0001193125-20-069172.txt : 20200311 0001193125-20-069172.hdr.sgml : 20200311 20200311100208 ACCESSION NUMBER: 0001193125-20-069172 CONFORMED SUBMISSION TYPE: T-3 PUBLIC DOCUMENT COUNT: 158 FILED AS OF DATE: 20200310 DATE AS OF CHANGE: 20200311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERRITT INTERNATIONAL Corp CENTRAL INDEX KEY: 0001208463 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084 FILM NUMBER: 20704183 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, 26TH FLOOR STREET 2: BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-935-2432 MAIL ADDRESS: STREET 1: 181 BAY STREET, 26TH FLOOR STREET 2: BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FORMER COMPANY: FORMER CONFORMED NAME: SHERRITT INTERNATIONAL CORP DATE OF NAME CHANGE: 20021202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 672538 Alberta Ltd. CENTRAL INDEX KEY: 0001795460 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-01 FILM NUMBER: 20704165 BUSINESS ADDRESS: STREET 1: 10101 114 STREET CITY: FORT SASKATCHEWAN STATE: A0 ZIP: T8L 2T3 BUSINESS PHONE: 7809927000 MAIL ADDRESS: STREET 1: 10101 114 STREET CITY: FORT SASKATCHEWAN STATE: A0 ZIP: T8L 2T3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 672539 Alberta Ltd. CENTRAL INDEX KEY: 0001795461 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-02 FILM NUMBER: 20704166 BUSINESS ADDRESS: STREET 1: 10101 114 STREET CITY: FORT SASKETCHEWAN STATE: A0 ZIP: T8L 2T3 BUSINESS PHONE: 7809927000 MAIL ADDRESS: STREET 1: 10101 114 STREET CITY: FORT SASKETCHEWAN STATE: A0 ZIP: T8L 2T3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 672540 Alberta Ltd. CENTRAL INDEX KEY: 0001795390 IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-03 FILM NUMBER: 20704167 BUSINESS ADDRESS: STREET 1: 10101 114 STREET CITY: FORT SASKETCHEWAN AB STATE: Z4 ZIP: T8L 2T3 BUSINESS PHONE: 7809927000 MAIL ADDRESS: STREET 1: 10101 114 STREET CITY: FORT SASKETCHEWAN AB STATE: Z4 ZIP: T8L 2T3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1683740 Alberta Ltd. CENTRAL INDEX KEY: 0001795406 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-04 FILM NUMBER: 20704168 BUSINESS ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 BUSINESS PHONE: 4169244551 MAIL ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Canada Northwest Oils (Europe) B.V. CENTRAL INDEX KEY: 0001795241 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-05 FILM NUMBER: 20704169 BUSINESS ADDRESS: STREET 1: C/O PRINS BERNHARDPLEIN 200 CITY: AMSTERDAM STATE: P7 ZIP: 1097 JB BUSINESS PHONE: 31205214777 MAIL ADDRESS: STREET 1: C/O PRINS BERNHARDPLEIN 200 CITY: AMSTERDAM STATE: P7 ZIP: 1097 JB FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNWL Oil (Espana) S.A. CENTRAL INDEX KEY: 0001795239 IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-06 FILM NUMBER: 20704170 BUSINESS ADDRESS: STREET 1: CALLE ORENSE, 58, 11B CITY: MADRID STATE: U3 ZIP: 28020 BUSINESS PHONE: 34914179975 MAIL ADDRESS: STREET 1: CALLE ORENSE, 58, 11B CITY: MADRID STATE: U3 ZIP: 28020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dynatec Technologies Ltd. CENTRAL INDEX KEY: 0001795465 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-07 FILM NUMBER: 20704171 BUSINESS ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 BUSINESS PHONE: 4169244551 MAIL ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OG Finance Inc. CENTRAL INDEX KEY: 0001795540 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-08 FILM NUMBER: 20704172 BUSINESS ADDRESS: STREET 1: 425 1ST STREET SW, SUITE 2000 STREET 2: FIFTH AVENUE PLACE CITY: CALGARY STATE: A0 ZIP: T2P 3L8 BUSINESS PHONE: 4032602900 MAIL ADDRESS: STREET 1: 425 1ST STREET SW, SUITE 2000 STREET 2: FIFTH AVENUE PLACE CITY: CALGARY STATE: A0 ZIP: T2P 3L8 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Power Finance Inc. CENTRAL INDEX KEY: 0001795537 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-09 FILM NUMBER: 20704173 BUSINESS ADDRESS: STREET 1: 425 1ST STREET SW, SUITE 2000 STREET 2: FIFTH AVENUE PLACE CITY: CALGARY STATE: A0 ZIP: T2P 3L8 BUSINESS PHONE: 4032602900 MAIL ADDRESS: STREET 1: 425 1ST STREET SW, SUITE 2000 STREET 2: FIFTH AVENUE PLACE CITY: CALGARY STATE: A0 ZIP: T2P 3L8 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBCT Logistics Ltd. CENTRAL INDEX KEY: 0001795536 IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-10 FILM NUMBER: 20704174 BUSINESS ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 BUSINESS PHONE: 4169244551 MAIL ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sherritt International (Bahamas) Inc. CENTRAL INDEX KEY: 0001795445 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-11 FILM NUMBER: 20704175 BUSINESS ADDRESS: STREET 1: C/O H&J CORPORATE SERVICES LTD. STREET 2: OCEAN CENTRE MONTAGU, FORESHORE E BAY ST CITY: NASSAU STATE: C5 ZIP: 4890 BUSINESS PHONE: 2425025200 MAIL ADDRESS: STREET 1: C/O H&J CORPORATE SERVICES LTD. STREET 2: OCEAN CENTRE MONTAGU, FORESHORE E BAY ST CITY: NASSAU STATE: C5 ZIP: 4890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SICOG Oil & Gas Ltd CENTRAL INDEX KEY: 0001795447 IRS NUMBER: 000000000 STATE OF INCORPORATION: C8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-12 FILM NUMBER: 20704176 BUSINESS ADDRESS: STREET 1: C/O AMICORP (BARBADOS) LTD. STREET 2: CARLETON CT, HIGH ST. CITY: BRIDGETOWN, ST. MICHAEL STATE: C8 ZIP: BB11128 BUSINESS PHONE: 2462285363 MAIL ADDRESS: STREET 1: C/O AMICORP (BARBADOS) LTD. STREET 2: CARLETON CT, HIGH ST. CITY: BRIDGETOWN, ST. MICHAEL STATE: C8 ZIP: BB11128 FORMER COMPANY: FORMER CONFORMED NAME: Sherritt International (Cuba) Oil & Gas Ltd. DATE OF NAME CHANGE: 20191127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sherritt International Oil & Gas Ltd. CENTRAL INDEX KEY: 0001795524 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-13 FILM NUMBER: 20704177 BUSINESS ADDRESS: STREET 1: 425 1ST STREET SW, SUITE 2000 STREET 2: FIFTH AVENUE PLACE CITY: CALGARY STATE: A0 ZIP: T2P 3L8 BUSINESS PHONE: 4032602900 MAIL ADDRESS: STREET 1: 425 1ST STREET SW, SUITE 2000 STREET 2: FIFTH AVENUE PLACE CITY: CALGARY STATE: A0 ZIP: T2P 3L8 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sherritt Power (Bahamas) Inc. CENTRAL INDEX KEY: 0001795448 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-14 FILM NUMBER: 20704178 BUSINESS ADDRESS: STREET 1: C/O H&J CORPORATE SERVICES LTD. STREET 2: OCEAN CENTRE MONTAGU, FORESHORE E BAY ST CITY: NASSAU STATE: C5 ZIP: 4890 BUSINESS PHONE: 2425025200 MAIL ADDRESS: STREET 1: C/O H&J CORPORATE SERVICES LTD. STREET 2: OCEAN CENTRE MONTAGU, FORESHORE E BAY ST CITY: NASSAU STATE: C5 ZIP: 4890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sherritt Utilities Inc. CENTRAL INDEX KEY: 0001795525 IRS NUMBER: 000000000 STATE OF INCORPORATION: C8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-15 FILM NUMBER: 20704179 BUSINESS ADDRESS: STREET 1: C/O AMICORP (BARBADOS) LTD. STREET 2: CARLETON CT, HIGH ST. CITY: BRIDGETOWN, ST. MICHAEL STATE: C8 ZIP: BB11128 BUSINESS PHONE: 2462285363 MAIL ADDRESS: STREET 1: C/O AMICORP (BARBADOS) LTD. STREET 2: CARLETON CT, HIGH ST. CITY: BRIDGETOWN, ST. MICHAEL STATE: C8 ZIP: BB11128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SI Finance Ltd. CENTRAL INDEX KEY: 0001795522 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-16 FILM NUMBER: 20704180 BUSINESS ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 BUSINESS PHONE: 4169244551 MAIL ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIC Marketing Services (UK) Ltd. CENTRAL INDEX KEY: 0001795519 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-17 FILM NUMBER: 20704181 BUSINESS ADDRESS: STREET 1: 35 GREAT ST. HELEN'S CITY: LONDON STATE: X0 ZIP: EC3A 6AP BUSINESS PHONE: 44(0)2077769700 MAIL ADDRESS: STREET 1: 35 GREAT ST. HELEN'S CITY: LONDON STATE: X0 ZIP: EC3A 6AP FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cobalt Refinery Holding Co Ltd. CENTRAL INDEX KEY: 0001795518 IRS NUMBER: 000000000 STATE OF INCORPORATION: A3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-29084-18 FILM NUMBER: 20704182 BUSINESS ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 BUSINESS PHONE: 4169244551 MAIL ADDRESS: STREET 1: BAY ADELAIDE CENTRE, EAST TOWER STREET 2: 22 ADELAIDE ST. WEST, SUITE 4220 CITY: TORONTO STATE: A6 ZIP: M5H 4E3 T-3 1 d856091dt3.htm T-3 T-3
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-3

 

 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

 

Sherritt International Corporation*

(Name of applicant)

*See Table of Co-Applicants below.

 

 

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

(Address of principal executive offices)

Securities to be Issued Under the Indenture to be Qualified

 

Title of Class

 

Amount

8.5% Second Lien Notes due 2027   Approximately $319,000,000 aggregate principal amount

Approximate date of proposed transaction:

On the Effective Date under the Plan (as defined herein).

Name and address of agent for service:

CT Corporation System

28 Liberty Street Floor 42, New York, New York, 10005

(telephone: (212) 894-8400)

 

 

With copies to:

 

Ward Sellers

Senior Vice President, General Counsel and

Corporate Secretary

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

 

 

The Applicants (as defined below) hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment that specifically states that it shall supersede this application, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), may determine upon written request.

Table of Co-Applicants

672538 Alberta Ltd.

672539 Alberta Ltd.

672540 Alberta Ltd.

1683740 Alberta Ltd.

Canada Northwest Oils (Europe) B.V.

CNWL Oil (Espana) S.A.

Dynatec Technologies Ltd.

OG Finance Inc.

Power Finance Inc.

SBCT Logistics Ltd.

Sherritt International (Bahamas) Inc.

SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited)

Sherritt International Oil and Gas Limited

Sherritt Power (Bahamas) Inc.

Sherritt Utilities Inc.

SI Finance Ltd.

SIC Marketing Services (UK) Limited

The Cobalt Refinery Holding Company Ltd.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

 

     PAGE  

General

     1  

Affiliations

     4  

Management and Control

     5  

Underwriters

     18  

Capital Securities

     19  

Indenture Securities

     26  

Signature

     30  


Table of Contents

GENERAL

1. General Information

 

Name of Applicant

  

Form of Organization

  

State of Organization

Sherritt International Corporation

   Corporation    Canada

672538 Alberta Ltd.

   Corporation    Alberta

672539 Alberta Ltd.

   Corporation    Alberta

672540 Alberta Ltd.

   Corporation    Alberta

1683740 Alberta Ltd.

   Corporation    Alberta

Canada Northwest Oils (Europe) B.V.

   Corporation    Netherlands

CNWL Oil (Espana) S.A.

   Corporation    Spain

Dynatec Technologies Ltd.

   Corporation    Ontario

OG Finance Inc.

   Corporation    Alberta

Power Finance Inc.

   Corporation    Alberta

SBCT Logistics Ltd.

   Corporation    Canada

Sherritt International (Bahamas) Inc.

   Corporation    Bahamas

SICOG Oil and Gas Limited SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited)

   Corporation    Barbados

Sherritt International Oil and Gas Limited

   Corporation    Alberta

Sherritt Power (Bahamas) Inc.

   Corporation    Bahamas

Sherritt Utilities Inc.

   Corporation    Barbados

SI Finance Ltd.

   Corporation    Ontario

SIC Marketing Services (UK) Limited

   Corporation    United Kingdom

The Cobalt Refinery Holding Company Ltd.

   Corporation    New Brunswick

Sherritt International Corporation (the “Corporation”) is the issuer of the 8.5% Second Lien Notes due 2027 (the “New Second Lien Notes”) to be qualified herein, and is referred to herein as the “Issuer” or the “Applicant.” Each

 

1


Table of Contents

of the other applicants named above are guarantors of the New Second Lien Notes and are herein referred to as the “Guarantors” or the “Co-Applicants” (and together with the Applicant, the “Applicants”).

2. Securities Act Exemption Applicable

Existing Notes Exchange – Reliance on Section 3(a)(10) of the Securities Act

In connection with certain transactions (collectively, the “Transaction”) to be implemented by way of an arrangement (the “Arrangement”) pursuant to a plan of arrangement (the “Plan”) under Section 192 of the Canada Business Corporations Act, the Issuer intends to, on the implementation date of the Plan (the “Effective Date”), exchange all of the outstanding 8.00% senior unsecured debentures of the Issuer due November 15, 2021, 7.50% senior unsecured debentures of the Issuer due September 24, 2023, and 7.875% senior unsecured notes of the Issuer due October 11, 2025 (collectively, the “Existing Notes”), in the aggregate principal amount of approximately $588.1 million, together with all accrued and unpaid interested in respect of the Existing Notes (at the contractual non-default rate) up to but excluding the Effective Date (the “Accrued Interest”) for (a) New Second Lien Notes in the aggregate principal amount of approximately $294.05 million plus the amount of the Accrued Interest to be issued by the Issuer and guaranteed by the Guarantors, and certain early consent cash consideration (collectively, the “Exchange Transaction”) as follows:

 

  (i)

each Early Consenting Noteholder shall receive, in exchange for its Existing Notes: (a) New Second Lien Notes in an aggregate principal amount equal to (1) 50% of the principal amount of Existing Notes held by such Early Consenting Noteholder on the Effective Date plus (2) the Accrued Interest owing in respect of such Early Consenting Noteholder’s Existing Notes, and (b) cash in an amount equal to 3% of the principal amount of Consent Notes held by such Early Consenting Noteholder as at the Effective Date; and

 

  (ii)

each Noteholder that is not an Early Consenting Noteholder shall receive, in exchange for its Existing Notes, New Second Lien Notes in an aggregate principal amount equal to (1) 50% of the principal amount of Existing Notes held by such Noteholder on the Effective Date plus (2) the Accrued Interest in respect of such Noteholder’s Existing Notes,

all as further described in the Issuer’s Management Information Circular (the “Information Circular”), incorporated by reference herein as Exhibit T3E. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to such terms in the Information Circular. Unless otherwise stated, all monetary amounts contained herein are expressed in Canadian dollars.

The New Second Lien Notes will be issued under an indenture (the “New Notes Indenture”) to be qualified by this application for qualification (this “Application”). A form of the New Notes Indenture will be filed by amendment to this Application.

The final principal amount of New Second Lien Notes to be issued pursuant to the Transaction will depend on the aggregate amount of interest accrued in respect of the Existing Notes up to the Effective Date. Based on an Effective Date of April 30, 2020, the aggregate principal amount of New Second Lien Notes to be issued would be approximately $319 million.

The Exchange Transaction in connection with the New Second Lien Notes will be conducted in reliance on Section 3(a)(10) of the Securities Act. Registration of the distribution of the New Second Lien Notes under the Securities Act is not required by reason of the exemption from registration provided by Section 3(a)(10) of the Securities Act.

Section 3(a)(10) of the Securities Act exempts from the general requirement of registration under the Securities Act securities issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and partly for cash, where the terms and conditions of the issuance and exchange are approved by a court or other governmental authority that is expressly authorized by law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear.

 

2


Table of Contents

The three main elements of the Section 3(a)(10) exemption are (a) an exchange of outstanding securities, claims or property interests, (b) a fairness hearing and (c) court approval of the issuances of securities in exchange for securities, claims or property interests. As described below and in the Information Circular incorporated by reference herein as Exhibit T3E, each of these elements will be satisfied in connection with the issuance of the New Second Lien Notes.

(a) Exchange

Pursuant to the Arrangement, the New Second Lien Notes will be issued in exchange for the Existing Notes as more fully described in the Information Circular, incorporated by reference herein as Exhibit T3E.

(b) Fairness Hearing

On February 26, 2020 the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted the Interim Order (the “Interim Order”), which, among other things, authorized: (a) the Issuer to send the Information Circular to, among others, the holders of the Existing Notes and (b) the calling and holding of the Debtholders’ Meeting to consider and vote upon the Arrangement to implement the Transaction. The Debtholders’ Meeting is scheduled to take place on April 9, 2020. A hearing to seek the Court’s approval of the Arrangement, including that the terms and conditions of the Arrangement are fair to those to whom securities will be issued, is scheduled to be held by the Court, which is expressly authorized by law to hold the hearing, on April 16, 2020 at 11:00 a.m. (Toronto time), or such other time and/or date as may be approved by the Court. The hearing will be open to all persons holding the Existing Notes. Such persons have the right to appear at the hearing and to present evidence or testimony with respect to the fairness of the Arrangement. Measures will be taken pursuant to the Interim Order to provide relevant information and adequate and timely notice of the right to appear to the holders of the Existing Notes, including circulation of the Information Circular, and there will be no improper impediments to appearance by those persons at the hearing.

(c) Court Approval

The Issuer anticipates that on April 16, 2020 at 11:00 a.m. (Toronto time), or such other time and/or date as may be approved by the Court, it will seek Court approval of the Arrangement and the issuance of a Final Order by the Court, among other things, approving the Arrangement as fair and reasonable. The Court has been advised in connection with seeking the Interim Order and will be advised in connection with seeking the Final Order that its ruling will be the basis for claiming an exemption from registration under the Securities Act by reason of the exemption afforded by Section 3(a)(10) thereof.

 

3


Table of Contents

AFFILIATIONS

3. Affiliates

(a) For purposes of this Application only, certain directors and executive officers of the Applicants may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

(b) The diagram filed herewith under Exhibit T3G indicates the relationship of the Applicants to each of their affiliates after the Effective Date. All of the entities appearing therein are expected to exist as of the implementation of the Plan in the ownership structure shown therein. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

(c) Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of the voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

 

4


Table of Contents

MANAGEMENT AND CONTROL

4. Directors and Executive Officers

The following table lists the name of, and offices held by, each director and executive officer of the Applicants as of the date hereof.

Sherritt International Corporation

 

Name

  

Address

  

Office

David Pathe

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   President, Chief Executive Officer and Director

Maryse Bélanger

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Director

Sir Richard Lapthorne

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Director and Chairman

Adrian Loader

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Director

Timothy Baker

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Director

Lisa Pankratz

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Director

John Warwick

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Director

Stephen Wood

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Executive Vice President and Chief Operating Officer

Timothy Dobson

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Senior Vice President, Metals

Elvin Saruk

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Senior Vice President, Oil & Gas and Power

 

5


Table of Contents

Edward (Ward) Sellers

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Senior Vice President, General Counsel and Corporate Secretary

Andrew Snowden

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Senior Vice President and Chief Financial Officer

Karen Trenton

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Senior Vice President, Human Resources

672538 Alberta Ltd.

 

Name

  

Address

  

Office

Andrew Snowden

  

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   President, Chief Financial Officer and Director

Ward Sellers

  

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

  

Secretary and Director

672539 Alberta Ltd.

 

Name

  

Address

  

Office

Andrew Snowden

  

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   President, Chief Financial Officer and Director

Ward Sellers

  

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

  

Secretary and Director

672540 Alberta Ltd.

 

Name

  

Address

  

Office

Andrew Snowden

  

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   President, Chief Financial Officer and Director

Ward Sellers

  

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

  

Secretary and Director

1683740 Alberta Ltd.

 

Name

  

Address

  

Office

Andrew Snowden

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   President, Chief Financial Officer and Director

Ward Sellers

  

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

  

Secretary and Director

 

6


Table of Contents

Canada Northwest Oils (Europe) B.V.

 

Name

  

Address

  

Office

Intertrust (Netherlands) B.V.

  

c/o Prins Bernhardplein 200,

1097 JB,

Amsterdam, the Netherlands

  

Secretary and Director

Elvin Saruk

  

c/o Prins Bernhardplein 200,

1097 JB,

Amsterdam, the Netherlands

  

Director

Michiel van Schijndel

  

c/o Prins Bernhardplein 200,

1097 JB,

Amsterdam, the Netherlands

  

Director

CNWL Oil (Espana) S.A.

 

Name

  

Address

  

Office

Elvin Saruk

   Paseo de la Castellana 121,
entreplanta, oficina 2, 28046
Madrid, Spain
   President, Chief Executive Officer and Director

Margarita Hernando

   Paseo de la Castellana 121,
entreplanta, oficina 2, 28046
Madrid, Spain
  

Secretary of the Board and Director

Canada Northwest Oils (Europe) B.V.

   Paseo de la Castellana 121,
entreplanta, oficina 2, 28046
Madrid, Spain
  

Director

Dynatec Technologies Ltd.

 

Name

  

Address

  

Office

Andrew Snowden

  

Bay Adelaide Centre, East Tower

22 Adelaide St. W., Ste. 4220

Toronto, ON M5H 4E3 Canada

   President, Chief Financial Officer and Director

Nathan Stubina

  

Bay Adelaide Centre, East Tower

22 Adelaide St. W., Ste. 4220

Toronto, ON M5H 4E3 Canada

   Vice President, Technologies and Director

Ward Sellers

  

Bay Adelaide Centre, East Tower

22 Adelaide St. W., Ste. 4220

Toronto, ON M5H 4E3 Canada

  

Secretary

OG Finance Inc.

 

7


Table of Contents

Name

  

Address

  

Office

Andrew Snowden   

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   President and Director
Elvin Saruk   

425 – 1st Street SW, Ste. 2000

Fifth Avenue Place

Calgary, AB T2P 3L8

   Senior Vice President, Oil, Gas & Power and Director
Andrée-Claude Bérubé   

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   Secretary
Crystal Schreiber   

425 – 1st Street SW, Ste. 2000

Fifth Avenue Place

Calgary, AB T2P 3L8

   Treasurer

Power Finance Inc.

 

Name

  

Address

  

Office

Andrew Snowden   

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   President and Director
Elvin Saruk   

425 – 1st Street SW, Ste. 2000

Fifth Avenue Place

Calgary, AB T2P 3L8

   Senior Vice President, Oil, Gas & Power and Director
Andrée-Claude Bérubé   

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   Secretary
Crystal Schreiber   

425 – 1st Street SW, Ste. 2000

Fifth Avenue Place

Calgary, AB T2P 3L8

   Treasurer

SBCT Logistics Ltd.

 

Name

  

Address

  

Office

Andrew Snowden   

Bay Adelaide Centre, East Tower

22 Adelaide St. W., Ste. 4220

Toronto, ON M5H 4E3 Canada

   President, Chief Financial Officer and Director
Ward Sellers   

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Secretary and Director

Sherritt International (Bahamas) Inc.

 

Name

  

Address

  

Office

Andrew Snowden   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   President and Director

 

8


Table of Contents
Margo Moree   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Chief Financial Officer and Director
Andrée-Claude Bérubé   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Secretary
Paul D. Knowles   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Assistant Secretary and Director

SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited)

 

Name

  

Address

  

Office

Elvin Saruk   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Senior Vice President, Oil & Gas and Director
Amicorp Corporate Services (Barbados) Ltd.   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Assistant Secretary
Andrée-Claude Bérubé   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Secretary
Crystal Schreiber   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Controller
Kathy-Ann Christian   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Director
Careen Byfield Leyshon   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Director

Sherritt International Oil and Gas Limited

 

9


Table of Contents

Name

  

Address

  

Office

Andrew Snowden   

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   President and Director
Ward Sellers   

4220-22 Adelaide St. W

Toronto, ON M5H 4E3

   Secretary and Director
Elvin Saruk   

425 – 1st Street SW, Ste. 2000

Fifth Avenue Place

Calgary, AB T2P 3L8

   Senior Vice President, Oil & Gas

Sherritt Power (Bahamas) Inc.

 

Name

  

Address

  

Office

Elvin Saruk   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   President and Director
Paul D. Knowles   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Assistant Secretary and Director
Crystal Schreiber   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Controller
Andrée-Claude Bérubé   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Secretary
Robert Ellenwood   

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Director

Sherritt Utilities Inc.

 

Name

  

Address

  

Office

Elvin Saruk   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Senior Vice President, Oil & Gas and Director
Amicorp Corporate Services (Barbados) Ltd.   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Assistant Secretary

 

10


Table of Contents
Andrée-Claude Bérubé   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Secretary
Crystal Schreiber   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Treasurer
Kathy-Ann Christian   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Director
Careen Byfield Leyshon   

c/o Amicorp (Barbados) Ltd.

Carleton Court, High Street

Bridgetown, St. Michael,

Barbados BB11128

   Director

SI Finance Ltd.

 

Name

  

Address

  

Office

Andrew Snowden   

Bay Adelaide Centre, East Tower

22 Adelaide St. W., Ste. 4220

Toronto, ON M5H 4E3 Canada

   President, Chief Financial Officer and Director
Ward Sellers   

Bay Adelaide Centre, East Tower

22 Adelaide St. W., Ste. 4220

Toronto, ON M5H 4E3 Canada

   Secretary and Director

SIC Marketing Services (UK) Limited

 

Name

  

Address

  

Office

Intertrust (UK) Limited   

35 Great St. Helen’s

London, United Kingdom

EC3A 6AP

   Secretary
Andrew Snowden   

Bay Adelaide Centre, East Tower

22 Adelaide St. W., Ste. 4220

Toronto, ON M5H 4E3 Canada

   Director

 

11


Table of Contents
Amy LeJune   

35 Great St. Helen’s

London, United Kingdom

EC3A 6AP

   Director
Michelle O’Flaherty   

35 Great St. Helen’s

London, United Kingdom

EC3A 6AP

   Director

The Cobalt Refinery Holding Company Ltd.

 

Name

  

Address

  

Office

Andrew Snowden   

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   President, Chief Financial Officer and Director
Ward Sellers   

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Secretary and Director

5. Principal Owners of Voting Securities

The following sets forth information as to each person owning 10% or more of the voting securities of Applicants as of the date of this application:

Sherritt International Corporation

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

N/A

   N/A      N/A        N/A  

672538 Alberta Ltd.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      500        100

672539 Alberta Ltd

 

12


Table of Contents

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

672538 Alberta Ltd.

10101 – 114 Street

Fort Saskatchewan, AB T8L 2T3

   Common Shares      100        100

672540 Alberta Ltd.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

672538 Alberta Ltd.

10101 – 114 Street

Fort Saskatchewan, AB T8L 2T3

   Common Shares      100        100

1683740 Alberta Ltd.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      1,000,000        100

Canada Northwest Oils (Europe) B.V.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Oil and Gas Limited

425 – 1st Street SW, Ste. 2000

Fifth Avenue Place

Calgary, AB T2P 3L8

   Shares      130,608        100

CNWL Oil (Espana) S.A.

 

13


Table of Contents

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Canada Northwest Oils (Europe) B.V.

c/o Prins Bernhardplein 200,

1097 JB,

Amsterdam, the Netherlands

   Shares      140,610        100

Dynatec Technologies Ltd.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      10        100

OG Finance Inc.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      100        100

Power Finance Inc.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      100        100

SBCT Logistics Ltd.

 

14


Table of Contents

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      100        100

Sherritt International (Bahamas) Inc.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      100,000        100

SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited)

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      171,366,100        100

Sherritt International Oil and Gas Limited

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      88,218,298        100

Sherritt Power (Bahamas) Inc.

 

15


Table of Contents

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Shares      323,831,460        100

Sherritt Utilities Inc.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt Power (Bahamas) Inc.

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu

Foreshore, East Bay Street,

Nassau, Bahamas

   Shares      37,329,132        100

SI Finance Ltd.

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      10        100

SIC Marketing Services (UK) Limited

 

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Ordinary Shares      100        100

The Cobalt Refinery Holding Company Ltd.

 

16


Table of Contents

Name and Mailing Address of Shareholder

   Title of Class Owned    Amount To
Be Owned
     Percentage of
Voting Securities
Owned as
at the Effective Date
upon Completion of
the Arrangement
 

Sherritt International Corporation

Bay Adelaide Centre East Tower,

22 Adelaide St. West, Suite 4220,

Toronto, ON M5H 3E4

   Common Shares      100,100        100

 

17


Table of Contents

UNDERWRITERS

6. Underwriters

(a) The name and complete mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter of any securities of the Applicants which are outstanding on the date of filing this Application are listed below, along with the title of each class of securities underwritten by the underwriter.

 

Name and Address    Title of Class of Securities Underwritten

Paradigm Capital Inc.

95 Wellington Street West, Suite 2101

Toronto Ontario M5J 2N7

   Units (consisting of common shares and cobalt linked warrants of the Company)

Eight Capital

100 Adelaide Street West, Suite 2900

Toronto, Ontario M5H 1A3

   Units (consisting of common shares and cobalt linked warrants of the Company)

National Bank Financial Inc.

The Exchange Tower

130 King West, Suite 3200

Toronto, Ontario M5X 1J9

   Units (consisting of common shares and cobalt linked warrants of the Company)

TD Securities Inc.

TD Bank Tower, 8th Floor

66 Wellington Street West

Toronto, Ontario M5K 1A2

   Units (consisting of common shares and cobalt linked warrants of the Company)

(b) There is no proposed underwriter for the New Second Lien Notes that are proposed to be offered in the connection with the New Notes Indenture that is qualified under this Application.

 

18


Table of Contents

CAPITAL SECURITIES

7. Capitalization

(a) The authorized and outstanding securities of the Applicants as of March 6, 2020 were as follows:

Sherritt International Corporation

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares(1)

     Unlimited        397,284,433  

8.00% senior unsecured debentures due November 15, 2021(2)

   $ 400,000,000      $ 169,597,000  

 

19


Table of Contents

7.50% senior unsecured debentures due September 24, 2023(2)

   $ 500,000,000      $ 197,767,689  

7.875% senior unsecured notes due October 11, 2025(2)

   $ 250,000,000      $ 220,722,000  

 

(1)

Does not reflect an aggregate of 10,376,607 common share purchase warrants and 47,232,200 cobalt-linked warrants.

(2)

Aggregate principal amount outstanding.

On the Effective Date, the Issuer’s capital structure will consist of the common shares and warrants held by existing Shareholders and the New Second Lien Notes. The amounts authorized and outstanding of the foregoing securities are anticipated to be as follows on the Effective Date:

 

Title of Class

  

Amount
Authorized

       

Amount
Outstanding

Common Shares(1)

   Unlimited       397,284,433

New Second Lien Notes (2)

   $294,050,000 (plus the amount of Accrued Interest, as described above)    $    $294,050,000 (plus the amount of Accrued Interest, as described above)

 

(1)

Does not reflect an aggregate of 10,376,607 common share purchase warrants and 47,232,200 cobalt-linked warrants.

(2)

Aggregate principal amount.

672538 Alberta Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        500  

672539 Alberta Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        100  

 

20


Table of Contents

672540 Alberta Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        100  

1683740 Alberta Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        1,000,000  

Class A Preferred Shares

     Unlimited        408,221,220  

Class B Preferred Shares

     Unlimited        21,000,000  

Class C Preferred Shares

     Unlimited        1  

Class D Preferred Shares

     Unlimited        377,093,995  

Canada Northwest Oils (Europe) B.V.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Shares

     400,000        130,608  

CNWL Oil (Espana) S.A.

 

Title of Class

   Amount
Authorized
    Amount
Outstanding
 

Shares

     N/A (1)      140,610  

 

(1)

There is no concept of authorized capital in Spain.

Dynatec Technologies Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        10  

OG Finance Inc.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        100  

 

21


Table of Contents

Power Finance Inc.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        100  

SBCT Logistics Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        100  

Sherritt International (Bahamas) Inc.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     500,000,000        100,000  

SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited)

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        171,366,100  

Sherritt International Oil and Gas Limited

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        88,218,298  

Preferred Shares

     Unlimited        0  

Sherritt Power (Bahamas) Inc.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Shares

     500,000,000        323,831,460  

Sherritt Utilities Inc.

 

22


Table of Contents

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Shares

     150,000,000        37,329,132  

SI Finance Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        10  

SIC Marketing Services (UK) Limited

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Ordinary Shares

     Unlimited        100  

The Cobalt Refinery Holding Company Ltd.

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

Common Shares

     Unlimited        100,100  

Sherritt International Corporation

Each common share issued by the Issuer entitles the holder to one vote on all matters to be voted upon by shareholders.

672538 Alberta Ltd.

Each common share issued by 672538 Alberta Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

672539 Alberta Ltd.

Each common share issued by 672539 Alberta Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

672540 Alberta Ltd.

Each common share issued by 672540 Alberta Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

 

23


Table of Contents

1683740 Alberta Ltd.

Each common share issued by 1683740 Alberta Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

Each preferred share issued by 1683740 Alberta Ltd. does not entitle the holder to vote on any matters to be voted upon by shareholders, except as required by the Business Corporations Act (Alberta).

Canada Northwest Oils (Europe) B.V.

Each share issued by Canada Northwest Oils (Europe) B.V. entitles the holder to one vote on all matters to be voted upon by shareholders.

CNWL Oil (Espana) S.A.

Each share issued by CNWL Oil (Espana) S.A. entitles the holder to one vote on all matters to be voted upon by shareholders.

Dynatec Technologies Ltd.

Each common share issued by Dynatec Technologies Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

OG Finance Inc.

Each common share issued by OG Finance Inc. entitles the holder to one vote on all matters to be voted upon by shareholders.

Power Finance Inc.

Each common share issued by Power Finance Inc. entitles the holder to one vote on all matters to be voted upon by shareholders.

SBCT Logistics Ltd.

Each common share issued by SBCT Logistics Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

Sherritt International (Bahamas) Inc.

Each common share issued by Sherritt International (Bahamas) Inc. entitles the holder to one vote on all matters to be voted upon by shareholders.

SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited)

Each common share issued by SICOG Oil and Gas Limited entitles the holder to one vote on all matters to be voted upon by shareholders.

Sherritt International Oil and Gas Limited

 

24


Table of Contents

Each common share issued by Sherritt International Oil and Gas Limited entitles the holder to one vote on all matters to be voted upon by shareholders.

Each preferred share issued by Sherritt International Oil and Gas Limited does not entitle the holder to vote on any matters to be voted upon by shareholders, except in the event such matter to be voted upon involves altering the rights of the holders of the preferred shares.

Sherritt Power (Bahamas) Inc.

Each share issued by Sherritt Power (Bahamas) Inc. entitles the holder to one vote on all matters to be voted upon by shareholders.

Sherritt Utilities Inc.

Each share issued by Sherritt Utilities Inc. entitles the holder to one vote on all matters to be voted upon by shareholders.

SI Finance Ltd.

Each common share issued by SI Finance Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

SIC Marketing Services (UK) Limited

Each ordinary share issued by SIC Marketing Services (UK) Limited entitles the holder to one vote on all matters to be voted upon by shareholders.

The Cobalt Refinery Holding Company Ltd.

Each common share issued by The Cobalt Refinery Holding Company Ltd. entitles the holder to one vote on all matters to be voted upon by shareholders.

 

25


Table of Contents

INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The analysis of provisions of the New Notes Indenture will be provided in an amendment to this Form T-3.

9. Other Obligors

No person, other than the Applicants, will be an obligor of the New Second Lien Notes.

10. Contents of Application for Qualification.

 

26


Table of Contents

This Application comprises —

 

(a)

Pages numbered 1 to 26, consecutively

 

(b)

The statement of eligibility and qualification of the trustee under the New Notes Indenture.

 

(c)

The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:

 

Exhibit

  

Description

T3A.1*    Articles of Continuance of Sherritt International Corporation.
T3A.2*    Articles of Incorporation of 672538 Alberta Ltd., dated as of October 31, 1995.
T3A.3*    Articles of Incorporation of 672539 Alberta Ltd., dated as of October 31, 1995.
T3A.4*    Articles of Incorporation of 672540 Alberta Ltd., dated as of October 31, 1995.
T3A.5*    Certificate of Amendment and Registration of Restated Articles of 1683740 Alberta Ltd., dated as of April 24, 2014.
T3A.6*    Articles of Association of Canada Northwest Oils (Europe) B.V., dated as of November 15, 1974.
T3A.7*    Amendment of Articles of Association of Canada Northwest Oils (Europe) B.V., dated as of August 27, 2008.
T3A.8*    Charter of CNWL Oil (Espana) S.A., dated as of December 23, 1976.
T3A.9**    Charter of Merger of CNWL Oil (Espana) S.A., dated as of September 28, 1990.
T3A.10*    Articles of Incorporation of Dynatec Technologies Ltd., dated as of September 14, 2007.
T3A.11*    Articles of Incorporation of OG Finance Inc., dated as of October 18, 2012.
T3A.12*    Articles of Incorporation of Power Finance Inc., dated as of October 18, 2012.
T3A.13*    Certificate of Continuance of SBCT Logistics Ltd., dated as of August 23, 2019.
T3A.14*    Certificate of Amendment of SBCT Logistics Ltd., dated as of September 23, 2019.
T3A.15*    Memorandum of Association of Sherritt International (Bahamas) Inc., dated as of November 24, 1994.
T3A.16*    Articles of Association of Sherritt International (Bahamas) Inc., dated as of November 24, 1994.
T3A.17*    Articles of Incorporation of SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), dated as of October 31, 1995.
T3A.18*    Articles of Continuance of SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), dated as of October 29, 2008.
T3A.19*    Articles of Continuance of SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), dated as of August 27, 2015.

 

27


Table of Contents
T3A.20*    Articles of Amendment of SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), dated as of October 31, 2019.
T3A.21*    Articles of Continuance of Sherritt International Oil and Gas Limited, dated as of January 23, 1997.
T3A.22*    Articles of Association of Sherritt Power (Bahamas) Inc., dated as of November 1, 2006.
T3A.23*    Memorandum of Association of Sherritt Power (Bahamas) Inc., dated as of November 1, 2006.
T3A.24*    Articles of Association of Sherritt Utilities Inc., dated as of December 15, 1997.
T3A.25*    Memorandum of Association of Sherritt Utilities Inc., dated as of December 15, 1997.
T3A.26*    Articles of Continuance of Sherritt Utilities Inc., dated as of November 14, 2016.
T3A.27*    Articles of Incorporation of SI Finance Ltd., dated as of May 29, 2007.
T3A.28*    Articles of Association of SIC Marketing Services (UK) Limited, dated as of June 25, 2013.
T3A.29*    Memorandum of Association of SIC Marketing Services (UK) Limited, dated as of June 25, 2013.
T3A.30*    Articles of Incorporation of The Cobalt Refinery Holding Company Ltd., dated as of October 31, 1995.
T3A.31*    Articles of Amendment of The Cobalt Refinery Holding Company Ltd., dated as of November 16, 1995.
T3B.1*    By-Laws of Sherritt International Corporation.
T3B.2*    By-Laws of 672538 Alberta Ltd., dated as of November 6, 1995.
T3B.3*    By-Laws of 672539 Alberta Ltd., dated as of November 6, 1995.
T3B.4*    By-Laws of 672540 Alberta Ltd., dated as of November 6, 1995.
T3B.5*    By-Laws of 1683740 Alberta Ltd., dated as of June 13, 2012.
T3B.6*    By-Laws of CNWL Oil (Espana) S.A., dated as of dated April 12, 2016.
T3B.7*    By-Laws of Dynatec Technologies Ltd., dated as of September 14, 2007.
T3B.8*    By-Laws of OG Finance Inc., dated as of October 18, 2012.
T3B.9*    By-Laws of Power Finance Inc., dated as of October 18, 2012.
T3B.10*    By-Laws of SBCT Logistics Ltd., dated as of August 23, 2019.
T3B.11*    By-Laws of SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), dated as of November 10, 1995.
T3B.12*    By-Laws of Sherritt International Oil and Gas Limited, dated as of January 31, 1997.

 

28


Table of Contents
T3B.13*    By-Laws of SI Finance Ltd., dated as of May 29, 2007.
T3B.14*    By-Laws of The Cobalt Refinery Holding Company Ltd., dated as of November 14, 1995.
T3C**    Form of Indenture for the New Second Lien Notes
T3D.1*    Interim Court Order
T3D.2**    Final Court Order
T3E*    Management Information Circular
T3F**    Cross reference sheet showing the location in the New Notes Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3C).
T3G*    Organizational Chart of Issuer and Affiliates
25.1*    Statement of eligibility and qualification of the trustee on Form T-6

 

*

Filed herewith.

**

To be filed by amendment.

 

29


Table of Contents

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants have duly caused this application to be signed on each of their behalves by the undersigned, thereunto duly authorized, in the city of Toronto, Ontario, on the tenth day of March, 2020.

 

SHERRITT INTERNATIONAL CORPORATION
By:   /s/ Ward Sellers
  Name: Ward Sellers
  Title: Senior Vice President, General Counsel and Corporate Secretary
672538 ALBERTA LTD.
By:   /s/ Ward Sellers
  Name: Ward Sellers
  Title: Secretary
672539 ALBERTA LTD.
By:   /s/ Ward Sellers
 

Name: Ward Sellers

 

Title: Secretary

672540 ALBERTA LTD.

By:  

/s/ Ward Sellers

 

Name: Ward Sellers

 

Title: Secretary

1683740 ALBERTA LTD.
By:   /s/ Ward Sellers
  Name: Ward Sellers
  Title: Secretary
CANADA NORTHWEST OILS (EUROPE) B.V.
By:   /s/ Elvin Saruk
  Name: Elvin Saruk
  Title: Director

 

30


Table of Contents
CNWL OIL (ESPANA) S.A.
By:   /s/ Elvin Saruk
  Name: Elvin Saruk
  Title: President and Chief Executive Officer
DYNATEC TECHNOLOGIES LTD.
By:   /s/ Ward Sellers
  Name: Ward Sellers
  Title: Secretary
OG FINANCE INC.
By:   /s/ Andrew Snowden
  Name: Andrew Snowden
  Title: President
POWER FINANCE INC.
By:   /s/ Andrew Snowden
  Name: Andrew Snowden
  Title: President
SBCT LOGISTICS LTD.
By:   /s/ Ward Sellers
  Name: Ward Sellers
  Title: Secretary
SHERRITT INTERNATIONAL (BAHAMAS) INC.
By:   /s/ Andrée-Claude Bérubé
  Name: Andrée-Claude Bérubé
  Title: Secretary

 

31


Table of Contents
SICOG OIL AND GAS LIMITED
By:   /s/ Andrée-Claude Bérubé
  Name: Andrée-Claude Bérubé
  Title: Secretary
SHERRITT INTERNATIONAL OIL AND GAS LIMITED
By:   /s/ Ward Sellers
  Name: Ward Sellers
  Title: Secretary
SHERRITT POWER (BAHAMAS) INC.
By:   /s/ Andrée-Claude Bérubé
  Name: Andrée-Claude Bérubé
  Title: Secretary
SHERRITT UTILITIES INC.
By:   /s/ Andrée-Claude Bérubé
  Name: Andrée-Claude Bérubé
  Title: Secretary
SI FINANCE LTD.
By:   /s/ Andrew Snowden
  Name: Andrew Snowden
  Title: President and Chief Financial Officer
SIC MARKETING SERVICES (UK) LIMITED
By:   /s/ Andrew Snowden
  Name: Andrew Snowden
  Title: Director

 

32


Table of Contents
THE COBALT REFINERY HOLDING COMPANY LTD.
By:   /s/ Ward Sellers
  Name: Ward Sellers
  Title: Secretary

 

33

EX-99.T3A1 2 d856091dex99t3a1.htm EX-99.T3A1 EX-99.T3A1

Exhibit T3A.1

 

LOGO

 

 

Certificate of Continuance    Certificat de prorogation
Canada Business Corporations Act    Loi canadienne sur les sociétés par actions

Sherritt International Corporation

 

Corporate name / Dénomination sociale

977985-0

 

Corporation number / Numéro de société

 

I HEREBY CERTIFY that the above-named corporation, the articles of continuance of which are attached, is continued under section 187 of the Canada Business Corporations Act (CBCA).    JE CERTIFIE que la société susmentionnée, dont les clauses de prorogation sont jointes, est prorogée en vertu de l’article 187 de la Loi canadienne sur les sociétés par actions (LCSA).

 

LOGO

Virginie Ethier

 

Director / Directeur

2016-06-03

 

Date of Continuance (YYYY-MM-DD)

Date de prorogation (AAAA-MM-JJ)

 

LOGO


LOGO

 

  

Form 11

Articles of Continuance

Canada Business Corporations Act

(CBCA) (s. 187)

  

Formulaire 11

Clauses de prorogation

Loi canadienne sur les sociétés par actions

(LCSA) (art. 187)

1

   Corporate name
  

Dénomination sociale

Sherritt International Corporation

2

   The province or territory in Canada where the registered office is situated
  

La province ou le territoire au Canada où est situé le siège social

ON

3

   The classes and the maximum number of shares that the corporation is authorized to issue
  

Catégories et le nombre maximal d’actions que la société est autorisée à émettre

The Corporation is authorized to issue an unlimited number of common shares.

4

   Restrictions on share transfers
  

Restrictions sur le transfert des actions

None

5

   Minimum and maximum number of directors
  

Nombre minimal et maximal d’administrateurs

Min. 3 Max. 15

6

   Restrictions on the business the corporation may carry on
  

Limites imposées à l’activité commerciale de la société

None

7

  

(1)   If change of name effected, previous name

  

S’il y a changement de dénomination sociale, indiquer la dénomination sociale antérieure

Not Applicable / Sans objet

(2)   Details of incorporation

Details de la constitution

Amalgamated under the Business Corporations Act (Ontario) on December 1, 2010.

8

   Other Provisions
  

Autres dispositions

See attached schedule / Voir I’annexe ci-jointe

 

9

   Declaration: I certify that I am a director or an officer of the company continuing into the CBCA.
   Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société se prorogeant sous le régime de la LCSA.
   Original signed by / Original signé par            
                                        Edward Sellers                        
   Edward Sellers                        

 

    

  

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

 

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procedure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

 

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

 

Vous foumissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

LOGO

   IC 3247 (2008/04)


Schedule / Annexe

Other Provisions / Autres dispositions

The directors may appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of the shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.


LOGO

 

  

Form 2

Initial Registered Office Address

and First Board of Directors

Canada Business Corporations Act

(CBCA) (s. 19 and 106)

  

Formulaire 2

Siège social initial et premier

conseil d’administration

Loi canadienne sur les sociétés par

actions (LCSA) (art. 19 et 106)

1    Corporate name
  

Dénomination sociale

Sherritt International Corporation

2    Address of registered office
  

Adresse du siège social

181 Bay Street, Brookfield Place

26th Floor

Toronto ON M5J 2T3

3    Additional address
   Autre adresse
4    Members of the board of directors
  

Membres du conseil d’administration

See attached schedule / Voir I’annexe ci-jointe

5    Declaration: I certify that I have relevant knowledge and that I am authorized to sign this form.
   Declaration : J’atteste que je possède une connaissance suffisante et que je suis autorisé(e) à signer le présent formulaire.
     

Original signed by / Original signé par

Edward Sellers

      Edward Sellers
      416-935-2881

 

    

  

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

 

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

 

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

 

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

 

LOGO

  

IC 2904 (2008/04)


Schedule / Annexe

Members of the board of directors / Membres du conseil d’administration

 

     

Resident Canadian

Résident Canadien

Lisa Pankratz   

181 Bay Street, Brookfield Place, 26th Floor, Toronto ON

M5J 2T3, Canada

   Yes / Oui
Harold Stephen   

181 Bay Street, Brookfield Place, 26th Floor, Toronto ON

M5J 2T3, Canada

   Yes / Oui
David V. Pathe   

181 Bay Street, Brookfield Place, 26th Floor, Toronto ON

M5J 2T3, Canada

   Yes / Oui
Sir Richard Lapthorne   

Mill Barn, Mill Lane West Turville, Aylesbury, Bucks

HP22 5RG, United Kingdom

   No / Non
Peter Gillin   

181 Bay Street, Brookfield Place, 26th Floor, Toronto ON

M5J 2T3, Canada

   Yes / Oui
Timothy Baker   

181 Bay Street, Brookfield Place, 26th Floor, Toronto ON

M5J 2T3, Canada

   Yes / Oui
Adrian Loader   

181 Bay Street, Brookfield Place, 26th Floor, Toronto ON

M5J 2T3, Canada

   No / Non
Edythe A. Marcoux   

181 Bay Street, Brookfield Place, 26th Floor, Toronto ON

M5J 2T3, Canada

   Yes / Oui
EX-99.T3A2 3 d856091dex99t3a2.htm EX-99.T3A2 EX-99.T3A2

Exhibit T3A.2

 

LOGO

CORPORATE ACCESS NUMBER 20672538 BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION 672538 ALBERTA LTD. WAS INCORPORATED IN ALBERTA ON OCTOBER 31, 1995 Registrar of Corporations REG 3066 (95/09)


LOGO

20672538

ARTICLES OF INCORPORATION

 

1.

NAME OF CORPORATION:     672538     ALBERTA LTD.

 

2.

THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE:

 

  Capital

The Corporation is authorized to issue one (1) class of shares, namely an unlimited number of Common Shares without nominal or par value (herein referred to as the “Common Shares”).

Common Shares

The holders of the Common Shares shall be entitled:

 

  (a)

to vote at all meetings of shareholders, and on every poll taken at every such meeting, or adjourned meeting, every holder of Common Shares shall be entitled to one vote in respect of each such share held;

 

  (b)

the holders Common Shares shall be entitled to receive such dividends as and when the Directors in their discretion may declare thereon.

 

3.

RESTRICTIONS IF ANY ON SHARE TRANSFERS:

The right of shareholders to transfer or dispose of their shares in the Corporation shall be subject to the following restrictions:

 

  (a)

Except where a transfer is made pursuant to the provisions of sub-clause 3(b) below, any transfer of shares in the Corporation shall require a resolution of the Board of Directors of the Corporation approving such transfer.

 

  (b)

Any share of a deceased shareholder may be transferred by his executors or administrators to any child or other issue, son-in-law, daughter-in-law, father, mother, brother, sister, nephew, niece, widow or widower of such deceased shareholder or to any other beneficiary named in the Will of such deceased shareholder and any shares of the Corporation standing in the name of the trustees of the Will of any deceased shareholder may be transferred upon any change of trustees to the trustees for the time being of such Will.


4.

NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS:

The Corporation shall have not less than one (1) director nor more than ten (10) directors. Subject to the provisions of the Business Corporations Act of Alberta, the directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting of the Corporation provided that the total number of directors shall not at any time exceed the maximum hereinbefore prescribed.

 

5.

RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON:

There shall be no restrictions as to the businesses which the Corporation may carry on.

 

6.

OTHER PROVISIONS IF ANY:

 

  (a)

The number of shareholders of the Corporation shall be limited to not more than fifty (50) persons (exclusive of persons who are in the employment of the Corporation or that of an affiliate within the meaning of the Business Corporations Act of Alberta and also exclusive of persons who, having been formerly in the Corporation’s employment or that of an affiliate, were, while in that employment, shareholders of the Corporation and have continued to be shareholders of the Corporation after termination of that employment); provided that where two (2) or more persons hold one or more shares in the Corporation jointly they shall, for the purpose of this sub-clause 6(a), be treated as a single shareholder.

 

  (b)

No invitation shall be made to the public to subscribe for securities of the Corporation.

 

  (c)

The Corporation shall have a lien on shares registered in the name of any shareholder who is indebted to the Corporation for any amount.

 

7.  INCORPORATORS

   DATE: October 30, 1995

 

NAMES

  

ADDRESS

 

SIGNATURE

DONALD R. LEITCH   

1500, 407 - 2nd Street S.W.

Calgary, Alberta, T2P 2Y3.

 

 

/s/ Donald R. Leitch

 

FOR DEPARTMENTAL USE ONLY

 

CORPORATE ACCESS NO. _______________    INCORPORATION DATE:_____________

 

- 2 -

EX-99.T3A3 4 d856091dex99t3a3.htm EX-99.T3A3 EX-99.T3A3

Exhibit T3A.3

LOGO

CORPORATE ACCESS NUMBER 20672539 BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION 672539 ALBERTA LTD. WAS INCORPORATED IN ALBERTA ON OCTOBER 31, 1995 Registrar of Corporations REG 3066 (95/09)


LOGO

20672539

ARTICLES OF INCORPORATION

 

1.

NAME OF CORPORATION:     672539     ALBERTA LTD.

 

2.

THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE:

Capital

The Corporation is authorized to issue one (1) class of shares, namely an unlimited number of Common Shares without nominal or par value (herein referred to as the “Common Shares”).

Common Shares

The holders of the Common Shares shall be entitled:

 

  (a)

to vote at all meetings of shareholders, and on every poll taken at every such meeting, or adjourned meeting, every holder of Common Shares shall be entitled to one vote in respect of each such share held;

 

  (b)

the holders Common Shares shall be entitled to receive such dividends as and when the Directors in their discretion may declare thereon.

 

3.

RESTRICTIONS IF ANY ON SHARE TRANSFERS:

The right of shareholders to transfer or dispose of their shares in the Corporation shall be subject to the following restrictions:

 

  (a)

Except where a transfer is made pursuant to the provisions of sub-clause 3(b) below, any transfer of shares in the Corporation shall require a resolution of the Board of Directors of the Corporation approving such transfer.

 

  (b)

Any share of a deceased shareholder may be transferred by his executors or administrators to any child or other issue, son-in-law, daughter-in-law, father, mother, brother, sister, nephew, niece, widow or widower of such deceased shareholder or to any other beneficiary named in the Will of such deceased shareholder and any shares of the Corporation standing in the name of the trustees of the Will of any deceased shareholder may be transferred upon any change of trustees to the trustees for the time being of such Will.


4.

NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS:

The Corporation shall have not less than one (1) director nor more than ten (10) directors. Subject to the provisions of the Business Corporations Act of Alberta, the directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting of the Corporation provided that the total number of directors shall not at any time exceed the maximum hereinbefore prescribed.

 

5.

RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON:

There shall be no restrictions as to the businesses which the Corporation may carry on.

 

6.

OTHER PROVISIONS IF ANY:

 

  (a)

The number of shareholders of the Corporation shall be limited to not more than fifty (50) persons (exclusive of persons who are in the employment of the Corporation or that of an affiliate within the meaning of the Business Corporations Act of Alberta and also exclusive of persons who, having been formerly in the Corporation’s employment or that of an affiliate, were, while in that employment, shareholders of the Corporation and have continued to be shareholders of the Corporation after termination of that employment); provided that where two (2) or more persons hold one or more shares in the Corporation jointly they shall, for the purpose of this sub-clause 6(a), be treated as a single shareholder.

 

  (b)

No invitation shall be made to the public to subscribe for securities of the Corporation.

 

  (c)

The Corporation shall have a lien on shares registered in the name of any shareholder who is indebted to the Corporation for any amount.

 

7.  INCORPORATORS

   DATE: October 30, 1995

 

NAMES

  

ADDRESS

 

SIGNATURE

DONALD R. LEITCH

  

1500, 407 - 2nd Street S.W.

Calgary, Alberta, T2P 2Y3

 

 

/s/ Donald R. Leitch

 

 

FOR DEPARTMENTAL USE ONLY

 

  
CORPORATE ACCESS NO.                                         INCORPORATION DATE:                                     

 

- 2 -

EX-99.T3A4 5 d856091dex99t3a4.htm EX-99.T3A4 EX-99.T3A4

Exhibit T3A.4

LOGO

CORPORATE ACCESS NUMBER 20672540 BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION 672540 ALBERTA LTD. WAS INCORPORATED IN ALBERTA ON OCTOBER 31, 1995 Registrar of Corporations REG 3066 (95/09)


 

LOGO

20672540

ARTICLES OF INCORPORATION

 

1.

NAME OF CORPORATION    672540     ALBERTA LTD.

 

2.

THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE:

Capital

The Corporation is authorized to issue one (1) class of shares, namely an unlimited number of Common Shares without nominal or par value (herein referred to as the “Common Shares”).

Common Shares

The holders of the Common Shares shall be entitled:

 

  (a)

to vote at all meetings of shareholders, and on every poll taken at every such meeting, or adjourned meeting, every holder of Common Shares shall be entitled to one vote in respect of each such share held;

 

  (b)

the holders Common Shares shall be entitled to receive such dividends as and when the Directors in their discretion may declare thereon.

 

3.

RESTRICTIONS IF ANY ON SHARE TRANSFERS:

The right of shareholders to transfer or dispose of their shares in the Corporation shall be subject to the following restrictions:

 

  (a)

Except where a transfer is made pursuant to the provisions of sub-clause 3(b) below, any transfer of shares in the Corporation shall require a resolution of the Board of Directors of the Corporation approving such transfer.

 

  (b)

Any share of a deceased shareholder may be transferred by his executors or administrators to any child or other issue, son-in-law, daughter-in-law, father, mother, brother, sister, nephew, niece, widow or widower of such deceased shareholder or to any other beneficiary named in the Will of such deceased shareholder and any shares of the Corporation standing in the name of the trustees of the Will of any deceased shareholder may be transferred upon any change of trustees to the trustees for the time being of such Will.


4.

NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS:

The Corporation shall have not less than one (1) director nor more than ten (10) directors. Subject to the provisions of the Business Corporations Act of Alberta, the directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting of the Corporation provided that the total number of directors shall not at any time exceed the maximum hereinbefore prescribed.

 

5.

RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON:

There shall be no restrictions as to the businesses which the Corporation may carry on.

 

6.

OTHER PROVISIONS IF ANY:

 

  (a)

The number of shareholders of the Corporation shall be limited to not more than fifty (50) persons (exclusive of persons who are in the employment of the Corporation or that of an affiliate within the meaning of the Business Corporations Act of Alberta and also exclusive of persons who, having been formerly in the Corporation’s employment or that of an affiliate, were, while in that employment, shareholders of the Corporation and have continued to be shareholders of the Corporation after termination of that employment); provided that where two (2) or more persons hold one or more shares in the Corporation jointly they shall, for the purpose of this sub-clause 6(a), be treated as a single shareholder.

 

  (b)

No invitation shall be made to the public to subscribe for securities of the Corporation.

 

  (c)

The Corporation shall have a lien on shares registered in the name of any shareholder who is indebted to the Corporation for any amount.

 

7. INCORPORATORS       DATE: October 30, 1995

 

NAMES

  

ADDRESS

  

SIGNATURE

DONALD R. LEITCH   

1500, 407 - 2nd Street S.W.

Calgary, Alberta, T2P 2Y3

  

 

/s/ Donald R. Leitch

 

FOR DEPARTMENTAL USE ONLY

CORPORATE ACCESS NO.                                                              INCORPORATION DATE:_______________________

 

- 2 -

EX-99.T3A5 6 d856091dex99t3a5.htm EX-99.T3A5 EX-99.T3A5

Exhibit T3A.5

CORPORATE ACCESS NUMBER: 2016837409

Government

of Alberta

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

AMENDMENT AND REGISTRATION

OF RESTATED ARTICLES

1683740 ALBERTA LTD.

AMENDED ITS ARTICLES ON 2014/04/24.

 

LOGO             

7.00 a.m. MDT            


Name/Structure Change Alberta Corporation—Registration Statement

Alberta Amendment Date: 2014/04/24

 

Service Request Number: 21337902
Corporate Access Number: 2016837409
Legal Entity Name:    1683740 ALBERTA LTD.
French Equivalent Name:   
Legal Entity Status:    Active
Alberta Corporation Type:    Numbered Alberta Corporation
New Legal Entity Name:    1683740 ALBERTA LTD.
New French Equivalent Name:   
Nuans Number:   
Nuans Date:   
French Nuans Number:   
French Nuans Date:   
Share Structure:    SEE ELECTRONIC ATTACHMENT
Share Transfers Restrictions:    SEE SCHEDULE ATTACHED.
Number of Directors:   
Min Number Of Directors:    1
Max Number Of Directors:    9
Business Restricted To:    NONE
Business Restricted From:    NONE
Other Provisions:    SEE SCHEDULE ATTACHED.
BCA Section/Subsection:    173(1)(D) & (E)
Professional Endorsement Provided:   
Future Dating Required:   

Annual Return

 

File Year

  

Date Filed

     

2013

   2013/11/13   

Attachment

 

Attachment Type

  

Microfilm Bar Code

  

Date Recorded

Other Rules or Provisions

   ELECTRONIC    2012/06/13

Share Structure

   ELECTRONIC    2012/06/13

Restrictions on Share Transfers

   ELECTRONIC    2012/06/13

Share Structure

   ELECTRONIC    2014/04/24


Registration Authorized By:    LEANNE C. KRAWCHUK
   SOLICITOR

 


AUTHORIZED CAPITAL

of 1683740 Alberta Ltd. (the “Corporation”)

The Corporation is authorized to issue an unlimited number of shares designated as Common Shares, an unlimited number of shares designated as Class A Preferred Shares, an unlimited number of shares designated as Class B Preferred Shares, an unlimited number of shares designated as Class C Preferred Shares and an unlimited number of shares designated as Class D Preferred Shares. The Class A Preferred Shares, the Class B Preferred Shares, the Class C Preferred Shares and the Class D Preferred Shares are collectively referred to below as the “Preferred Shares”.

The respective rights, privileges, restrictions and conditions attached to the Common Shares and each class of Preferred Shares are set out below.

For greater certainty, each class of Preferred Shares described below is separate and distinct from the other classes of Preferred Shares described below, notwithstanding that the rights, privileges, restrictions and conditions attaching to the Preferred Shares of a particular class may be the same as the rights, privileges, restrictions and conditions attaching to the Preferred Shares of another class.

Where a word or term is defined below in a description of the rights, privileges, restrictions and conditions of a particular class of shares, the definition applies for the purpose of that description of that class of shares, but not for the purpose of the description of any other class of shares.

 

A.

COMMON SHARES

1. Subject to any preference as to dividends provided to the holders of any other class of shares ranking senior to the Common Shares with respect to priority in the payment of dividends, the holders of the Common Shares shall be entitled to receive dividends and the Corporation shall pay dividends thereon, as and when declared by the directors of the Corporation out of monies properly applicable to the payment of dividends, in such amount and in such form as the directors may from time to time determine.

2. In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets or property of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the prior rights of the holders of any other class of shares ranking senior to the Common Shares with respect to priority in the distribution of assets or property of the Corporation, upon such liquidation, dissolution, winding-up or other distribution the holders of the Common Shares shall be entitled to receive equally share for share the remaining property or assets of the Corporation.

3. The holders of the Common Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall have one vote for each Common Share held at all meetings of the shareholders of the Corporation, except for meetings at which only holders of another specified class or series of shares of the Corporation are entitled to vote separately as a class or series.

 

B.

CLASS A PREFERRED SHARES

1. Except as stated herein, the Class A Preferred Shares rank senior to the Common Shares, such that the rights and privileges of the Class A Preferred Shares rank in priority to the rights and privileges of the Common Shares (except in the case of voting). The Class A preferred Shares rank equally with the Class B Preferred Shares, the Class C Preferred Shares and the Class D Preferred Shares, such that the rights and privileges of the Class A Preferred Shares rank ratably and on a parity with the rights and privileges of the other classes of Preferred Shares.

2. The Class A Preferred Shares may be issued from time to time, when and as determined by the directors of the Corporation, at an issue price of $1 per Class A Preferred Share.

3. Each Class A Preferred Share shall be redeemable at a redemption price of $1 per Class A Preferred Share (the “Redemption Price”). When redeeming a Class A Preferred Share, the Corporation shall pay, in addition to the Redemption Price of that Class A Preferred Share, an amount equal to any unpaid cumulative dividends on that


Class A Preferred Share.

4. The Corporation may redeem the Class A Preferred Shares on its demand. To so redeem some or all of the Class A Preferred Shares, the Corporation shall give at least thirty (30) days’ written notice of the redemption by mailing the notice to the registered holders of the Class A Preferred Shares to be redeemed, specifying the date and place of redemption and the number of Class A Preferred Shares to be redeemed. The notice may be given by prepaid post addressed to each holder at that holder’s address as it appears in the records of the Corporation. If the notice is given by the Corporation and if an amount (as indicated in section B.3) sufficient to redeem the specified Class A Preferred Shares is paid to the applicable holder or is deposited with a chartered bank or trust company in Canada, as specified in the notice, on or before the date fixed for redemption, those Class A Preferred Shares are redeemed as of the date fixed for redemption and thereafter a holder of Class A Preferred Shares specified in the notice, as such, has no rights against the Corporation except, upon surrendering the certificate for those Class A Preferred Shares, to receive payment of the Redemption Price of each specified Class A Preferred Share held by that holder, plus any unpaid cumulative dividends on each specified Class A Preferred Share held by that holder.

5. The Corporation is required to redeem Class A Preferred Shares on the demand of the holder thereof. To require the Corporation to redeem some or all of the holder’s Class A Preferred Shares, the holder shall deliver a written notice (a “Retraction Notice”) specifying the number of Class A Preferred Shares to be redeemed, together with the share certificate representing those Class A Preferred Shares, to the Corporation at its registered office, whereupon the Corporation shall redeem those Class A Preferred Shares within thirty (30) days after the date on which the Retraction Notice and the share certificate are so delivered, for an amount equal to the total of the Redemption Prices of the Class A Preferred Shares specified in the Retraction Notice, plus any unpaid cumulative dividends on those Class A Preferred Shares. The Corporation is not obligated to comply with this provision if, and so long as, the redemption would be contrary to any applicable law. If at any time an applicable law prohibits the Corporation from redeeming Class A Preferred Shares held by a holder who has delivered a Retraction Notice and the requisite share certificate to the Corporation, the Corporation shall thereafter, without further notice or demand by the holder, redeem those Class A Preferred Shares as soon as the redemption is permitted by the applicable law, or, if the redemption of some but not all of the Class A Preferred Shares is then permitted by the applicable law, the Corporation shall redeem such number of the Class A Preferred Shares as is then permitted and shall subsequently redeem, in one or more stages, the remaining Class A Preferred Shares that are the subject of the Retraction Notice as soon as such further redemption is permitted by the applicable law. If more than one holder has delivered a Retraction Notice and the requisite share certificate to the Corporation and the Corporation is permitted to redeem some but not all of the holders’ Class A Preferred Shares, the number of each holder’s Class A Preferred Shares to be redeemed shall be determined on a proportionate basis.

6. A holder of a Class A Preferred Share shall, in each financial period of the Corporation, until the Class A Preferred Share is redeemed, be entitled, out of any or all profits or surplus available for dividends, to receive, as and when declared by the directors of the Corporation, fixed cumulative preferential dividends at the rate of 9.025% per year on the Redemption Price of each Class A Preferred Share held by the holder, payable annually, in one or more instalments (as determined by the directors), on or before the last day of each financial period, provided that comparable dividends are declared and paid at the same rate, at the same times and in the same manner on each of the other classes of Preferred Shares. If, on any cumulative dividend payment date, the Corporation does not have sufficient profits or surplus available to pay in full the cumulative dividends payable on that date on all Class A Preferred Shares and all other Preferred Shares, such profits or surplus as are available shall be paid on a proportionate


basis as a dividend on the Class A Preferred Shares and as dividends on the other Preferred Shares. If, on any cumulative dividend payment date, the cumulative dividend payable on that date is not paid in full on all Class A Preferred Shares, the cumulative dividend, or the unpaid part thereof, shall be paid at a subsequent date, as and when declared by the directors. No dividend shall at any time be declared or paid on any other shares of the Corporation unless all accrued cumulative dividends on the Class A Preferred Shares and the other Preferred Shares shall have been declared and paid before that time or are declared or paid (as the case may be) concurrently at that time. For greater certainty:

6.1 no dividend shall be declared or paid on the Class A Preferred Shares unless concurrently therewith a comparable dividend is declared or paid (as the case may be) at the same rate and in the same manner on each of the other classes of Preferred Shares;

6.2 dividends may be declared and paid on the Class A Preferred Shares to the complete exclusion of the other classes of shares of the Corporation (except the other Preferred Shares); and

6.3 no dividend shall at any time be declared or paid on any other shares of the Corporation if there are reasonable grounds for believing that, after the payment of the dividend, the realizable value of the Corporation’s assets would be less than the aggregate of the Corporation’s liabilities, the stated capital of the Common Shares, the total of the Redemption Prices of the Class A Preferred Shares then issued and outstanding and the total of the redemption prices of the other Preferred shares then issued and outstanding, plus any unpaid cumulative dividends on the Preferred Shares of any class.

7. In the event of the liquidation, dissolution or winding- up of the Corporation or other distribution of property of the Corporation among its shareholders for the purpose of winding up its affairs, each holder of a Class A Preferred Share shall be entitled to receive, before any distribution of any property of the Corporation among the holders of any other shares of the Corporation (except the Preferred Shares of any class), an amount equal to, but not greater than, the total of the Redemption Prices of the Class A Preferred Shares held by the holder, plus any unpaid cumulative dividends on those Class A Preferred Shares. If, on the liquidation, dissolution or winding-up of the Corporation or other distribution of property of the Corporation among its shareholders for the purpose of winding up its affairs, the Corporation does not have sufficient property to distribute an amount equal to the total of the Redemption Prices of the Class A Preferred Shares and the total of the redemption prices of the other Preferred Shares among all the holders of all the Class A Preferred Shares and all the holders of all the other Preferred Shares, the property available for distribution shall be distributed on a proportionate basis among the holders of the Class A Preferred Shares and the holders of the other Preferred Shares.

8. Except where specifically provided by the Business Corporations Act (Alberta), the holders of the Class A Preferred Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

 

C.

CLASS B PREFERRED SHARES

1. Except as stated herein, the Class B Preferred Shares rank senior to the Common Shares, such that the rights and privileges of the Class B Preferred Shares rank in priority to the rights and privileges of the Common Shares (except in the case of voting). The Class B Preferred Shares rank equally with the Class A Preferred Shares, the Class C Preferred Shares and the Class D Preferred Shares, such that the rights and privileges of the Class B Preferred Shares rank ratably and on a parity with the rights and privileges of the other classes of Preferred Shares.

2. The Class B Preferred Shares may be issued from time to time, when and as determined by the directors of the Corporation, at an issue price of $1 per Class B Preferred Share.

3. Each Class B Preferred Share shall be redeemable at a redemption price of $1 per Class B Preferred Share (the “Redemption Price”). When redeeming a Class B Preferred Share, the Corporation


shall pay, in addition to the Redemption Price of that Class B Preferred Share, an amount equal to any unpaid cumulative dividends on that Class B Preferred Share.

4. The Corporation may redeem the Class B Preferred Shares on its demand. To so redeem some or all of the Class B Preferred Shares, the Corporation shall give at least thirty (30) days’ written notice of the redemption by mailing the notice to the registered holders of the Class B Preferred Shares to be redeemed, specifying the date and place of redemption and the number of Class B Preferred Shares to be redeemed. The notice may be given by prepaid post addressed to each holder at that holder’s address as it appears in the records of the Corporation. If the notice is given by the Corporation and if an amount (as indicated in section C.3) sufficient to redeem the specified Class B Preferred Shares is paid to the applicable holder or is deposited with a chartered bank or trust company in Canada, as specified in the notice, on or before the date fixed for redemption, those Class B Preferred Shares are redeemed as of the date fixed for redemption and thereafter a holder of Class B Preferred Shares specified in the notice, as such, has no rights against the Corporation except, upon surrendering the certificate for those Class B Preferred Shares, to receive payment of the Redemption Price of each specified Class B Preferred Share held by that holder, plus any unpaid cumulative dividends on each specified Class B Preferred Share held by that holder.

5. The Corporation is required to redeem Class B Preferred Shares on the demand of the holder thereof. To require the Corporation to redeem some or all of the holder’s Class B Preferred Shares, the holder shall deliver a written notice (a “Retraction Notice”) specifying the number of Class B Preferred Shares to be redeemed, together with the share certificate representing those Class B Preferred Shares, to the Corporation at its registered office, whereupon the Corporation shall redeem those Class B Preferred Shares within thirty (30) days after the date on which the Retraction Notice and the share certificate are so delivered, for an amount equal to the total of the Redemption Prices of the Class B Preferred Shares specified in the Retraction Notice, plus any unpaid cumulative dividends on those Class B Preferred Shares. The Corporation is not obligated to comply with this provision if, and so long as, the redemption would be contrary to any applicable law. If at any time an applicable law prohibits the Corporation from redeeming Class B Preferred Shares held by a holder who has delivered a Retraction Notice and the requisite share certificate to the Corporation, the Corporation shall thereafter, without further notice or demand by the holder, redeem those Class B Preferred Shares as soon as the redemption is permitted by the applicable law, or, if the redemption of some but not all of the Class B Preferred Shares is then permitted by the applicable law, the Corporation shall redeem such number of the Class B Preferred Shares as is then permitted and shall subsequently redeem, in one or more stages, the remaining Class B Preferred Shares that are the subject of the Retraction Notice as soon as such further redemption is permitted by the applicable law. If more than one holder has delivered a Retraction Notice and the requisite share certificate to the Corporation and the Corporation is permitted to redeem some but not all of the holders’ Class B Preferred Shares, the number of each holder’s Class B Preferred Shares to be redeemed shall be determined on a proportionate basis.

6. A holder of a Class B Preferred Share shall, in each financial period of the Corporation, until the Class B Preferred Share is redeemed, be entitled, out of any or all profits or surplus available for dividends, to receive, as and when declared by the directors of the Corporation, fixed cumulative preferential dividends at the rate of 9.025% per year on the Redemption Price of each Class B Preferred Share held by the holder, payable annually, in one or more instalments (as determined by the directors), on or before the last day of each financial period, provided that comparable dividends are declared and paid at the same rate, at the same times and in the same manner on each of the other classes of Preferred Shares. If, on any cumulative dividend payment date, the Corporation does not have sufficient profits or surplus available to pay in full the cumulative dividends payable on


that date on all Class B Preferred Shares and all other Preferred Shares, such profits or surplus as are available shall be paid on a proportionate basis as a dividend on the Class B Preferred Shares and as dividends on the other Preferred Shares. If, on any cumulative dividend payment date, the cumulative dividend payable on that date is not paid in full on all Class B Preferred Shares, the cumulative dividend, or the unpaid part thereof, shall be paid at a subsequent date, as and when declared by the directors. No dividend shall at any time be declared or paid on any other shares of the Corporation unless all accrued cumulative dividends on the Class B Preferred Shares and the other Preferred Shares shall have been declared and paid before that time or are declared or paid (as the case may be) concurrently at that time. For greater certainty:

6.1 no dividend shall be declared or paid on the Class B Preferred Shares unless concurrently therewith a comparable dividend is declared or paid (as the case may be) at the same rate and in the same manner on each of the other classes of Preferred Shares;

6.2 dividends may be declared and paid on the Class B Preferred Shares to the complete exclusion of the other classes of shares of the Corporation (except the other Preferred Shares); and

6.3 no dividend shall at any time be declared or paid on any other shares of the Corporation if there are reasonable grounds for believing that, after the payment of the dividend, the realizable value of the Corporation’s assets would be less than the aggregate of the Corporation’s liabilities, the stated capital of the Common Shares, the total of the Redemption Prices of the Class B Preferred Shares then issued and outstanding and the total of the redemption prices of the other Preferred Shares then issued and outstanding, plus any unpaid cumulative dividends on the Preferred Shares of any class.

7. In the event of the liquidation, dissolution or winding- up of the Corporation or other distribution of property of the Corporation among its shareholders for the purpose of winding up its affairs, each holder of a Class B Preferred Share shall be entitled to receive, before any distribution of any property of the Corporation among the holders of any other shares of the Corporation (except the Preferred Shares of any class), an amount equal to, but not greater than, the total of the Redemption Prices of the Class B Preferred Shares held by the holder, plus any unpaid cumulative dividends on those Class B Preferred Shares. If, on the liquidation, dissolution or winding-up of the Corporation or other distribution of property of the Corporation among its shareholders for the purpose of winding up its affairs, the Corporation does not have sufficient property to distribute an amount equal to the total of the Redemption Prices of the Class B Preferred Shares and the total of the redemption prices of the other Preferred Shares among all the holders of all the Class B Preferred Shares and all the holders of all the other Preferred Shares, the property available for distribution shall be distributed on a proportionate basis among the holders of the Class B Preferred Shares and the holders of the other Preferred Shares.

8. Except where specifically provided by the Business corporations Act (Alberta), the holders of the Class B Preferred Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

9. It is the Corporation’s intention to issue the Class B Preferred Shares pursuant to an Agreement of Purchase and Sale (the “Agreement”) between another party (as vendor) and the Corporation (as purchaser). If the price adjustment clause (the “PAC”) in the Agreement becomes operative and requires that the Redemption Price of each Class B Preferred Share be adjusted, that Redemption Price shall be adjusted in accordance with the PAC. If the PAC becomes operative and requires the issuance or cancellation of Class B Preferred Shares, the Redemption Price of each Class B Preferred Share shall continue to be $1, but the number of Class B Preferred Shares issued pursuant to the Agreement shall be adjusted in accordance with the PAC.

10. On issuing the Class B Preferred Shares, as required by the Agreement, the Corporation may, as permitted by section 28(3) of the Business Corporations Act (Alberta), add, to the stated capital


account maintained for the Class B Preferred Shares, the whole or any part of the amount of the consideration that the Corporation received pursuant to the Agreement.

 

D.

CLASS C PREFERRED SHARES

1. Except as stated herein, the Class C Preferred Shares rank senior to the Common Shares, such that the rights and privileges of the Class C Preferred Shares rank in priority to the rights and privileges of the Common Shares (except in the case of voting). The Class C Preferred Shares rank equally with the Class A Preferred Shares, the Class B Preferred Shares and the Class D Preferred Shares, such that the rights and privileges of the Class C Preferred Shares rank ratably and on a parity with the rights and privileges of the other classes of Preferred Shares.

2. The Class C Preferred Shares may be issued from time to time, when and as determined by the directors of the Corporation, at an issue price of $1 per Class C Preferred Share.

3. Each Class C Preferred Share shall be redeemable at a redemption price of $1 per Class C Preferred Share (the “Redemption Price”). When redeeming a Class C Preferred Share, the Corporation shall pay, in addition to the Redemption Price of that Class C Preferred Share, an amount equal to any unpaid cumulative dividends on that Class C Preferred Share.

4. The Corporation may redeem the Class C Preferred Shares on its demand. To so redeem some or all of the Class C Preferred Shares, the Corporation shall give at least thirty (30) days’ written notice of the redemption by mailing the notice to the registered holders of the Class C Preferred Shares to be redeemed, specifying the date and place of redemption and the number of Class C Preferred Shares to be redeemed. The notice may be given by prepaid post addressed to each holder at that holder’s address as it appears in the records of the Corporation. If the notice is given by the Corporation and if an amount (as indicated in section D.3) sufficient to redeem the specified Class c Preferred Shares is paid to the applicable holder or is deposited with a chartered bank or trust company in Canada, as specified in the notice, on or before the date fixed for redemption, those Class C Preferred Shares are redeemed as of the date fixed for redemption and thereafter a holder of Class C Preferred Shares specified in the notice, as such, has no rights against the Corporation except, upon surrendering the certificate for those Class C Preferred Shares, to receive payment of the Redemption Price of each specified Class C Preferred Share held by that holder, plus any unpaid cumulative dividends on each specified Class C Preferred Share held by that holder.

5. The Corporation is required to redeem Class C Preferred shares on the demand of the holder thereof. To require the Corporation to redeem some or all of the holder’s Class C Preferred Shares, the holder shall deliver a written notice (a “Retraction Notice”) specifying the number of Class C Preferred Shares to be redeemed, together with the share certificate representing those Class C Preferred Shares, to the Corporation at its registered office, whereupon the Corporation shall redeem those Class C Preferred Shares within thirty (30) days after the date on which the Retraction Notice and the share certificate are so delivered, for an amount equal to the total of the Redemption Prices of the Class C Preferred Shares specified in the Retraction Notice, plus any unpaid cumulative dividends on those Class C Preferred Shares. The Corporation is not obligated to comply with this provision if, and so long as, the redemption would be contrary to any applicable law. If at any time an applicable law prohibits the Corporation from redeeming Class C Preferred Shares held by a holder who has delivered a Retraction Notice and the requisite share certificate to the Corporation, the Corporation shall thereafter, without further notice or demand by the holder, redeem those Class C Preferred Shares as soon as the redemption is permitted by the applicable law, or, if the redemption of some but not all of the Class C Preferred Shares is then permitted by the applicable law, the Corporation shall redeem such number of the Class C Preferred Shares as is then permitted and shall subsequently redeem, in one or more stages, the remaining Class C Preferred Shares that are the subject of the Retraction Notice as soon as


such further redemption is permitted by the applicable law. If more than one holder has delivered a Retraction Notice and the requisite share certificate to the Corporation and the Corporation is permitted to redeem some but not all of the holders’ Class C Preferred Shares, the number of each holder’s Class C Preferred Shares to be redeemed shall be determined on a proportionate basis.

6. A holder of a Class C Preferred Share shall, in each financial period of the Corporation, until the Class C Preferred Share is redeemed, be entitled, out of any or all profits or surplus available for dividends, to receive, as and when declared by the directors of the Corporation, fixed cumulative preferential dividends at the rate of 9.025% per year on the Redemption Price of each Class C Preferred Share held by the holder, payable annually, in one or more instalments (as determined by the directors), on or before the last day of each financial period, provided that comparable dividends are declared and paid at the same rate, at the same times and in the same manner on each of the other classes of Preferred Shares. If, on any cumulative dividend payment date, the Corporation does not have sufficient profits or surplus available to pay in full the cumulative dividends payable on that date on all Class C Preferred Shares and all other Preferred Shares, such profits or surplus as are available shall be paid on a proportionate basis as a dividend on the Class C Preferred Shares and as dividends on the other Preferred Shares. If, on any cumulative dividend payment date, the cumulative dividend payable on that date is not paid in full on all Class C Preferred Shares, the cumulative dividend, or the unpaid part thereof, shall be paid at a subsequent date, as and when declared by the directors. No dividend shall at any time be declared or paid on any other shares of the Corporation unless all accrued cumulative dividends on the Class C Preferred Shares and the other Preferred Shares shall have been declared and paid before that time or are declared or paid (as the case may be) concurrently at that time. For greater certainty:

6.1 no dividend shall be declared or paid on the Class C Preferred Shares unless concurrently therewith a comparable dividend is declared or paid (as the case may be) at the same rate and in the same manner on each of the other classes of Preferred Shares;

6.2 dividends may be declared and paid on the Class C Preferred Shares to the complete exclusion of the other classes of shares of the Corporation (except the other Preferred Shares); and

6.3 no dividend shall at any time be declared or paid on any other shares of the Corporation if there are reasonable grounds for believing that, after the payment of the dividend, the realizable value of the Corporation’s assets would be less than the aggregate of the Corporation’s liabilities, the stated capital of the Common Shares, the total of the Redemption Prices of the Class C Preferred Shares then issued and outstanding and the total of the redemption prices of the other Preferred Shares then issued and outstanding, plus any unpaid cumulative dividends on the Preferred Shares of any class.

7. In the event of the liquidation, dissolution or winding- up of the Corporation or other distribution of property of the corporation among its shareholders for the purpose of winding up its affairs, each holder of a Class C Preferred Share shall be entitled to receive, before any distribution of any property of the Corporation among the holders of any other shares of the Corporation (except the Preferred Shares of any class), an amount equal to, but not greater than, the total of the Redemption Prices of the Class C Preferred Shares held by the holder, plus any unpaid cumulative dividends on those Class C Preferred Shares. If, on the liquidation, dissolution or winding-up of the Corporation or other distribution of property of the Corporation among its shareholders for the purpose of winding up its affairs, the Corporation does not have sufficient property to distribute an amount equal to the total of the Redemption Prices of the Class C Preferred Shares and the total of the redemption prices of the other Preferred Shares among all the holders of all the Class C Preferred Shares and all the holders of all the other Preferred Shares, the property available for distribution shall be distributed on a proportionate basis among the holders of the Class C Preferred Shares and the holders of the other Preferred Shares.


8. Except where specifically provided by the Business Corporations Act (Alberta), the holders of the Class C Preferred Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

9. It is the Corporation’s intention to issue the Class C Preferred Shares pursuant to a Share Rollover Agreement (the “Agreement”) between another party (as vendor) and the Corporation (as purchaser). If the price and election amount adjustment clause (the “Primary Clause”) in the Agreement becomes operative, the Redemption Price of each Class C Preferred Share shall be adjusted in accordance with the Primary Clause. If the alternate price adjustment clause (the “Alternate Clause”) in the Agreement becomes operative, the Redemption Price of each Class C Preferred Share shall continue to be $1, but the number of Class C Preferred Shares issued pursuant to the Agreement shall be adjusted in accordance with the Alternate Clause.

10. On issuing the Class C Preferred Shares, as required by the Agreement, the Corporation may, as permitted by section 28(3) of the Business Corporations Act (Alberta), add, to the stated capital account maintained for the Class C Preferred Shares, the whole or any part of the amount of the consideration that the Corporation received pursuant to the Agreement.

 

E.

CLASS D PREFERRED SHARES

1. Except as stated herein, the Class D Preferred Shares rank senior to the Common Shares, such that the rights and privileges of the Class D Preferred Shares rank in priority to the rights and privileges of the Common Shares (except in the case of voting). The Class D Preferred Shares rank equally with the Class A Preferred Shares, the Class B Preferred Shares and the Class C Preferred Shares, such that the rights and privileges of the Class D Preferred Shares rank ratably and on a parity with the rights and privileges of the other classes of Preferred Shares.

2. The Class D Preferred Shares may be issued from time to time, when and as determined by the directors of the Corporation, at an issue price of $1 per Class D Preferred Share.

3. Each Class D Preferred Share shall be redeemable at a redemption price of $1 per Class D Preferred Share (the “Redemption Price”). When redeeming a Class D Preferred Share, the Corporation shall pay, in addition to the Redemption Price of that Class D Preferred Share, an amount equal to any unpaid cumulative dividends on that Class D Preferred Share.

4. The Corporation may redeem the Class D Preferred Shares on its demand. To so redeem some or all of the Class D Preferred Shares, the Corporation shall give at least thirty (30) days’ written notice of the redemption by mailing the notice to the registered holders of the Class D Preferred Shares to be redeemed, specifying the date and place of redemption and the number of Class D Preferred Shares to be redeemed. The notice may be given by prepaid post addressed to each holder at that holder’s address as it appears in the records of the Corporation. If the notice is given by the Corporation and if an amount (as indicated in section E.3) sufficient to redeem the specified Class D Preferred Shares is paid to the applicable holder or is deposited with a chartered bank or trust company in Canada, as specified in the notice, on or before the date fixed for redemption, those Class D Preferred Shares are redeemed as of the date fixed for redemption and thereafter a holder of Class D Preferred Shares specified in the notice, as such, has no rights against the Corporation except, upon surrendering the certificate for those Class D Preferred Shares, to receive payment of the Redemption Price of each specified Class D Preferred Share held by that holder, plus any unpaid cumulative dividends on each specified Class D Preferred Share held by that holder.

5. The Corporation is required to redeem Class D Preferred Shares on the demand of the holder thereof. To require the Corporation to redeem some or all of the holder’s Class D Preferred Shares, the holder shall deliver a written notice (a “Retraction Notice”) specifying the number of Class D Preferred Shares to be redeemed,


together with the share certificate representing those Class D Preferred Shares, to the Corporation at its registered office, whereupon the Corporation shall redeem those Class D Preferred Shares within thirty (30) days after the date on which the Retraction Notice and the share certificate are so delivered, for an amount equal to the total of the Redemption Prices of the Class D Preferred Shares specified in the Retraction Notice, plus any unpaid cumulative dividends on those Class D Preferred Shares. The Corporation is not obligated to comply with this provision if, and so long as, the redemption would be contrary to any applicable law. If at any time an applicable law prohibits the Corporation from redeeming Class D Preferred Shares held by a holder who has delivered a Retraction Notice and the requisite share certificate to the Corporation, the Corporation shall thereafter, without further notice or demand by the holder, redeem those Class D Preferred Shares as soon as the redemption is permitted by the applicable law, or, if the redemption of some but not all of the Class D Preferred Shares is then permitted by the applicable law, the Corporation shall redeem such number of the Class D Preferred Shares as is then permitted and shall subsequently redeem, in one or more stages, the remaining Class D Preferred Shares that are the subject of the Retraction Notice as soon as such further redemption is permitted by the applicable law. If more than one holder has delivered a Retraction Notice and the requisite share certificate to the Corporation and the Corporation is permitted to redeem some but not all of the holders’ Class D Preferred Shares, the number of each holder’s Class D Preferred Shares to be redeemed shall be determined on a proportionate basis.

6. A holder of a Class D Preferred Share shall, in each financial period of the Corporation, until the Class D Preferred Share is redeemed, be entitled, out of any or all profits or surplus available for dividends, to receive, as and when declared by the directors of the Corporation, fixed cumulative preferential dividends at the rate of 9.025% per year on the Redemption Price of each Class D Preferred Share held by the holder, payable annually, in one or more instalments (as determined by the directors), on or before the last day of each financial period, provided that comparable dividends are declared and paid at the same rate, at the same times and in the same manner on each of the other classes of Preferred Shares. If, on any cumulative dividend payment date, the Corporation does not have sufficient profits or surplus available to pay in full the cumulative dividends payable on that date on all Class D Preferred Shares and all other Preferred Shares, such profits or surplus as are available shall be paid on a proportionate basis as a dividend on the Class D Preferred Shares and as dividends on the other Preferred Shares. If, on any cumulative dividend payment date, the cumulative dividend payable on that date is not paid in full on all Class D Preferred Shares, the cumulative dividend, or the unpaid part thereof, shall be paid at a subsequent date, as and when declared by the directors. No dividend shall at any time be declared or paid on any other shares of the Corporation unless all accrued cumulative dividends on the Class D Preferred Shares and the other Preferred Shares shall have been declared and paid before that time or are declared or paid (as the case may be) concurrently at that time. For greater certainty:

6.1 no dividend shall be declared or paid on the Class D Preferred Shares unless concurrently therewith a comparable dividend is declared or paid (as the case may be) at the same rate and in the same manner on each of the other classes of Preferred Shares;

6.2 dividends may be declared and paid on the Class D Preferred Shares to the complete exclusion of the other classes of shares of the Corporation (except the other Preferred Shares); and

6.3 no dividend shall at any time be declared or paid on any other shares of the Corporation if there are reasonable grounds for believing that, after the payment of the dividend, the realizable value of the Corporation’s assets would be less than the aggregate of the Corporation’s liabilities, the stated capital of the Common Shares, the total of the Redemption Prices of the Class D Preferred Shares then issued and outstanding and the total of the redemption prices of the other Preferred Shares then issued and outstanding, plus any unpaid cumulative dividends on the Preferred Shares of any class.


7. In the event of the liquidation, dissolution or winding- up of the Corporation or other distribution of property of the Corporation among its shareholders for the purpose of winding up its affairs, each holder of a Class D Preferred Share shall be entitled to receive, before any distribution of any property of the Corporation among the holders of any other shares of the Corporation (except the Preferred Shares of any class), an amount equal to, but not greater than, the total of the Redemption Prices of the Class D Preferred Shares held by the holder, plus any unpaid cumulative dividends on those Class D Preferred Shares. If, on the liquidation, dissolution or winding-up of the Corporation or other distribution of property of the Corporation among its shareholders for the purpose of winding up its affairs, the Corporation does not have sufficient property to distribute an amount equal to the total of the Redemption Prices of the Class D Preferred Shares and the total of the redemption prices of the other Preferred Shares among all the holders of all the Class D Preferred Shares and all the holders of all the other Preferred Shares, the property available for distribution shall be distributed on a proportionate basis among the holders of the Class D Preferred Shares and the holders of the other Preferred Shares.

8. Except where specifically provided by the Business Corporations Act (Alberta), the holders of the Class D Preferred Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

9. It is the Corporation’s intention to issue the Class D Preferred Shares pursuant to a Share Rollover Agreement (the “Agreement”) between another party (as vendor) and the Corporation (as purchaser). If the price and election amount adjustment clause (the “Primary Clause”) in the Agreement becomes operative, the Redemption Price of each Class D Preferred Share shall be adjusted in accordance with the Primary Clause. If the alternate price adjustment clause (the “Alternate Clause”) in the Agreement becomes operative, the Redemption Price of each Class D Preferred Share shall continue to be $1, but the number of Class D Preferred Shares issued pursuant to the Agreement shall be adjusted in accordance with the Alternate Clause.

10. On issuing the Class D Preferred Shares, as required by the Agreement, the Corporation may, as permitted by section 28(3) of the Business Corporations Act (Alberta), add, to the stated capital account maintained for the Class D Preferred Shares, the whole or any part of the amount of the consideration that the Corporation received pursuant to the Agreement.

6644368_3 | NATDOCS

EX-99.T3A6 7 d856091dex99t3a6.htm EX-99.T3A6 EX-99.T3A6

Exhibit T3A.6

20020285/IS/Iba

STATUTEN

Naam en zetel

Artikel 1

 

1.

De vennootschap draagt de naam:

Canada Northwest Oils (Europe) B.V.

 

2.

Zij is gevestigd te Amsterdam.

Doel

Artikel 2

De vennootschap heeft ten doel:

In het bijzonder het exploiteren, exploreren en verwerken (waaronder raffinage) van olie, gas en andere mineralen, de handel in genoemde goederen, daarvan afgeleide of daaraan verwante producten,

 

-

in het algemeen de fabrikage van en handel in alle soorten goederen,

 

-

alle handelingen, welke met het vorenstaande verband houden als het aanvragen van concessies, het verkrijgen en financieren van kapitaalsgoederen, het deelnemen in en besturen van andere veinnootschappen, alles in de ruimste zin,

 

-

de vennootschap is bevoegd tot het lenen en uitlenen van gelden van en aan derden en het zich borg stellen of op andere wijze sterk maken voor derden,

Kapitaal en aandelen

Artikel 3

Het maatschappelijk, kapitaal bedraagt éénhonderd twilntig miljoen zeshonderd zestienduizend euro (EUR 120.616.000.00), verdeeld in vierhonderdduizend (400.000) aandelen met een nominale waarde van driehonderd één euro en vierenvijfitg eurocent (EUR 301,54) elk.

Artikel 4

 

1.

De aandelen luiden op naam. Zij zijn genummerd op de wijze als de directie bepaalt.

 

2.

Er worden geen aandeelbewijzen afgegeven.

 

3.

De directie houdt een register, waarin de namen en adressen van alle aandeelhouders zijn opgenomen, met vermelding van het op elk aandeel gestorte bedrag.

Artikel 5

 

1.

De vennootschap is bevoegd voor eigen rekening onder bezwarende titel volgestorte aandelen in haar maatschappelijk kapitaal te verkrijgen tot ten hoogste de helft in haar geplaatste kapitaal.

 

2.

Op eigen aandelen in de vennootschap kunnen de aan die aandelen verbonden rechten niet worden uitgeoefend.

Artikel 6

 

1.

De levering van aandelen geschiedt door middel van een akte van levering en betekening van die akte aan de vennootschap of door schriftelijke erkenning van de levering door de vennootschap op grond van overlegging van die akte aan de vennootschap. Indien het betreft niet volgestorte aandelen, kan de erkenning slechts geschieden, wanneer er is een akte van overdracht met vaste dagtekening.’

 

2.

In geval van levering van niet volgestorte aandelen wordt in het register, bedoeld bij artikel 4 lid 3, mede de dag der levering aangetekend.

 

3.

Het bepaalde in de voorgaande leden is van overeenkomstige toepassing op de toedeling van aandelen bij scheiding.

Artikel 7

 

1.

De aandeelhouder, die één of meer aandelen wil vervreemden, moet deze eerst aanbieden aan zijn mede-aandeelhouders.


2.

De prijs, waarvoor de aandelen door de andere aandeelhouders kunnen worden overgenomen, wordt vastgesteld door de aanbieder en zijn mede-aandeelhouders. Indien zij niet tot overeenstemming komen, wordt de prijs vastgesteld door een onafhankelijke deskundige, op verzoek van de meest gerede partij te benoemen door de Kantonrechter, binnen wiens kanton de vennootschap statutair is gevestigd, tenzij partijen onderling overeenstemming over de deskundige bereiken.

 

3.

De aanbieder blijft bevoegd zijn aanbod in te trekken, mits dit geschiedt binnen een maand, nadat hem bekend is aan welke gegadigden hij al die aandelen, waarop het aanbod betrekking heeft, kan verkopen en tegen welke prijs.

 

4.

Indien vaststaat, dat de mede-aandeelhouders het aanbod niet aanvaarden of dat niet al de aandelen, waarop het aanbod betrekking heeft, tegen contante betaling wordt gekocht, zal de aanbieder de aandelen binnen drie maanden na die vaststelling vrijelijk mogen overdragen.

Bestuur

Artikel 8

 

1.

De vennootschap heeft een directie, bestaande uit één of meer directeuren A en één of meer directeuren B.

Een rechtspersoon kan tot directeur worden benoemd.

 

2.

De algemene vergadering benoemt de directeuren en is bevoegd hen te allen tijde te ontslaan.

Artikel 9

De directie is belast met het besturen van de zaken van de vennootschap en met het beheer van haar vermogen.

Artikel 10

De directie is bevoegd de vennootschap te vertegenwoordigen. De vennootschap kan ook worden vertegenwoordigd door een directeur A en een directeur B gezamenlijk handelend.

Artikel 11

Ingeval van ontstentenis of belet van één of meer directeuren zijn de overige directeuren of is de overige directeur tijdelijk met het gehele bestuur en beheer van de vennootschap belast, terwijl ingeval van ontstentenis of belet van alle directeuren of van de enige directeur tijdelijk met het beheer is belast de persoon, die daartoe jaarlijks door de algemene vergadering wordt aangewezen.

Boekjaar en jaarrekening

Artikel 12

 

1.

Het boekjaar valt samen met het kalenderjaar.

 

2.

Jaarlijks wordt door de directie een jaarrekening opgemaakt, bestaande uit een balans, een winst- en verliesrekening en een toelichting.

 

3.

De algemene vergadering stelt de jaarrekening vast.

 

4.

De algemene vergadering kan volledige of beperkte decharge verlenen aan de directeuren voor het gevoerde bestuur.

Winstbestemming

Artikel 13

De winst is ter beschikking van de algemene vergadering.

Algemene vergaderingen van aandeelhouders

Artikel 14

 

1.

De algemene vergaderingen worden gehouden te Amsterdam.

 

2.

Jaarlijks, uiterlijk in de maand maart, wordt een algemene vergadering gehouden, waarin ondermeer de jaarrekening en de winstbestemming worden vastgesteld.


Artikel 15

De oproeping tot de algemene vergadering geschiedt door de directie niet later dan op de Vijftiende dag vóór die van de vergadering.

Artikel 16

Zolang in een algemene vergadering het gehele geplaatste kapitaal is vertegenwoordigd, kunnen geldige besluiten worden genomen over alle aan de orde komende onderwerpen, mits met algemene stemmen, ook al zijn de door de wet of statuten gegeven voorschriften voor het oproepen en houden van vergaderingen niet in acht genomen.

Artikel 17

De algemene vergaderingen voorzien zelf in haar voorzitterschap.

Artikel 18

 

1.

De algemene vergadering besluit met volstrekte meerderheid der geldig uitgebrachte stemmen.

 

2.

Elk aandeel geeft recht tot het uitbrengen van één stem.

 

3.

Voor de aandelen van hen, wie uit anderen hoofde dan als aandeelhouder van de vennootschap door het te nemen besluit enig recht jegens de vennootschap zou worden toegekend of die daardoor van enige verplichting jegens haar zouden worden ontslagen, kunnen geldige stemmen worden uitgebracht.

Artikel l9

Tenzij met medewerking van de vennootschap certificaten van aandelen zijn uitgegeven, kunnen besluiten van aandeelhouders in plaats van in algemene vergaderingen ook schriftelijk (waaronder begrepen telegram- en telexbericht) worden genomen, mits met algemene stemmen van alle tot stemmen bevoegde aandeelhouders.

* * *


LOGO   

1/1

LOGO                 

STATEMENT on fair office translation

The undersigned:

Joannes Franciscus Verlinden, civil law notary at Eindhoven, the Netherlands,

declares:

that the attached document is a fair office translation of, to the best of my knowledge, the consecutive wording in the Dutch language of the articles of association of Canada Northwest Oils (Europe) B.V., a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands.

In preparing this document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law.

In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

 

Eindhoven, June 5th 2009.

 

   

LOGO

/s/ J.F. Verlinden                                                    

J.F. Verlinden

 


LOGO

In this translation an attempt has been made to be as literal as possible without jeopardising the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern.

ARTICLES OF ASSOCIATION

Name and seat

Article 1

 

1.

The name of the company is:

Canada Northwest Oils (Europe) B.V.

 

2.

The official seat of the company is in Amsterdam.

Objects

Article 2

The objects of the company are:

In particular the exploitation, exploration and processing (under which refining) of oil, gas and other minerals, the trade in the mentioned goods, derivatives of these goods or related products,

 

-

in particular the production of and the trade in all kinds of goods,

 

-

all transactions, which are connected therewith, such as the application of franchises, the acquisition and financing of capital goods, the participation in and management of other companies, all in the broadest sense,

 

-

the company is authorised to borrow and lend monies to and from third parties and to provide security or otherwise [sterk maken] to third parties,

Capital and shares

Article 3

The authorized capital of the company equals one hundred forty six million three hundred seventy two thousand euro (EUR 146,372,000,00), and is divided into four hundred thousand (400,000) shares with a nominal value of three hundred sixty five euro and ninety three eurocent (EUR 365.93) each.

Article 4

 

1.

All shares are to be registered shares. They are numbered in the manner as determined by the management board.

 

2.

No share certificates shall be issued.

 

3.

The management board shall keep a register in which the names and addresses of all shareholders are recorded, showing the amount paid on each share.

Article 5

 

1.

The company may acquire for its own account for valuable consideration fully paid in shares in its own authorised capital for at most half of its issued capital.

 

2.

On own shares in the company, no rights which are connected to these shares can be exercised.

Article 6

 

1.

The transfer of shares requires a deed of transfer and service of this deed to the company or by written acknowledgement of the transfer by the company on the grounds of submission of this deed to the company.


LOGO

If the shares are not paid in, acknowledgement can only take place with a deed of transfer with fixed date.

 

2.

If shares that are not paid in are being transferred, in the register as mentioned in article 4 paragraph 3, the date of transfer will also be recorded.

 

3.

The provisions of the preceding paragraphs are applicable to the division of shares at divorce.

Article 7

 

1.

Any shareholder, wishing to transfer one or more shares, shall first offer those shares to his co-shareholders.

 

2.

The price, at which the shares can be purchased by the other shareholders, shall be agreed between the offeror and his co-shareholders. Failing agreement between the parties, the price shall be set by an independent expert on request of the most willing party to be appointed by the cantonal judge, in whose district the company has its official seat, unless the expert is appointed by the parties by mutual consent.

 

3.

The offeror remains entitled to withdraw his offer, provided he does so within one month after he is informed to which interested parties he can sell all the shares included in the offer and at what price.

 

4.

If it is established that the co-shareholders do not accept the offer or that not all shares included in the offer shall be purchased against payment in cash, the offeror shall be free to transfer the shares within three months thereafter to whomsoever he wishes.

Management board

Article 8

 

1.

The company has a managing board, consisting of one or more managing directors A and one or more managing directors B.

A legal entity may be appointed as a managing director.

 

2.

The general meeting appoints the managing directors and is entitled to dismiss them at any time.

Article 9

The management board shall be entrusted with the management of the businesses of the company and with its asset management.

Article 10

The managing board shall have power to represent the company. The company can also be represented by a managing director A and a managing director B acting jointly.

Article 11

If one or more managing directors are absent or prevented from performing their duties, the remaining managing director or managing directors shall be temporarily entrusted with the entire management of the company and its asset management, while if all managing directors or the sole managing director are absent or prevented from performing their duties, the management of the company shall be temporarily entrusted to the person designated for this purpose by the general meeting.

Financial year and annual accounts

Article 12

 

1.

The financial year shall be the calendar year.

 

2.

Annually, the management board shall draw up the annual accounts, consisting of a balance sheet, a profit-and-loss account and an explanation.

 

3.

Unconditional adoption of the annual accounts by the general meeting shall serve to constitute a discharge of the managing directors for their management, insofar as such management is apparent from the annual accounts.

Allocation of profits

Article 13


LOGO

The profits are at the disposal of the general meeting.

General meetings of shareholders

Article 14

 

1.

The general meetings will be held in Amsterdam.

 

2.

Annually, ultimately in the month March, a general meeting will be held, in which interalia the annual accounts and the allocation of profits will be determined.

Article 15

The convocation of a general meeting shall take place by the management board not later than on the fifteenth day prior to the date of the general meeting.

Article 16

As long as the entire issued capital is represented at a general meeting, valid resolutions can be adopted on all subjects brought up for discussion, provided such resolutions are adopted unanimously, even if the formalities prescribed by law or by the articles of association for the convocation and holding of meetings have not been complied with.

Article 17

The general meeting shall itself choose its chairman.

Article 18

 

1.

The general meeting adopts all resolutions by a majority of the votes validly cast.

 

2.

Each share confers the right to cast one vote.

 

3.

On the shares of those, who, other than by virtue of being shareholder of the company, by adoption of the resolution shall be granted any right against the company or who shall be relieved of any obligation to the company, can be adopted valid resolutions.

Article 19

Unless depository receipts of shares are issued with the co-operation of the company, resolutions of shareholders may also be adopted in writing without recourse to a general meeting (included telegram and telex messages), provided they are adopted by unanimous vote of all shareholders entitled to vote.

* * *

EX-99.T3A7 8 d856091dex99t3a7.htm EX-99.T3A7 EX-99.T3A7
   Exhibit T3A.7                      
LOGO   

1                      

LOGO                       

  

HEESR/ZUTJ/5123524                           

40034656                           

  

STATUTENWIJZIGING

Canada Northwest Oils (Europe) B.V.

  

Op zeven en twintig augustus tweeduizend acht is voor mij, mr. Joannes Franciscus Verlinden,          

notaris met plaats van vestiging Eindhoven, verschenen:                                                                         

  

mevrouw Ravina Supriana Constancia, geboren te Rotterdam op tweeëntwintig april                          

negentienhonderd éénentachtig, met kantooradres Parklaan 54a, 5613 BH Eindhoven.                          

   De comparant heeft het volgende verklaard:                                                                                              
  

De algemene vergadering van aandeelhouders van Canada Northwest Oils (Europe) B.V., een        

besloten vennootschap met beperkte aansprakelijkheid, gevestigd te Amsterdam en kantoorhoudende

te 1097 JB Amsterdam, Prins Bernhardplein 200 (de “vennootschap”) heeft besloten de statuten van

de vennootschap partieel te wijzigen, alsmede om de comparant te machtigen deze akte te doen          

passeren. Van deze besluitvorming blijkt uit een aandeelhoudersbesluit dat in kopie aan deze akte is    

gehecht (Bijlage).                                                                                                                                         

  

De statuten van de vennootschap zijn laatstelijk gewijzigd bij akte op bij akte op acht augustus          

tweeduizend zes verleden voor mr, J.A.M. ten Berg, notaris te Eindhoven, - terzake waarvan een        

ministeriële verklaring van geen bezwaar werd verleend op vijftien januari tweeduizend vijf, onder    

nummer B.V. 147112.                                                                                                                                 

  

Ter uitvoering van voormeld besluit tot statutenwijziging worden de statuten van de vennootschap     

hierbij gewijzigd als volgt.                                                                                                                          

   Wijziging A.                                                                                                                                               
   Artikel 3 wordt gewijzigd en komt te luiden als volgt:                                                                             
   “Kapitaal en aandelen                                                                                                                                  
   Artikel 3                                                                                                                                                       
  

Het maatschappelijk kapitaal bedraagt éénhonderd twintig miljoen zeshonderd zestienduizend euro    

(EUR 120.616.000,00), verdeeld in vierhonderdduizend (400.000) aandelen met een nominale waarde

van driehonderd één euro en vierenvijftig eurocent (EUR 301,54) elk.”                                                  

   Wijziging B.                                                                                                                                                
   Artikel 12 lid 3 wordt gewijzigd en komt te luiden ais volgt:                                                                  
  

“3.   De algemene vergadering stelt de jaarrekening vast.”                                                                         

   Wijziging C.                                                                                                                                                
   Na artikel 12 lid 3 wordt een nieuw lid ingevoegd, luidende als volgt:                                                   
  

“4.   De algemene vergadering kan volledige of beperkte decharge verlenen aan de directeuren voor  

       het gevoerde bestuur.”                                                                                                                        

   Slotverklaring.                                                                                                                                           
   Per het moment waarop deze statutenwijziging van kracht wordt, wordt het nominale                          


 

LOGO


LOGO   

LOGO                                        

2                           

  

bedrag van elk aandeel in het geplaatste kapitaal van de vennootschap verminderd met vierenzestig    

euro en negenendertig eurocent (EUR 64,39) per aandeel en derhalve van driehonderd vijfenzestig     

euro en drieënnegentig eurocent (EUR 365,93) tot driehonderd één euro en vierenvijftig eurocent      

(EUR 301,54).                                                                                                                                             

   Ten slotte heeft de comparant verklaard:                                                                                              
  

a.   Vorenbedoelde kapitaalvermindering geschiedt met inachtneming van het bepaalde in de            

     artikelen 2:208 en 2:209 van het Burgerlijk Wetboek, waarvan blijkt uit een aan deze akte          

     gehechte verklaring de dato dertig Juli tweeduizend acht van de griffie van de rechtbank te         

     Amsterdam (Bijlage).                                                                                                                           

  

b.  Per het moment waarop bovenstaande statutenwijziging van kracht wordt, bedraagt het               

     geplaatste kapitaal van de vennootschap negenendertig miljoen driehonderd                                 

     drieëntachtigduizend vijfhonderd zesendertig euro en tweeëndertig eurocent (EUR                      

     39.383.536,32), verdeeld in éénhonderd dertigduizend zeshonderd acht (130.608) aandelen met  

     een nominaal bedrag van driehonderd één euro en vierenvijftig eurocent (EUR 301,54) elk.        

   Verklaring van geen bezwaar.                                                                                                                 
  

Terzake van bovenstaande statutenwijziging is een ministeriële verkfaring van geen bezwaar              

verleend op vijftien augustus tweeduizend acht, onder nummer B.V. 147112, waarvan blijkt uit een  

schriftelijke verklaring van het Ministerie van Justitie die aan deze akte is gehecht (Bijlage).                

   Slot                                                                                                                                                               
   De comparant is mij, notaris, bekend.                                                                                                        
   Deze akte is verleden te Eindhoven op de datum aan het begin van deze akte vermeld.                         
   De zakelijke inhoud van deze akte is aan de comparant opgegeven en toegelicht.                                 
  

De comparant heeft verklaard op volledige voorlezing van de akte geen prijs te stellen, tijdig voor het

verlijden van de inhoud daarvan te hebben kennisgenomen en met de inhoud in te stemmen.               

  

Onmiddellijk na beperkte voorlezing is deze akte eerst door de comparant en daarna door mij,            

notaris, ondertekend.                                                                                                                                    

   (Volgt ondertekening)                                                                                                                                  
   UlTGEGEVEN VOOR AFSCHRIFT                          
LOGO   

/s/ J.F. Verlinden                        


LOGO   

 

1/1

LOGO                     

   STATEMENT on fair office translation
   The undersigned:
   Joannes Franciscus Verlinden, civil law notary at Eindhoven, the Netherlands,
   declares:
   that the attached document is a fair office translation of, to the best of my knowledge, the consecutive wording in the Dutch language of the amendment of the articles of association of Canada Northwest Oils (Europe) B.V., a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands, including the amendment of the articles, effected by notarial deed, executed on the 27th Day of August 2088 before me, civil law notary.
   In preparing this document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law.
   In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.
   Eindhoven, June 5th 2009.
   /s/ J.F. Verlinden                            
   J.F. Verlinden
   LOGO


LOGO

1

 

  

HEESR/ZUTJ/5123524

40034656

   NOTE ABOUT TRANSLATION:
   This document is an English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law.
   In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.
   Amendment of the articles of association
   Canada Northwest Oils (Europe) B.V.
   This twenty-seventh day of August two thousand eight, there appeared before me, Joannes Franciscus Verlinden, civil law notary at Eindhoven:
   Ravina Supriana Constancia, born in Rotterdam on the twenty-second day of April nineteen hundred and eighty-one, employed at Parklaan 54a, 5613 BH Eindhoven, the Netherlands.
   The person appearing declared the following:
   The general meeting of shareholders of Canada Northwest Oils (Europe) B.V., a private limited liability company under Dutch law (‘besloten vennootschap met beperkte aansprakelijkheid’), having its official seat in Amsterdam and its office address at 1097 JB Amsterdam, Prins Bernhardplein 200 (the “Company”), resolved to partially amend the Articles of Association of the Company, as well as to authorize the person appearing to have this deed executed. The adoption of such resolutions is evidenced by a copy of the shareholder’s resolution attached to this deed (Annex).
   The Articles of Association of the Company were last amended by a deed, executed on the eight day of August two thousand six, before J.A.M. ten Berg, civil law notary officiating in Eindhoven, with respect to which a ministerial Statement of No Objections was granted on the fifteenth day of January two thousand five, under number B.V. 147112.
   In implementing the aforementioned resolution, the Articles of Association of the Company are hereby amended as follows.
   Amendment A.
   Article 3 is amended and shall read as follows:


LOGO    2
   “Capital and shares
   Article 3
   The authorized capital of the company equals one hundred twenty million six hundred sixteen thousand euro (EUR 120,616,000.00), divided into four hundred thousand (400,000) shares with a nominal value of three hundred euro and eighty eurocent (EUR 301.54) each.”
   Amendment B.
   Article 12, paragraph 3 is amended and shall read as follows:
  

“3.   The general meeting of shareholders shall adopt the annual accounts.”

   Amendment C.
   After Article 12, paragraph 3, a new paragraph is inserted, reading as follows:
  

“4.   The general meeting of shareholders may grant full or limited discharge to the Management Board members for the management pursued.”

   Final Statement.
   At the time this amendment of the Articles of Association takes effect, the nominal value of each issued share of the Company is reduced with an amount of sixty-four euro and thirty-nine eurocent (EUR 64.39) per share, from three hundred sixty-five euro and ninety-three eurocent (EUR 365.93) to three hundred one euro and fifty-four eurocent (EUR 301.54).
   Finally, the person appearing has declared:
  

a.   The aforementioned capital reduction is effectuated with due observance of the provisions of Sections 2:208 and 2:209 of the Dutch Civil Code which is evidenced by a statement dated on the thirtieth day of July two thousand eight of the clerk of the court of Amsterdam attached to this deed (Annex).

  

b.  At the time the foregoing amendment of the Articles of Association takes effect, the issued capital of the Company equals thirty-nine million three hundred eighty-three thousand five hundred thirty-six euro and thirty-two eurocent (EUR 39,383,536.32), divided into one hundred and thirty thousand six hundred eight (130,608) shares with a nominal value of three hundred one euro and fifty-four eurocent (EUR 301.54) each.

   Statement Of No Objections.
   With respect to the foregoing amendment of the Articles of Association, a ministerial Statement of No Objections of the Dutch Ministry of Justice was granted on the fifteenth day of August two thousand eight, under number B.V. 147112, which is evidenced by a written statement from the Dutch Ministry of Justice attached to this deed (Annex).
   End
   The person appearing is known to me, civil law notary.
   This deed was executed in Eindhoven on the date stated in the first paragraph of this deed.
   The contents of the deed have been stated and clarified to the person appearing.
   The person appearing has declared not to wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents.
   After limited reading, this deed was signed first by the person appearing and


LOGO    3
   thereafter by me, civil law notary.
EX-99.T3A8 9 d856091dex99t3a8.htm EX-99.T3A8 EX-99.T3A8

Exhibit T3A.8

 

LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO

EX-99.T3A10 10 d856091dex99t3a10.htm EX-99.T3A10 EX-99.T3A10

Exhibit T3A.10

 

 

LOGO

 

    

ARTICLES OF INCORPORATION

STATUTS CONSTITUTIFS

 

Form 1

Business

Corporations

Act

  

1.  The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS)

Dénomination sociale de la société: (Écrire en LETTRES MAJUSCULES SEULEMENT)

      D      Y      N      A      T      E      C              T      E      C      H      N      O      L      O      G      I      E      S              L      T      D      .                                                  
                                                             
                                                                                                                                                                                   
                                                             
                                                                                                                                                      
                                                             
                                                                                                                                                      
 

    Formule 1      

Loi sur les

sociétés par

actions

  

2.  The address of the registered office is:

Adresse du siège social :

  

 

1133 Yonge Street, 5th Floor                                                                                                                                                   

   (Street & Number or R.R. Number & if Multi-Office Building give Room No.)
  

(Rue et numéro ou numéro de la R.R. et, s’il s’agit d’un édifice à bureaux, numéro du bureau)

        

             
                              

Toronto

             ONTARIO     M     4         T       2       Y       7  
  

(Name of Municipality or Post Office)

          (Postal Code)  
  

(Nom de la municipalité ou du bureau de poste)

          (Code Postal)  
 
  

3.  Number (or minimum and maximum number) of directors is/are:

  

minimum/minimal

  

maximum/maximal

  

Nombre (ou nombres minimal et maximal) d’administrateurs :

               1                            10            
     
               

4.  The first director(s) is/are:

Premier(s) administrateur(s) :

 

First name, middle names and surname

Prénom, autres Prénoms et nom de famille

  

Address for service, giving Street & No. or R.R. No., Municipality, Province, Country and Postal Code

Domicile élu, y compris la rue et le numéro, le numéro de la R.R. ou le nom de la municipalite, la province, le pays et le code postal

  

Resident Canadian?

Yes or No

Résident canadien?

Oui/Non

     
  

Jowdat Waheed

  

1133 Yonge Street, 5th Floor

Toronto, Ontario M4T 2Y7

   Yes
     
  

Guy I. Bentinck

  

1133 Yonge Street, 5th Floor

Toronto, Ontario M4T 2Y7

   Yes
     
  

Julie Lee Harrs

  

1133 Yonge Street, 5th Floor

Toronto, Ontario M4T 2Y7

   Yes
     
07116 (01/2002)         

 

1


    

5.  Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limites, s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.

 
    

None

 
    

6.  The classes and any maximum number of shares that the corporation is authorized to issue:

       Catégories et nombre maximal, s’il y a lieu, d’actions que la société est autorisee à émettre :

 
    

an unlimited number of common shares

 
07116 (01/2002)   

 

2


    

7.  Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

    

Droits, privilèges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatifs à chaque catégorie d’actions qui peut être émise en série:

 
    

N/A

 
07116 (01/2002)   

 

3


    

8.  The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:

L’émission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a lieu, sont les suivantes :

 

The transfer of securities (other than non-convertible debt securities) of the Corporation shall be restricted in that no securityholder shall be entitled to transfer any such security or securities without either:

 

(a)   the approval of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or

 

(b)   the approval of the holders of at least a majority of the shares of the Corporation entitling the holders thereof to vote in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

 
07116 (01/2002)   

 

4


    

9.  Other provisions if any:

Autres dispositions, s’il y a lieu :

 
    

None

 
07116 (01/2002)   

 

5


      

10.  The names and addresses of the incorporators are:

       Noms et adresses des fondateurs :

  
   
               

First name, middle names and surname or corporate name

Prénom, autres prénoms et nom de famille ou dénomination sociale

  

Full address for service or address of registered office or of principal place of business giving street & No. or R.R. No., municipality and postal code

Domicile élu au complet, adresse du siége social ou adresse de I’établissement principal, y compris la rue et le numéro ou le numero de la R.R., le nom de la municipalité et le code postal

   
      

Jowdat Waheed

  

1133 Yonge Street, 5th Floor

Toronto, Ontario M4T 2Y7

   
      

Guy I. Bentinck

  

1133 Yonge Street, 5th Floor

Toronto, Ontario M4T 2Y7

   
      

Julie Lee Harrs

  

1133 Yonge Street, 5th Floor

Toronto, Ontario M4T 2Y7

 
      

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire.

   
      

Signatures of incorporator(s) /

Signatures des fondateurs

 
      

/s/ Jowdat Waheed

                              

/s/ Guy I. Bentinck

      

Jowdat Waheed

      Guy I. Bentinck
 
               

/s/ Julie Lee Harrs

     
      

Julie Lee Harrs

     
 
07116 (01/2002)           

 

6

EX-99.T3A11 11 d856091dex99t3a11.htm EX-99.T3A11 EX-99.T3A11

Exhibit T3A.11

Incorporate Alberta Corporation - Registration Statement

Alberta Registration Date: 2012/10/18

Corporate Access Number: 2017075314

 

Service Request Number:    18705695
Alberta Corporation Type:    Named Alberta Corporation
Legal Entity Name:    OG FINANCE INC.
French Equivalent Name:   
Nuans Number:    107001349
Nuans Date:    2012/09/20
French Nuans Number:   
French Nuans Date:   
REGISTERED ADDRESS   
Street:    2900, 10180 - 101 STREET
Legal Description:   
City:    EDMONTON
Province:    ALBERTA
Postal Code:    T5J 3V5
RECORDS ADDRESS   
Street:    2900, 10180 - 101 STREET
Legal Description:   
City:    EDMONTON
Province:    ALBERTA
Postal Code:    T5J 3V5
ADDRESS FOR SERVICE BY MAIL   
Post Office Box:   
City:   
Province:   
Postal Code:   
Internet Mail ID:   
Share Structure:    SEE SCHEDULE ATTACHED
Share Transfers Restrictions:    SEE SCHEDULE ATTACHED
Number of Directors:   
Min Number Of Directors:    1
Max Number Of Directors:    9
Business Restricted To:    NONE
Business Restricted From:    NONE


Other Provisions:    SEE SCHEDULE ATTACHED
Professional Endorsement Provided:   
Future Dating Required:   
Registration Date:    2012/10/18

Director

 

Last Name:    ROBINS
First Name:    MICHAEL
Middle Name:   
Street/Box Number:    5TH FLOOR, 1133 YONGE STREET
City:    TORONTO
Province:    ONTARIO
Postal Code:    M4T 2Y7
Country:   
Resident Canadian:    Y
Last Name:    BODLEY
First Name:    STEPHEN
Middle Name:   
Street/Box Number:    5TH FLOOR, 1133 YONGE STREET
City:    TORONTO
Province:    ONTARIO
Postal Code:    M4T 2Y7
Country:   
Resident Canadian:    Y
Last Name:    SARUK
First Name:    ELVIN
Middle Name:   
Street/Box Number:    SUITE 2000, 425 - 1 STREET SW
City:    CALGARY
Province:    ALBERTA
Postal Code:    T2P 3L8
Country:   
Resident Canadian:    Y

Attachment

 

Attachment Type    Microfilm Bar Code    Date Recorded
Other Rules or Provisions    ELECTRONIC    2012/10/18


Share Structure    ELECTRONIC    2012/10/18
Restrictions on Share Transfers    ELECTRONIC    2012/10/18

 

Registration Authorized By:   

LEANNE C. KRAWCHUK
SOLICITOR


Articles of Incorporation

For

OG FINANCE INC.

 

Share Structure:   SEE SCHEDULE ATTACHED
Share Transfers Restrictions:   SEE SCHEDULE ATTACHED
Number of Directors:  
Min Number of Directors:   1
Max Number of Directors:   9
Business Restricted To:   NONE
Business Restricted From:   NONE
Other Provisions:   SEE SCHEDULE ATTACHED
    Registration Authorized By:  

LEANNE C. KRAWCHUK

SOLICITOR


AUTHORIZED CAPITAL

The Corporation is authorized to issue an unlimited number of Common Shares, which, as a class, have and are subject to the following rights, privileges, restrictions and conditions:

 

  1.

Voting Right

Each holder of a Common Share shall be entitled to receive notice of, to attend and to vote at all meetings of the shareholders of the Corporation. Each holder of a Common Share shall be entitled to one (1) vote for each Common Share held.

 

  2.

Dividends

Each holder of a Common Share shall be entitled to receive dividends as and when declared and payable, provided that no dividend shall at any time be declared or paid on the Common Shares if there are reasonable grounds for believing that, after the payment of the dividend, the realizable value of the Corporation’s assets would be less than the aggregate of the Corporation’s liabilities and the stated capital of all classes.

 

  3.

Liquidation, Dissolution or Winding-Up

Each holder of a Common Share shall be entitled to participate, on a proportionate basis, in a distribution of the remaining property of the Corporation in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary.

 

  4.

Ranking

The rights, privileges and entitlements of a Common Share rank ratably and on a parity with those of all other Common Shares.


SHARE TRANSFER RESTRICTIONS

So long as the corporation is a private issuer as defined in securities law, no securities of the corporation, other than non-convertible debt securities, shall be transferred without the consent of the directors, expressed by a resolution.

StandB.ans


OTHER PROVISIONS

 

1.

Lien On Shares

The corporation shall have a first and paramount lien on a share registered in the name of a shareholder or his legal representative, whether registered solely or jointly with any other person, for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by the corporation on the date it was incorporated under The Business Corporations Act (Alberta), whether the period for payment, fulfillment or discharge of that debt shall have actually arrived or not. The lien shall extend to all dividends and distributions of capital declared or otherwise payable on such shares.

 

2.

Appointment of Directors

The directors may, between annual general meetings, appoint one (1) or more additional directors of the corporation to serve until the next annual general meeting, provided that the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at the expiration of the last annual meeting of the corporation.

 

3.

Borrowing

The directors may

 

  (a)

borrow money on the credit of the corporation,

 

  (b)

issue, reissue, sell or pledge debt obligations of the corporation,

 

  (c)

give a guarantee on behalf of the corporation to secure performance of an obligation of any person, and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

 

4.

Meetings of Shareholders

Meetings of shareholders of the corporation may be held inside or outside the Province of Alberta.

StandC.ans

EX-99.T3A12 12 d856091dex99t3a12.htm EX-99.T3A12 EX-99.T3A12

Exhibit T3A.12

Incorporate Alberta Corporation - Registration Statement

Alberta Registration Date: 2012/10/18

Corporate Access Number: 2017075272

 

Service Request Number:

   18705609

Alberta Corporation Type:

   Named Alberta Corporation

Legal Entity Name:

   POWER FINANCE INC.

French Equivalent Name:

  

Nuans Number:

   107001352

Nuans Date:

   2012/09/20

French Nuans Number:

  

French Nuans Date:

  

REGISTERED ADDRESS

  

Street:

   2900, 10180 - 101 STREET

Legal Description:

  

City:

   EDMONTON

Province:

   ALBERTA

Postal Code:

   T5J 3V5

RECORDS ADDRESS

  

Street:

   2900, 10180 - 101 STREET

Legal Description:

  

City:

   EDMONTON

Province:

   ALBERTA

Postal Code:

   T5J 3V5

ADDRESS FOR SERVICE BY MAIL

Post Office Box:

  

City:

  

Province:

  

Postal Code:

  

Internet Mail ID:

  

Share Structure:

   SEE SCHEDULE ATTACHED

Share Transfers Restrictions:

   SEE SCHEDULE ATTACHED

Number of Directors:

  

Min Number Of Directors:

   1

Max Number Of Directors:

   9

Business Restricted To:

   NONE

Business Restricted From:

   NONE


Other Provisions:    SEE SCHEDULE ATTACHED
Professional Endorsement Provided:   
Future Dating Required:   
Registration Date:    2012/10/18

 

 

 

Director   
Last Name:    ROBINS
First Name:    MICHAEL
Middle Name:   
Street/Box Number:    5TH FLOOR, 1133 YONGE STREET
City:    TORONTO
Province:    ONTARIO
Postal Code:    M4T 2Y7
Country:   
Resident Canadian:    Y
Last Name:    BODLEY
First Name:    STEPHEN
Middle Name:   
Street/Box Number:    5TH FLOOR, 1133 YONGE STREET
City:    TORONTO
Province:    ONTARIO
Postal Code:    M4T 2Y7
Country:   
Resident Canadian:    Y
Last Name:    SARUK
First Name:    ELVIN
Middle Name:   
Street/Box Number:    SUITE 2000, 425 - 1 STREET SW
City:    CALGARY
Province:    ALBERTA
Postal Code:    T2P 3L8
Country:   
Resident Canadian:    Y

 

 

Attachment

 

Attachment Type

   Microfilm Bar Code    Date Recorded     

Share Structure

   ELECTRONIC    2012/10/18   


Restrictions on Share Transfers

   ELECTRONIC    2012/10/18   

Other Rules or Provisions

   ELECTRONIC    2012/10/18   

 

Registration Authorized By:    LEANNE C. KRAWCHUK
   SOLICITOR


Articles of Incorporation

For

POWER FINANCE INC.

 

Share Structure:

  SEE SCHEDULE ATTACHED

Share Transfers Restrictions:

  SEE SCHEDULE ATTACHED

Number of Directors:

 

Min Number of Directors:

  1

Max Number of Directors:

  9

Business Restricted To:

  NONE

Business Restricted From:

  NONE

Other Provisions:

  SEE SCHEDULE ATTACHED

 

Registration Authorized By:

 

LEANNE C. KRAWCHUK

SOLICITOR


AUTHORIZED CAPITAL

The Corporation is authorized to issue an unlimited number of Common Shares, which, as a class, have and are subject to the following rights, privileges, restrictions and conditions:

 

  1.

Voting Right

Each holder of a Common Share shall be entitled to receive notice of, to attend and to vote at all meetings of the shareholders of the Corporation. Each holder of a Common Share shall be entitled to one (1) vote for each Common Share held.

 

  2.

Dividends

Each holder of a Common Share shall be entitled to receive dividends as and when declared and payable, provided that no dividend shall at any time be declared or paid on the Common Shares if there are reasonable grounds for believing that, after the payment of the dividend, the realizable value of the Corporation’s assets would be less than the aggregate of the Corporation’s liabilities and the stated capital of all classes.

 

  3.

Liquidation, Dissolution or Winding-Up

Each holder of a Common Share shall be entitled to participate, on a proportionate basis, in a distribution of the remaining property of the Corporation in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary.

 

  4.

Ranking

The rights, privileges and entitlements of a Common Share rank ratably and on a parity with those of all other Common Shares.


SHARE TRANSFER RESTRICTIONS

So long as the corporation is a private issuer as defined in securities law, no securities of the corporation, other than non-convertible debt securities, shall be transferred without the consent of the directors, expressed by a resolution.

StandB.ans


OTHER PROVISIONS

 

1.

Lien On Shares

The corporation shall have a first and paramount lien on a share registered in the name of a shareholder or his legal representative, whether registered solely or jointly with any other person, for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by the corporation on the date it was incorporated under The Business Corporations Act (Alberta), whether the period for payment, fulfillment or discharge of that debt shall have actually arrived or not. The lien shall extend to all dividends and distributions of capital declared or otherwise payable on such shares.

 

2.

Appointment of Directors

The directors may, between annual general meetings, appoint one (1) or more additional directors of the corporation to serve until the next annual general meeting, provided that the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at the expiration of the last annual meeting of the corporation.

 

3.

Borrowing

The directors may

 

  (a)

borrow money on the credit of the corporation,

 

  (b)

issue, reissue, sell or pledge debt obligations of the corporation,

 

  (c)

give a guarantee on behalf of the corporation to secure performance of an obligation of any person, and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

 

4.

Meetings of Shareholders

Meetings of shareholders of the corporation may be held inside or outside the Province of Alberta.

StandC.ans

EX-99.T3A13 13 d856091dex99t3a13.htm EX-99.T3A13 EX-99.T3A13

Exhibit T3A. 13

 

LOGO    Innovation, Science and    Innovation, Sciences et
   Economic Development Canada    Développement économique Canada
   Corporations Canada    Corporations Canada

 

   

 

Certificate of Continuance

 

Canada Business Corporations Act

 

Certificat de prorogation

 

Loi canadienne sur les sociétés par actions

 
            Sherritt Bulk Commodities and Transportation Ltd.            
Corporate name / Dénomination sociale
 
                         1158610-6                        
Corporation number / Numéro de société
   
I HEREBY CERTIFY that the above-named corporation, the articles of continuance of which are attached, is continued under section 187 of the Canada Business Corporations Act (CBCA).   JE CERTIFIE que la société susmentionnée, dont les clauses de prorogation sont jointes, est prorogée en vertu de l’article 187 de la Loi canadienne sur les sociétés par actions (LCSA).
 
/s/ Raymond Edwards
 
                     Raymond Edwards                    
Director / Directeur
 
                           2019-08-23                               
Date of Continuance (YYYY-MM-DD)

Date de prorogation (AAAA-MM-JJ)

 

 

 

 

LOGO


LOGO    Innovation, Science and    Innovation, Sciences et
   Economic Development Canada    Développement économique Canada
   Corporations Canada    Corporations Canada

 

  Form 11   Formulaire 11
  Articles of Continuance   Clauses de prorogation
  Canada Business Corporations Act   Loi canadienne sur les sociétés par actions
  (CBCA) (s. 187)   (LCSA) (art. 187)

 

 

1

  

 

Corporate name

Dénomination sociale

Sherritt Bulk Commodities and Transportation Ltd.

 

2   

The province or territory in Canada where the registered office is situated

La province ou le territoire au Canada où est situé le siège social

ON

 

3   

The classes and the maximum number of shares that the corporation is authorized to issue

Catégories et le nombre maximal d’actions que la société est autorisée à émettre

Unlimited number of Common Shares

 

4   

Restrictions on share transfers

Restrictions sur le transfert des actions

See attached schedule / Voir l’annexe ci-jointe

 

5   

Minimum and maximum number of directors

Nombre minimal et maximal d’administrateurs

Min. 1 Max. 9

 

6   

Restrictions on the business the corporation may carry on

Limites imposées à l’activité commerciale de la société

None

 

7   

(1)   If change of name effected, previous name

S’il y a changement de dénomination sociale, indiquer la dénomination sociale antérieure

Not Applicable / Sans objet

 

(2)   Details of incorporation

Détails de la constitution

Incorporated under the Alberta Business Corporations Act on May 9, 2017

 

8   

Other Provisions

Autres dispositions

See attached schedule / Voir l’annexe ci-jointe

 

9   

Declaration: I certify that I am a director or an officer of the company continuing into the CBCA.

Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société se prorogeant sous le régime de la LCSA.

 

Original signed by / Original signé par

Ward Sellers

Ward Sellers

 

 

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

LOGO   IC 3247 (2008/04)


SHARE TRANSFER RESTRICTIONS

So long as the corporation is a private issuer as defined in securities law, no securities of the corporation, other than non-convertible debt securities, shall be transferred without the consent of the directors, expressed by a resolution.

41107813_1|NATDOCS


OTHER PROVISIONS

 

1.

Lien On Shares

The corporation shall have a first and paramount lien on a share registered in the name of a shareholder or his legal representative, whether registered solely or jointly with any other person, for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by the corporation on the date it was incorporated under the Canada Business Corporations Act, whether the period for payment, fulfilment or discharge of that debt shall have actually arrived or not. The lien shall extend to all dividends and distributions of capital declared or otherwise payable on such shares.

 

2.

Appointment of Directors

The directors may, between annual general meetings, appoint one (1) or more additional directors of the corporation to serve until the next annual general meeting, provided that the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at the expiration of the last annual meeting of the corporation.

 

3.

Borrowing

The directors may

 

  (a)

borrow money on the credit of the corporation,

 

  (b)

issue, reissue, sell or pledge debt obligations of the corporation,

 

  (c)

give a guarantee on behalf of the corporation to secure performance of an obligation of any person, and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

 

4.

Meetings of Shareholders

Meetings of shareholders of the corporation may be held inside or outside the Canada.

41107796_1|NATDOCS


LOGO    Innovation, Science and    Innovation, Sciences et
   Economic Development Canada    Développement économique Canada
   Corporations Canada    Corporations Canada

 

  Form 2   Formulaire 2
  Initial Registered Office Address   Siège social initial et premier
  and First Board of Directors   conseil d’administration
  Canada Business Corporations Act   Loi canadienne sur les sociétés par actions
  (CBCA) (s. 19 and 106)   (LCSA) (art. 19 et 106)

 

 

1

  

 

Corporate name

Dénomination sociale

Sherritt Bulk Commodities and Transportation Ltd.

 

2   

Address of registered office

Adresse du siège social

4220-22 Adelaide Street West

Toronto ON M5H 4E3

 

3   

Additional address

Autre adresse

 

4   

Members of the board of directors

Membres du conseil d’administration

         Resident Canadian
         Résident Canadien
   Andrew Snowden    4220-22 Adelaide Street West, Toronto ON    Yes / Oui
      M5H 4E3, Canada   
   Ward Sellers    4220-22 Adelaide Street West, Toronto ON    Yes / Oui
      M5H 4E3, Canada   

 

5

  

 

Declaration: I certify that I have relevant knowledge and that I am authorized to sign this form.

Déclaration : J’atteste que je possède une connaissance suffisante et que je suis autorisé(e) à signer le présent formulaire.

 

Original signed by / Original signé par

Ward Sellers

 

Ward Sellers
416-935-2411

 

 

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

LOGO    IC 2904 (2008/04)
EX-99.T3A14 14 d856091dex99t3a14.htm EX-99.T3A14 EX-99.T3A14

Exhibit T3A. 14

 

LOGO    Innovation, Science and    Innovation, Sciences et
   Economic Development Canada    Développement économique Canada
   Corporations Canada    Corporations Canada

 

   

Certificate of Amendment

 

Canada Business Corporations Act

 

Certificat de modification

 

Loi canadienne sur les sociétés par actions

 
             SBCT Logistics Ltd.            
Corporate name / Dénomination sociale
 
                         1158610-6                         
Corporation number / Numéro de société
   
I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment.   JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.
 
/s/ Raymond Edwards
 
                     Raymond Edwards                    
Director / Directeur
 
                          2019-09-23                              
Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

 

 

 

LOGO


LOGO    Innovation, Science and    Innovation, Sciences et
   Economic Development Canada    Développement économique Canada
   Corporations Canada    Corporations Canada

 

Form 4    Formulaire 4
Articles of Amendment    Clauses modificatrices
Canada Business Corporations Act    Loi canadienne sur les sociétés par
(CBCA) (s. 27 or 177)    actions (LCSA) (art. 27 ou 177)

 

 

1

  

 

Corporate name

Dénomination sociale

Sherritt Bulk Commodities and Transportation Ltd.

 

2   

Corporation number

Numéro de la société

1158610-6

 

3   

The articles are amended as follows

Les statuts sont modifiés de la façon suivante

 

The corporation changes its name to:

La dénomination sociale est modifiée pour :

SBCT Logistics Ltd.

 

 

4   

Declaration: I certify that I am a director or an officer of the corporation.

Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

 

Original signed by / Original signé par

Leanne C. Krawchuk

Leanne C. Krawchuk
780-423-7100

 

 

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

LOGO    IC 3069 (2008/04)
EX-99.T3A15 15 d856091dex99t3a15.htm EX-99.T3A15 EX-99.T3A15

Exhibit T3A. 15

No. 27,996 B

SHERRITT INTERNATIONAL (BAHAMAS) INC.

Certificate of Resolution

RESOLVED that the Memorandum of Association of the Company be hereby amended by deleting Clauses 2. and 3. and substituting therefor the following:

 

  “2.

The registered office of the Company is situate at the offices of M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Bahamas.

 

    3.

The registered agent of the Company is M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Bahamas.”

 

 

I, Paul D. Knowles, Assistant Secretary of SHERRITT INTERNATIONAL (BAHAMAS) INC., hereby certify that the foregoing is a true and correct copy of the Resolution passed by the Directors of the Company on the 4th day of December, 2006.

 

 

AS WITNESS my hand and the

Seal of the Company this 4th

day of December, 2006.

LOGO

  /s/ Paul D. Knowles
  Assistant Secretary
 
 
 
 
 
 
 


LOGO

No. 27,996B SHERRITT INTERNATIONAL (BAHAMAS) INC. IBC01 I, kelphene CUNNINGHAM    Registrar general of the Commonwealth of The Bahamas Do Hereby Certify pursuant to the International Business Companies Act (No.2 of 1990) that all the requirements of the said Act in respect of incorporation have been satisfied and that SHERRITT INTERNATIONAL (BAHAMAS) INC. is incorporated in the Commonwealth of The Bahamas as an International Business Company this 24TH day of NOVEMBER 1994 COMMONWEALTH OF THE BAHAMAS given under my hand and seal at Nassau in the Common-wealth of The Bahamas Registrar General’s Department I certify the foregoing to be a true copy of the original document.    Asst. Registrar General Registrar general Commonwealth of The Bahamas The International Business Companies Act (No. 2 of 1990) Certificate of Incorporation (Section 11 and 12)                


The International Business Companies Act

Company Limited by Shares

 

 

MEMORANDUM OF ASSOCIATION

OF

SHERRITT INTERNATIONAL (BAHAMAS) INC.

 

 

1. The name of the Company is SHERRITT INTERNATIONAL (BAHAMAS) INC.

2. The registered office of the Company will be situate in the Chambers of Messrs. McKinney, Bancroft & Hughes, Mareva House, 4 George Street, Nassau, Bahamas.

3. The registered agent of the Company will be Messrs. McKinney, Bancroft & Hughes, Mareva House, 4 George Street, Nassau, Bahamas.

4. The object or purpose for which the Company is established is to engage in any act or activity that is not prohibited under any law for the time being in force in The Commonwealth of the Bahamas.

5. (1) The Company may not

 

  (a)

carry on business with persons resident in in the Commonwealth of the Bahamas;

 

  (b)

own an interest in real property situate in the Commonwealth of the Bahamas, other than a lease referred to in paragraph (e) of subclause (2) of this clause;


  (c)

carry on banking or trust business as defined by the Banks and Trust Companies Regulation Act;

 

  (d)

carry on business as an insurance or a reinsurance company; or

 

  (e)

carry on the business of providing the registered office for companies.

 

  (2)

For the purposes of paragraph (a) of subclause (1) of this clause, the Company shall not be treated as carrying on business with persons resident in the Commonwealth of the Bahamas if:

 

  (a)

it makes or maintains deposits with a person carrying on business within the Commonwealth of the Bahamas;

 

  (b)

it makes or maintains professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within the Commonwealth of the Bahamas;.

 

  (c)

it prepares or maintains books and records within the Commonwealth of the Bahamas;.

 

  (d)

it holds, within the Commonwealth of the Bahamas, meetings of its directors or members;

 

- 2 -


  (e)

it holds a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained;

 

  (f)

it holds shares, debt obligations or other securities in a company incorporated under this Act or under the Companies Act; or

 

  (g)

shares, debt obligations or other securities in the company are owned by any person resident in the Commonwealth of the Bahamas or by any company incorporated under this Act or under the Companies Act.

6. The liability of the members is limited.

7. Shares in the Company shall be issued in the currency of the United States of America.

8. The authorised capital of the Company is made up of one class of common shares divided into Five hundred million (500,000,000) shares without par value with one vote for each share.

9. The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of shares that the Company is authorised to issue shall be fixed by resolution of directors, but the directors shall not allocate different rights as to voting, dividends, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid rights as to voting, dividends, redemption and distributions shall be identified in each separate class.

 

- 3 -


10. The directors of the Company are to be granted authority to issue shares as registered shares.

11. Registered Shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members.

12. The Company may amend its Memorandum of Association and Articles of Asssociation by a resolution of members or by resolution of directors.

WE, McKINNEY NOMINEES LIMITED and HUGHES COMPANY LIMITED, both of Mareva House, 4 George Street, Nassau, Bahamas, for the purpose of incorporating an International Business Company under the laws of the Commonwealth of the Bahamas, hereby subscribe our names to this Memorandum of Association the 24th day of November, 1994 in the presence of:

 

Subscribers

 

PAUL D. KNOWLES (sgd.)

 

  

M. A. TAYLOR (sgd.)

 

Paul D. Knowles

Vice-President

  

M. A. Taylor

Secretary

 

McKINNEY NOMINEES LIMITED

 

PAUL D. KNOWLES (sgd.)

 

  

M. A. TAYLOR (sgd.)

 

Paul D. Knowles

Vice-President

  

M. A. Taylor

Secretary

 

HUGHES COMPANY LIMITED

 

   COMMONWEALTH OF THE BAHAMAS

Witness:

  

Registrar General’s Department

I certify the foregoing to be a true copy of the

M. M. KNOWLES (sgd.)

   original document.

 

- 4 -


COMMONWEALTH OF THE BAHAMAS

New Providence.

Dated the 24th day of November, 1994.

 

 

MEMORANDUM OF ASSOCIATION

OF

SHERRITT INTERNATIONAL (BAHAMAS) INC.

McKinney, Bancroft & Hughes

Attorneys-at-Law

Chambers

Nassau, Bahamas

EX-99.T3A16 16 d856091dex99t3a16.htm EX-99.T3A16 EX-99.T3A16

Exhibit T3A. 16

The International Business Companies Act

Company Limited by Shares

 

 

ARTICLES OF ASSOCIATION

OF

SHERRITT INTERNATIONAL (BAHAMAS) INC.

Preliminary

1.    In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

 

Words

   Meanings

capital

  

The sum of:

  

(a)   the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and

  

(b)   the amounts as are from time to time transferred from surplus to capital by a resolution of directors.

member

  

A person who holds shares in the Company.

person

  

An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons.

resolution of directors

  

(a)   a Resolution approved at a duly constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain where the


resolution of members

  

(a)   A resolution approved at a duly constituted meeting of the members of the Company by the affirmative vote of

  

(i) a simple majority of the votes of the shares which were present at the meeting and were voted and not abstained, or

  

(ii)  a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or

  

(b)   a resolution consented to in writing by

  

(i) an absolute majority of the votes of shares entitled to vote thereon, or

  

(ii)  an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon;

securities

  

Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.

surplus

  

The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company’s capital.

the Memorandum

  

The Memorandum of Association of the Company as originally framed or as from time to time amended.

the Act

  

The International Business Companies Act 1989 (No.2 of 1990).

the Seal

  

The Common Seal of the Company.

these Articles

  

These Articles of Association as originally framed or as from time to time amended.

treasury shares

  

Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled.

 

- 2 -


“Written” or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in a visible form, including telex, telegram, cable or other form of writing produced by electronic communication.

Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.

Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others.

A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction.

A reference to money in these Articles is a reference to the currency of the United States of America unless otherwise stated.

SHARES, AUTHORISED CAPITAL AND CAPITAL

2.    The Company shall issue to every member holding shares in the Company a certificate either (a) under the signatures of two directors or officers or (b) under the seal and the signature of one director or officer specifying the share or shares held by him and the signature of the director or officer and the seal may be facsimiles.

3.    Any member receiving a share certificate for shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors.

4.    If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares.

5.    Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine.

6.    Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a

 

- 3 -


promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.

7.     Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved.

8.     A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security.

9.    Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

10.    The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.

11.    Upon the issue by the Company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

12.    The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase, redemption or other acquisition which shall constitute a reduction in capital shall be made otherwise than in compliance with Articles 27 and 28.

13.    Shares that the Company purchases, redeems or otherwise acquires pursuant to Article 12 may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital and would otherwise infringe upon the requirements of Articles 28 and 29, or to the extent that such shares are in excess of 80 percent of the issued shares of the Company in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company.

14.    Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for

 

- 4 -


any purpose except for purposes of determining the capital of the Company.

15.    No invitation shall be issued to the public by the Company or the directors for the time being thereof to subscribe for any shares or debentures of the Company.

16.    No notice of a trust, whether expressed, implied or constructive, shall be entered in the share register.

TRANSFER OF SHARES

17.    Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate.

18.    The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee’s name has been entered in the share register.

19.    Subject to the approval of the Directors, not to be unreasonably withheld, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of Directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months.

TRANSMISSION OF REGISTERED SHARES

20.    The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following two Articles.

21.    Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

22.    Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of

 

- 5 -


such share or shares and such request shall likewise be treated as if it were a transfer.

23.    What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL

24.    The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, or effect any combination of the foregoing.

25.    The Company may amend the Memorandum to

 

  (a)

divide the shares, including issued shares of a class or series into a larger number of shares of the same class or series; or

 

  (b)

combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series.

26.    The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital, and, subject to the provisions of Articles 28 and 29 the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus.

27.    No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company.

28.    No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

29.    Where the Company reduces its capital under Article 25 the Company may

 

  (a)

return to its members any amount received by the Company upon the issue of any of its shares;

 

  (b)

purchase, redeem or otherwise acquire its shares out of capital; or

 

- 6 -


  (c)

cancel any capital that is lost or not represented by assets having a realizable value.

BORROWING POWERS

30.    The Directors may from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

31.    The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, debentures or debenture stock perpetual or otherwise, notes or other obligations of the Company charged upon all or any part of the property of the Company (both present and future).

32.    Debentures, debenture stock and other securities may be made assignable, free from any equities, between the Company and the person to whom the same may be issued.

MEETINGS AND CONSENTS OF MEMBERS

33.    The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors consider necessary or desirable.

34.    Upon the written request of members holding 50 percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members.

35.    The directors shall give not less than 7 days’ notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company.

36.    A meeting of members held in contravention of the requirement in Article 35 is valid

 

  (a)

if members holding greater than 50 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 percent majority of the remaining votes, have agreed to shorter notice of the meeting, or

 

  (b)

if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver.

37.    The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting.

 

- 7 -


38.    A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

39.    The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

40.    An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.

(Name of Company)

I/We                     being a member of the above Company with            shares HEREBY APPOINT                    of                     or failing                    him                     of                    to be                    my/our proxy to vote for me/us at the meeting of members to be held on the             day of                    and at any                    adjournment thereof.

(Any restrictions on voting to be inserted here.)

 

Signed this            day of

 

 

 

                

Member

 

41.    The following shall apply in respect of joint ownership of shares:

 

  (a)

if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;

 

  (b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and

 

  (c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

42.    A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice. A resolution in writing, in one or more parts, signed by all the members for the time being shall be as’ valid and effectual as if it had been passed at a General Meeting duly called and constituted.

43.    A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy greater than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a

 

- 8 -


certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members.

44.    If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

45.    At every meeting of members, the President shall preside as Chairman of the meeting. If there is no President or if the President is not present at the meeting, the members present shall choose some one of their number to be the Chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair.

46.    The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

47.    At any meeting of the members the Chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the Chairman shall have any doubt as to the outcome of any resolution put to vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the Chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the Chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the Chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the Chairman.

48.    Any person other than an individual shall be regarded as one member and subject to Article 50 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule the directors may rely and act upon such advice without incurring any liability to any member.

49.    Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of

 

- 9 -


members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company.

50.    The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded.

51.    Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company.

DIRECTORS

52.    The first directors of the Company shall be elected by the subscribers to the Memorandum; and thereafter, subject to Article 58, the directors shall be elected by the members for such term as the members determine.

53.    The minimum number of directors shall be one and the maximum number shall be seven.

54.    Each director shall hold office until his successor takes office or until his earlier death, resignation or removal.

55.    A director may be removed from office, with or without cause, by a resolution of members.

56.    A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

57.    The Directors shall have power at any time, and from time to time, to appoint any other qualified person as a director, either to fill a casual vacancy or as an addition to the Board, so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles.

58.    With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

59.    A director shall not require a share qualification, and may be an individual or a company.

POWERS OF DIRECTORS

60.    The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these

 

- 10 -


Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

61.    The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.

62.    Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to fixing the emoluments of directors.

63.    Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents.

64.    The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members.

65.    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors.

PROCEEDINGS OF DIRECTORS

66.    The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors may determine to be necessary or desirable.

67.    A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice. A resolution in writing, in one or more parts, Signed by all the Directors, shall be as valid and effectual as if it had been passed at a Meeting of the Directors duly called and constituted.

68.    A director shall be given not less than 7 days’ notice of meetings of directors, but a meeting of directors held without 7 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

 

- 11 -


69.    A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate two directors.

70.    If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

71.    At every meeting of the directors the President shall preside as chairman of the meeting. If there is no President or if the President is not present at the meeting the Vice President shall preside. If there is no Vice President or if the Vice President is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting.

72.    The directors shall cause the following corporate records to be kept:

 

  (a)

minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members;

 

  (b)

copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and

 

  (c)

such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company.

73.    The books, records and minutes shall be kept at the registered office of the Company.

74.    The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors.

75.    The Directors may delegate any of their powers to committees each consisting of two or more members of their body as they think fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be made or imposed upon it by the Directors.

76.    The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee.

 

- 12 -


ALTERNATE DIRECTORS

77.    Any Director may at any time appoint any person to be an alternate Director of the Company and may at any time remove any alternate Director so appointed by him. An alternate Director so appointed shall not be entitled to receive any remuneration from the Company but shall otherwise be subject to the provisions of these presents with regard to Directors. An alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) be entitled to receive notices of all meetings of the Board and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all the functions of his appointor as a Director in the absence of such appointor. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. All appointments and removals of alternate Directors shall be effected in writing under the hand of the Director making or revoking such appointment and lodged with the Secretary at the company’s office.

MANAGING DIRECTOR

78.    The members in general meeting or the Directors may from time to time appoint one or more of the Directors to be a Managing Director or Managing Directors of the Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places.

79.    The remuneration of a Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of those modes.

80.    The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw or vary all or any of such powers.

OFFICERS

81.    The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a President and one or more Vice-Presidents, Secretary and one or more Assistant Secretaries and Treasurer and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person.

 

- 13 -


82.    The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the President to preside at meetings of directors and members and to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretary to maintain the share register, minutes books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

83.    The emoluments of all officers shall be fixed by resolution of directors.

84.    The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors.

CONFLICT OF INTERESTS

85.    If the requirements of Articles 87 or 88 are satisfied, no agreement or transaction between the Company and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators or at the meeting of the committee of directors or liquidators that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.

86.    An agreement or transaction referred to in Article 86 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors or liquidators; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of directors or liquidators that has been approved without counting the vote or consent of any interested director or liquidator or by the unanimous vote or consent of all disinterested directors or liquidators if the votes or consents of all disinterested directors or liquidators are

 

- 14 -


 

insufficient to approve a resolution of directors or liquidators.

87.    An agreement or transaction referred to in Article 86 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the members entitled to vote at a meeting of members; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of members.

88.    A director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for purposes of determining whether the meeting is duly constituted.

INDEMNIFICATION

89.    Subject to Article 91 the Company may indemnify against all expenses including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

 

  (a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or liquidator of the Company; or

 

  (b)

is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

90.    Article 90 only applies to a person referred to in that Article if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

91.    The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

92.    The termination of any proceedings by any judgement, order, settlement, convictions or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not

 

- 15 -


act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

93.    If a person referred to in Article 90 has been successful in defence of any proceedings referred to in that Article the person is entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

94.    The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Article 90.

SEAL

95.    The directors shall provide for the safe custody of the Seal. The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorised from time to time by resolution of directors. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. The Company may by resolution of directors authorise the adoption and use of one or more corporate seals for use outside the Commonwealth of the Bahamas.

DIVIDENDS

96.    The Company may by a resolution of directors declare and pay dividends in money, shares, or other property but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed.

97.    The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company.

98.    The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select.

 

- 16 -


99.    No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

100.    Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company.

101.    No dividend shall bear interest as against the Company and no dividend shall be paid on shares described in Article 14.

102.    A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.

103.    In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

104.    A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series does not constitute a dividend of shares.

RESERVES

105.    The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve fund to meet contingencies or for equalising dividends or for special dividends or bonuses or the redemption of preference shares or for repairing, improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company and may invest the several sums so set aside upon such investments as they may think fit and from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserve fund into such special funds as they think fit and employ the reserve fund or any part thereof in the business of the Company and that without being bound to keep the same separate from the other assets.

 

- 17 -


NOTICES

106.    Any notice, information or written statement to be given by the Company to members must be served by mail addressed to each member at the address shown in the share register.

107.    Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

108.    Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was mailed in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

PENSION AND SUPERANNUATION FUNDS

109.    The directors may establish and maintain or procure the establishment and maintenance of any non-contributors or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument.

ARBITRATION

110.    Whenever any difference arises between the Company on the one hand and any of the members or their executors administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles .or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act effecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire.

 

- 18 -


111.    If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

VOLUNTARY WINDING UP AND DISSOLUTION

112.    The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors.

CONTINUATION

113.    The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the Commonwealth of the Bahamas in the manner provided under those laws.

WE, McKINNEY NOMINEES LIMITED and HUGHES COMPANY LIMITED, both of Mareva House, 4 George Street, Nassau, Bahamas for the purpose of incorporating an International Business Company under the laws of the Commonwealth of The Bahamas, hereby subscribe our nmes to these Articles of Association the 24th day of November, 1994 in the presence of:

Subscribers

 

PAUL D. KNOWLES (sgd.)

    

M. A. TAYLOR (sgd.)

  
Paul D. Knowles      M. A. Taylor   
Vice-President      Secretary   

McKINNEY NOMINEES LIMITED

 

PAUL D. KNOWLES (sgd.)

    

M. A. TAYLOR (sgd.)

  
Paul D. Knowles      M. A. Taylor   
Vice-President      Secretary   

HUGHES COMPANY LIMITED

 

Witness:

    

LOGO

M. M. KNOWLES (sgd.)

 

 

 

M. M. Knowles

Mareva House

4 George Street

Nassau, Bahamas

 
 
 
 

 

- 19 -


COMMONWEALTH OF THE BAHAMAS

New Providence.

 

Dated the 24th day of November, 1994.

 

 

 

ARTICLES OF ASSOCIATION

 

OF

 

SHERRITT INTERNATIONAL (BAHAMAS) INC.

 

McKinney, Bancroft & Hughes

Attorneys-at-Law

Chambers

Nassau, Bahamas

EX-99.T3A17 17 d856091dex99t3a17.htm EX-99.T3A17 EX-99.T3A17

Exhibit T3A.17

 

LOGO

FORM 3

 

     

11308

 
      Company No.  

COMPANIES ACT OF BARBADOS

CERTIFICATE OF INCORPORATION

 

  

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

  
   Name of Company   

I hereby certify that the above-mentioned Company, the Articles of Incorporation of which are attached, was incorporated under the Companies Act of Barbados.

 

LOGO   

LOGO

  
     


   LOGO   

#08847

$750.00

95/10/31

FORM 1

COMPANIES ACT OF BARBADOS

(Section 5)

ARTICLES OF INCORPORATION

 

 

Name of Company

     

Company No: 11308

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

 

 

 

2.

The classes and any maximum number of shares that the Company is authorized to issue

The share capital of the Company shall consist of an unlimited number of shares of one class without nominal or par value to be designated Common shares.

 

 

3.

Restriction if any on share transfers

The annexed Schedule A is incorporated in this form.

 

 

4.

Number (or minimum and maximum number) of Directors

There shall be a minimum of 2 and a maximum of 10 Directors.

 

 

5.

Restrictions if any on business the Company may carry on

The Company shall not engage in any business other than international business as defined in the International Business Companies Act, 1991-24 of the laws of Barbados.

 

 

6.

Other provisions if any

The annexed Schedule B is incorporated in this form.

 

7.  Incorporators

  

Date        October 31, 1995

   LOGO

Names

  

Address

   Signature

Theodore David Gittens

  

The Rock, St. Peter, Barbados.

   /s/ Theodore David Gittens
      LOGO
  

For Ministry use only

Company No. 11308

  

    

Filed 95-10-31


  

THE COMPANIES ACT OF BARBADOS

(Section 5)

 

SCHEDULE TO

 

ARTICLES OF INCORPORATION

   LOGO

 

 

1.  Name of Company:

     

Company No: 11308

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

 

 

SCHEDULE A

 

3.

Restrictions if any on share transfers:

The right to transfer shares of the Company shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Company without the previous express sanction of the holders of more than 50% of the Common shares of the Company for the time being outstanding expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of more than 50% of such shares.

 

 

SCHEDULE B

 

6.

Other provisions if any:

 

 

(a)

No more than one-tenth of the sums that on a liquidation of the Company would, whether directly or indirectly, be recoverable by or for the benefit of persons resident in the Caricom region who are holders of its share or loan capital and who do not carry on an international business.

 

 

(b)

No more than one-tenth of the assets that on a liquidation of the Company, would be available, after the payment of its creditors, whether directly or indirectly, for distribution to or for the benefit of individuals resident in the Caricom region.

 

 

(c)

No more than one-tenth

 

 

(i)

of the interest payable on any loans and loan capital of the Company,

 

 

(ii)

of the dividends payable on any preference shares of the Company, and

 

 

(iii)

of the dividends payable on any ordinary shares of the Company,

would be paid directly or indirectly by or for the benefit of individuals resident in the Caricom region.

 

 

(d)

An invitation to the public to subscribe for shares or security interest is prohibited.

 

 

(e)

In the case of an equality of votes on any question submitted to any meeting of the shareholders of the Company, the Chairman of the meeting shall on a ballot have a casting vote in addition to any votes to which he may otherwise be entitled.

 

7.  Incorporators

      

Date        October 31, 1995

    

Name

    

Address:

   Signature

Theodore David Gittens

      

The Rock, St. Peter, Barbados.

   /s/ Theodore David Gittens

 

  

REGISTERED

  

CORPORATE AFFAIRS AND

INTELLECTUAL PROPERTY OFFICE


FORM 9

 

LOGO

  

 

LOGO

   LOGO
  

 

COMPANIES ACT OF BARBADOS

 

(Sections 66 & 74)

 

NOTICE OF DIRECTORS

 

OR

 

NOTICE OF CHANGE OF DIRECTORS

  

 

1.  Name of Company

 

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

  

2.  Company No.

 

11308

3.  Notice is given that on the 1st day of March 1996, the following person(s) was/were appointed director(s):

 

Name

  

Mailing Address

  

Occupation

Frederic J. Wellhauser

  

70 Lonsdale Road, Toronto, Ontario M4V 1W5, Canada.

  

Company Executive

 

4.

Notice is given that on the 1st day of March 1996, the following person(s) ceased to hold office as director(s):

 

Name

  

Mailing Address

Michael G. McKibbin   

555 Southborough Drive, West Vancouver, British Columbia, Canada.

Douglas H. Murray   

36 Haythorne Crescent, Sherwood Park, Alberta, Canada.

 

5.

The directors of the company as of this date are:

 

Name

  

Mailing Address

  

Occupation

Frederic J. Wellhauser

  

70 Lonsdale Road, Toronto, Ontario M4V 1W5, Canada.

  

Company Executive

Samuel W. Ingram

  

824 Emerald Lake Place S.E., Calgary, Alberta T2J 2K1, Canada.

  

Company Executive

6.  Date

 

November 18th, 1999

  

Signature

 

/s/ Samuel W. Ingram

 

Samuel W. Ingram

  

Title

 

Director


FORM 9

 

LOGO

  

 

LOGO

   LOGO
  

 

COMPANIES ACT OF BARBADOS

 

(Sections 66 & 74)

 

NOTICE OF DIRECTORS

 

OR

 

NOTICE OF CHANGE OF DIRECTORS

  

 

1.  Name of Company

 

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

  

2.  Company No.

 

11308

3.  Notice is given that on the 23rd day of November 1995, the following person(s) was/were appointed director(s):

 

Name

  

Mailing Address

  

Occupation

Michael G. McKibbin   

555 Southborough Drive, West Vancouver, British Columbia V7S 1M5, Canada.

  

Company Executive

Samuel W. Ingram   

824 Emerald Lake Place S.E., Calgary, Alberta T2J 2K1, Canada.

  

Company Executive

Douglas H. Murray   

36 Haythorne Crescent, Sherwood Park, Alberta T8A 3Z8, Canada.

  

Company Executive

 

4.

Notice is given that on the 23rd day of November 1995, the following person(s) ceased to hold office as director(s):

 

Name

  

Mailing Address

Theodore David Gittens   

The Rock, St. Peter, Barbados.

Peter R.P. Evelyn   

Hothersal House, St. John, Barbados.

 

5.

The directors of the company as of this date are:

 

Name

  

Mailing Address

  

Occupation

Michael G. McKibbin   

555 Southborough Drive, West Vancouver, British Columbia V7S 1M5, Canada.

  

Company Executive

Samuel W. Ingram   

824 Emerald Lake Place S.E., Calgary, Alberta T2J 2K1, Canada.

  

Company Executive

Douglas H. Murray   

36 Haythorne Crescent, Sherwood Park, Alberta T8A 3Z8, Canada.

  

Company Executive

6.  Date

 

November 18th, 1999

  

Signature

 

/s/ Samuel W. Ingram

 

Samuel W. Ingram

  

Title

 

Director


 

  

 

LOGO

  
  

 

COMPANIES ACT OF BARBADOS

 

(Sections 66 & 74)

 

NOTICE OF DIRECTORS

 

OR

 

NOTICE OF CHANGE OF DIRECTORS

   FORM 9

 

1.  Name of Company

 

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

  

2.  Company No. 11308

3.  Notice is given that on the              day of                             19        , the following person(s) was/were appointed director(s):     Not applicable.

 

Name

  

Mailing Address

  

Occupation

     

 

4.

Notice is given that on the              day of                              19         , the following person(s) ceased to hold office as director(s):      Not applicable.

 

Name

  

Mailing Address

  

 

5.

The directors of the company as of this date are:

 

Name

  

Mailing Address

  

Occupation

Theodore David Gittens   

The Rock, St. Peter, Barbados.

  

Attorney-at-Law

Peter R.P. Evelyn

  

“Southlite”, 114 Atlantic Shores, Christ Church, Barbados.

  

Attorney-at-Law

     

6.  Date

 

October 31, 1995

  

Signature

 

/s/ Theodore David Gittens

 

Theodore David Gittens

  

Title

 

Incorporator

 

  

REGISTERED

  

CORPORATE AFFAIRS AND

INTELLECTUAL PROPERTY OFFICE


  

 

LOGO

   FORM 4
  

 

COMPANIES ACT OF BARBADOS

 

(Section 169(1) and (2))

 

NOTICE OF ADDRESS

OR

NOTICE OF CHANGE OF ADDRESS

OF REGISTERED OFFICE

  

 

1.  Name of Company

       

2. Company No. 11308

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

 

 

3.  Address of Registered Office

 

Heritage House,

Pinfold Street,

Bridgetown,

Barbados.

 

 

4.  Mailing Address

 

Same as 3 above.

 

 

5.  If change of address, give previous address of Registered Office.

 

Not applicable.

6.

  

Date

  

Signature

  

Title

  

 

October 31, 1995

  

/s/ Theodore David Gittens

 

Theodore David Gittens

  

 

Incorporator

  

For Ministry use only

   REGISTERED   

CORPORATE AFFAIRS AND

INTELLECTUAL PROPERTY OFFICE

  

Company No. 11308

   Filed 95-10-31   


                    

   LOGO   

95/10/27

$ 30

# 08780

FORM 33

COMPANIES ACT OF BARBADOS

REQUEST FOR NAME SEARCH AND NAME RESERVATION

 

1.  Name, Address and telephone number of person making request:

Mr. Peter Evelyn

Evelyn, Gittens & Farmer

Heritage House

Pinfold Street

Bridgetown

   Telephone No. 426-5354

 

 

2.  Proposed name or names in order of preference:

 

(a)   SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

(b)   

 

(c)   

 

 

3.  Main types of business the company carries on or proposes to carry on:

 

(a)   International business – property investment

 

(b)   Dealing in Oil & Gas Investments in Cuba

 

(c)   

 

 

4.  Derivation of Name: Will be a subsidiary of Sherritt Inc. of Canada From the type of Business to be carried on

 

 

5.  First available name to be reserved:             Yes  ☒              No  ☐

 

 

6.  Name is for: Incorporation

 

 

7.  If for a change of name, state present name of company:

 

 

Not applicable.

 

 

8.  If for an amalgamation, state names of amalgamating companies:

 

Not applicable.

 

 

LOGO

EX-99.T3A18 18 d856091dex99t3a18.htm EX-99.T3A18 EX-99.T3A18

Exhibit T3A.18

 

LOGO

INTERNATIONAL BUSINESS COMPANIES ACT (No. 45 of 2000 Sections 83, 84, 85, 86 & 87) NO. 155501 (B)SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED EURIKA S. CHARLTON, Acting Assistant Registrar General of the Commonwealth of The Bahamas, do hereby certify, pursuant to the International Business Companies Act, (No. 45 of 2000) that all the requirements of the said Act in respect of continuation have been satisfied, and that SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED Is deemed to be continued in the Commonwealth of The Bahamas as an International Business Company this 29th day of October, 2008, A.D. Given under my hand and seal at Nassau In the Commonwealth of The Bahamas Acting Assistant Registrar General


The International Business Companies Act

Company Limited by Shares

ARTICLES OF CONTINUATION

OF

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

(A) The name of the Company is SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED. The name under which the Company is being continued is SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED.

(B) The jurisdiction under which the Company is incorporated is Barbados.

(C) The Company was incorporated on the 31st day of October 1995.

(D) The registered office of the Company is situate at the offices of M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Bahamas.

(E) The registered agent of the Company will be M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Bahamas.

(F) The Articles of Incorporation of the Company be amended by deleting clause 5 titled ‘Restrictions if any on business the Company’ may carry on and inserting the following:

The object or purpose for which the Company is established is to engage in any act or activity that is not prohibited under any law for the time being in force in The Commonwealth of the Bahamas.

and by inserting in clause 6 titled ‘Other provisions if any’ the following:

 

  1.

In the absence of appropriate authorisation the Company may not:

 

  (a)

carry on banking or trust business as defined by the Banks and Trust Companies Regulation Act 2000;

 

  (b)

carry on business as an insurance or a reinsurance company; or

 

  (c)

carry on the business of providing corporate or financial services as defined by the Financial and Corporate Service Providers Act 2000.

 

  2.

The liability of the members is limited.

 

LOGO


  3.

Shares in the Company shall be issued in the currency of the United States of America.

 

  4.

The authorized capital of the Company is $500,000,000.00 comprising of 500,000,000 shares of no par value with one vote for each share.

 

  5.

The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of shares that the company is authorised to issue shall be fixed by resolution of directors, but the directors shall not allocate different rights as to voting, dividends, redemption or distributions on liquidation unless the Articles of Incorporation shall have been amended to create separate classes of shares and all the aforesaid rights as to voting, dividends, redemption and distributions shall be identified in each separate class.

 

  6.

The shares of the company are to be issued as registered shares.

 

  7.

The Registered Shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members.

 

  8.

The Company may amend its Articles of Incorporation by a resolution of members or by a resolution of directors.

(G) The By-Laws of the Company are to be amended by deleting all the provisions contained therein and the provisions set out below are to be effective on registration of these Articles of Continuation:

Preliminary

1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

 

Words

  

Meanings

capital   

The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus

LOGO

 

- 2 -


register of members   

The share register.

resolution of directors   

(a)   A Resolution approved at a duly constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain where the meeting was called on proper notice or, if on short notice, if those directors not present have waived notice; or

  

(b)   a resolution consented to in writing by all directors or of all members of the committee, as the case may be.

resolution of members   

(a)   A resolution approved at a duly constituted meeting of the members of the Company by the affirmative vote of

  

(i) a simple majority of the votes of the shares which were present at the meeting and entitled to vote thereon and were voted and not abstained, or

  

(ii)  a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or

  

(b)   a resolution consented to in writing by

  

(i) all of the votes of shares entitled to vote thereon, or

  

(ii)  all of the votes of each class or series of shares entitled to vote thereon as a class or series and of all of the votes of the remaining shares entitled to vote thereon;

securities   

Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.

surplus   

The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus its issued and outstanding share capital and surplus may be computed having regard to the net unrealized appreciation of assets of the company in accordance with section 36 of the Act.

the Act   

The International Business Companies Act 2000 (No. 45 of 2000).

the Memorandum   

The Memorandum of Association of the Company as originally framed or as from time to time amended.

 

LOGO

 

- 3 -


the Seal    Any seal which has been duly adopted as the Common Seal of the Company.
these Articles    These Articles of Association as originally framed or as from time to time amended.
treasury shares   

Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled.

2. “Written” or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in a visible form, including telex, telegram, cable or other form of writing produced by electronic communication.

3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.

4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others.

5. A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction.

6. A reference to money in these Articles, unless otherwise stated, is a reference to the currency in which shares in the Company shall be issued according to the provisions of the Memorandum.

SHARES, AUTHORISED CAPITAL AND CAPITAL

7. Every person whose name is entered as a member in the share register shall, without payment, be entitled to a certificate either (a) under the signatures of two directors or officers or (b) signed by one director or one officer of the Company and under the common Seal of the Company specifying the share or shares held and the par value where applicable thereto and the signatures of the director or officer and the Seal may be facsimiles, provided that in respect of a share, or shares, held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

8. Any member receiving a share certificate for shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be reasonably required by the directors.

9. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares.

10. Subject to the provisions of these Articles and any resolution of members the unissued shares of the

 

LOGO

 

-4-


Company shall be at the disposal of the directors who may without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine.

11. Shares in the Company shall be issued for money, services rendered, personal property (including other shares, debt obligations or other securities in the company), any estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.

12. Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus.

13. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security.

14. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

15. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.

16. Upon the issue by the Company of a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus.

17. Upon the issue by the Company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

18. The Company may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value provided that no purchase redemption or acquisition which has the effect of reducing the capital of the Company shall be effected unless in compliance with Articles 37 and 38 but no purchase, redemption or other acquisition shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition:

 

  (a)

the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and

 

LOGO

 

-5-


  (b)

the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of accounts; and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the company is conclusive unless a question of law is involved.

19. A determination by the directors under the preceding Article is not required where shares are purchased, redeemed or otherwise acquired

 

  (a)

pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the Company;

 

  (b)

in exchange for newly issued shares in the Company;

 

  (c)

by virtue of the provisions of Section 80 of the Act; and

 

  (d)

pursuant to an order of the court.

20. Shares that the Company purchases, redeems or otherwise acquires pursuant to Articles 18 or 19 may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital pursuant to section 25 of the Act in which case they shall be cancelled. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company.

21. Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company.

22. No invitation shall be issued to the public by the Company or the directors for the time being thereof to subscribe for any shares or debentures of the Company.

23. No notice of a trust, whether expressed, implied or constructive, shall be entered in the share register.

LIEN ON SHARES

24. The Company shall have a first and paramount lien on every share issued for a promissory note or for any other binding obligation to contribute money or property or any combination thereof to the Company, and the Company shall also have a first and paramount lien on every share standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or

 

LOGO

 

-6-


liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company’s lien on a share shall extend to all dividends payable thereon. The directors may at any time either generally, or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Article.

25. In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property, the Company may sell, in such manner as it may by resolution of directors determine, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of twenty one days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.

26. The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the binding obligation in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale the directors may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.

TRANSFER OF SHARES

27. Subject to any limitations in the Memorandum, shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. The Directors may decline to register any transfer of shares without assigning any reason therefore.

28. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee’s name has been entered in the share register.

29. Subject to the approval of the Directors, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of Directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months.

TRANSMISSION OF SHARES

30. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following two Articles.

 

LOGO

 

-7-


31. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

32. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

33. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

REDUCTION OR INCREASE IN CAPITAL OR AUTHORISED CAPITAL

34. The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect any combination of the foregoing.

35. The Company may amend the Memorandum to

 

  (a)

divide the shares, including issued shares of a class or series into a larger number of shares of the same class or series; or

 

  (b)

combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series, provided, however, that where shares are divided or combined under (a) or (b) of this Article, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.

36. The capital of the Company may by a resolution of directors, be increased by transferring an amount of the surplus of the Company to capital and, subject to the provisions of Articles 37 and 38, the capital may by resolution of directors be reduced by:

 

  (a)

returning to members any amount received by the Company upon the issue of any of its shares, the amount being surplus to the requirements of the Company,

 

  (b)

canceling any capital that is lost or not represented by assets having a realisable value or

 

  (c)

transferring capital to surplus for the purpose of purchasing, redeeming or otherwise acquiring shares that the directors have resolved to purchase, redeem or otherwise acquire.

37. No reduction of capital shall be effected that reduces the capital of the Company to an amount that

 

LOGO

 

-8-


immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company.

38. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

BORROWING POWERS

39. The Directors may from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

40. The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, debentures or debenture stock perpetual or otherwise, notes or other obligations of the Company charged upon all or any part of the property of the Company (both present and future).

41. Debentures, debenture stock and other securities may be made assignable, free from any equities, between the Company and the person to whom the same may be issued.

MEETINGS AND CONSENTS OF MEMBERS

42. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors consider necessary or desirable.

43. Upon the written request of members holding 50 percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members.

44. The directors shall give not less than 7 days’ notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company.

45. A meeting of members held in contravention of the requirement in Article 44 is valid.

 

  (a)

if members holding not less than 90 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 percent majority of the remaining votes, have agreed to shorter notice of the meeting, or

 

LOGO

 

-9-


  (b)

if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver.

46. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting.

47. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

48. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

49. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.

Sherritt International (Cuba) Oil and Gas Limited

I/We                                          being a member of the above Company with                                     shares HEREBY APPOINT                                      of                                 or failing him                         of                     to be my/our proxy to vote for me/us at the meeting of members to be held on the                     day of                                      and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this                         day of                                         .

 

 

Member

50. The following shall apply in respect of joint ownership of shares:

 

  (a)

if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;

 

  (b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and

 

  (c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

 

LOGO

 

-10-


51. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognize each other’s voice and for this purpose participation constitutes prima facie proof of recognition.

52. A resolution in writing, in one or more parts, signed by all the members for the time being shall be as valid and effectual as if it had been passed at a General Meeting duly called and constituted.

53. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members.

54. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

55. At every meeting of members, the President shall preside as Chairman of the meeting. If there is no President or if the President is not present at the meeting, the members present shall choose some one of their number to be the Chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair.

56. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

57. At any meeting of the members the Chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the Chairman shall have any doubt as to the outcome of any resolution put to vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the Chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the Chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the Chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the Chairman.

58. Any person other than an individual shall be regarded as one member and subject to Article 59 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence In

 

LOGO

 

-11-


case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule the directors may rely and act upon such advice without incurring any liability to any member.

59. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company.

60. The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded.

61. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company.

62. If the Company shall have only one member the provisions herein contained for meetings of the members for any purpose shall be satisfied where such single shareholder passes a resolution in lieu of such meeting.

DIRECTORS

63. The first directors of the Company shall be elected by the subscribers to the Memorandum; and thereafter, subject to Article, 68 the directors shall be elected by the members for such term as the members determine.

64. The minimum number of directors shall be one and the maximum number shall be fifteen.

65. Each director shall hold office until his successor takes office or until his earlier death, resignation or removal, or in the case of a corporate director upon making of an order for the winding up or dissolution of the Company or upon the removal of a defunct company otherwise than pursuant to a winding-up order.

66. A director may be removed from office, with or without cause, by a resolution of members or where a majority of directors requests his resignation in writing.

67. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

68. The Directors shall have power at any time, and from time to time, to appoint any other qualified person as a director, either to fill a casual vacancy or as an addition to the Board, so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles.

69. With the prior or subsequent approval by a resolution of members, the directors may, by a

 

LOGO

 

-12-


resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

70. A director shall not require a share qualification, and may be an individual or a company.

POWERS OF DIRECTORS

71. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

72. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.

73. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to fixing the emoluments of directors.

74. Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents.

75. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members.

76. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors.

77. The Directors may, by a resolution of the directors designate one or more Committees, each consisting of one or more directors and each such Committee shall have such powers and authority of the directors including the power and authority to affix the common seal of the company, as are set forth in the resolution of directors establishing the Committee except that no Committee shall have any power or authority with respect to the matters requiring a resolution of the directors under section 2(3) of the Act.

 

LOGO

 

-13-


PROCEEDINGS OF DIRECTORS

78. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors may determine to be necessary or desirable.

79. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognize each other’s voice and for this purpose participation constitutes prima facie proof of recognition.

80. A resolution in writing, in one or more parts, signed by all the Directors, shall be as valid and effectual as if it had been passed at a Meeting of the Directors duly called and constituted.

81. A director shall be given not less than 7 days’ notice of meetings of directors, but a meeting of directors held without 7 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

82. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed at any number shall be two (2). For the purposes of this article an alternate director shall be counted in a quorum.

83. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes and the requirements of the Act and these Articles for a meeting shall be satisfied where the sole director passes a resolution in lieu of such meeting.

84. At every meeting of the directors the President shall preside as chairman of the meeting. If there is no President or if the President is not present at the meeting the Vice President shall preside. If there is no Vice President or if the Vice President is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting.

85. The directors shall cause the following corporate records to be kept but which need not be maintained at the registered office of the Company:

 

  (a)

minutes of all meetings of directors, members, Boards of directors, committees of officers and committees of members;

 

  (b)

copies of all resolutions consented to by directors, members, Boards of directors, committees of officers and committees of members; and

 

LOGO

 

-14-


  (c)

such financial statements, accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company.

86. The register of the Directors and Officers and the register of members shall be kept at the registered office of the Company along with such other records as the Minister responsible for Companies may by order prescribe.

87. The meetings and proceedings of each Board of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the Board.

ALTERNATE DIRECTORS

88. Any Director may at any time appoint any person to be an alternate Director of the Company and may at any time remove any alternate Director so appointed by him. An alternate Director so appointed shall not be entitled to receive any remuneration from the Company but shall otherwise be subject to the provisions of these presents with regard to Directors. An alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) be entitled to receive notices of all meetings of the Board and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all the functions of his appointor as a Director in the absence of such appointor.

89. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. All appointments and removals of alternate Directors shall be effected in writing under the hand of the Director making or revoking such appointment and lodged with the Secretary at the Company’s office. The name of each alternate Director shall be disclosed and notified to the Registrar General.

MANAGING DIRECTOR

90. The members in general meeting or the Directors may from time to time appoint one or more of the Directors to be a Managing Director or Managing Directors of the Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places.

91. The remuneration of a Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of those modes.

92. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw or vary all or any of such powers.

 

LOGO

 

-15-


OFFICERS

93. The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a President and one or more Vice-Presidents, Secretary and one or more Assistant Secretaries and Treasurer and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person.

94. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the President to preside at meetings of directors and members and to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretary to maintain the share register, minutes books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

95. The emoluments of all officers shall be fixed by resolution of directors.

96. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. The directors may also revoke or vary a power previously given to an officer or agent.

CONFLICT OF INTERESTS

97. If the requirements of Articles 98 or 99 are satisfied, no agreement or transaction between the Company and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators or at the meeting of the committee of directors or liquidators that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.

98. An agreement or transaction referred to in Article 97 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors or liquidators; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of directors or liquidators that has been approved without counting the vote or consent of any interested director or liquidator or by the unanimous vote or consent of all disinterested

 

LOGO

 

-16-


 

directors or liquidators are insufficient to approve a resolution of directors or liquidators.

99. An agreement or transaction referred to in Article 98 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the members entitled to vote at a meeting of members; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of members.

100. A director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for purposes of determining whether the meeting is duly constituted.

INDEMNIFICATION

101. Subject to Article 102 the Company may indemnify against all expenses including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

 

  (a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or liquidator of the Company; or

 

  (b)

is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

102. Article 101 only applies to a person referred to in that Article if the person acted honestly and in good faith with a view to the best interests of the Company.

103. In the absence of any law to the contrary the decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

104. The termination of any proceedings by any judgement, order, settlement, convictions or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

105. If a person to be indemnified has been successful in defence of any proceedings referred to in that Article the person is entitled to be indemnified against all expenses, including legal fees, and against all

 

LOGO

 

-17-


judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

106. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person as provided in these Articles.

SEAL

107. The Company shall have a common seal and an imprint thereof shall be kept at the registered office of the Company. The directors shall provide for the safe custody of the Seal. The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorised from time to time by resolution of directors. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. The Company may by resolution of directors authorise the adoption and use of one or more corporate seals for use outside the Commonwealth of the Bahamas.

DIVIDENDS

108. The Company may by a resolution of directors declare and pay dividends in money, shares, or other property. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed.

109. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company.

110. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select.

111. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

112. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company.

 

LOGO

 

-18-


113. No dividend shall bear interest as against the Company and no dividend shall be paid on shares described in Article 21.

114. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.

115. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.

116. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

117. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares.

RESERVES

118. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve fund to meet contingencies or for equalising dividends or for special dividends or bonuses or the redemption of preference shares or for repairing, improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company and may invest the several sums so set aside upon such investments as they may think fit and from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserve fund into such special funds as they think fit and employ the reserve fund or any part thereof in the business if the Company and that without being bound to keep the same separate from the other assets.

NOTICES

119. Any notice, information or written statement to be given by the Company to members must be served by mail addressed to each member at the address shown in the share register.

120. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

121. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was mailed in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

 

LOGO

 

-19-


PENSION AND SUPERANNUATION FUNDS

122. The directors may establish and maintain or procure the establishment and maintenance of any non-contributors or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument.

ARBITRATION

123. Whenever any difference arises between the Company on the one hand and any of the members or their executors administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act effecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire.

124. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

VOLUNTARY WINDING UP AND DISSOLUTION

125. If the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors.

126. If the Company has previously issued shares, it may voluntarily commence to wind up and dissolve by resolution of members or by resolution of directors.

 

LOGO

 

-20-


CONTINUATION

127. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the Commonwealth of the Bahamas in the manner provided under those laws.

 

Dated the 29th day of October, 200         .
LOGO

 

LOGO

 

-21-

EX-99.T3A19 19 d856091dex99t3a19.htm EX-99.T3A19 EX-99.T3A19

Exhibit T3A.19

   LOGO   

FORM 19

 

     

COMPANY NO. 39809

COMPANIES ACT OF BARBADOS

CERTIFICATE OF CONTINUANCE

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

 

Name of Company

I hereby certify that the above-mentioned Company was continued, as set out in the attached Articles of Continuance, under section 356.2. (1) of the Companies Act.

 

LOGO


Form 17

 

LOGO

COMPANIES ACT OF BARBADOS

(Section 351)

ARTICLES OF CONTINUANCE

 

1.

Name of Company SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

 

2.

Company Number 39809

 

3.

The classes and any maximum number of shares that the company is authorized to issue.

The Share capital of the Company shall consist of an unlimited number of shares of one class without nominal or par value to be designated as Common Shares.

 

4.

Restrictions if any on share transfers

The annexed Schedule A is incorporated in this form.

 

5.

Number (or minimum or maximum number) of directors.

There shall be a minimum of 2 and a maximum of 10 Directors.

 

6.

Restriction if any on business the company may carry on.

The Company shall not engage in any business other than international business as defined in the International Business Companies Act, 1991-24 of the Laws of Barbados.

 

7.  If change of name affected, previous name.

 

Not applicable.

 

8.  Details of incorporation.

   LOGO

The Company was incorporated in Barbados as Company No. 11308 on October 31, 1995 and then continued in the Bahamas on October 29, 2008 as Company No. 155501(B).

 

9.

Other provisions if any.

The annexed Schedule B is incorporated in this form.

10.

Date: August 27, 2015

  

Signature: /s/ Elvin Saruk

  

Title:

 

Director

Date:

  

Signature:

  

Title:

 

Date:

  

Signature:

  

Title:

 

 

 

For Ministry use only

 

Company Number: 39809

  

Filed: 27.08.2013


Form 17

THE COMPANIES ACT OF BARBADOS

(Section 351)

SCHEDULE TO

ARTICLES OF CONTINUANCE

 

 

 

1.  Name of Company:

  

Company No:

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

  

39809

 

 

SCHEDULE A

 

4.

Restrictions if any on share transfers:

The right to transfer shares of the Company shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Company without the previous express sanction of the holders of more than 50% of the Common shares of the Company for the time being outstanding expressed by a resolution passed at a meeting of the shareholders or by an instrument in writing signed by the holders of more than 50% of such shares.

 

 

SCHEDULE B

 

9.

Other provisions if any:

 

 

(a)

Any invitation to the public to subscribe for shares or security interest is prohibited.

 

 

(b)

In the case of an equality of votes on any question submitted to any meeting of the shareholders of the Company, the Chairman of the meeting shall on a ballot have a casting vote in addition to any votes to which he may otherwise be entitled.

 

  

REGISTERED

  

CORPORATE AFFAIRS AND

INTELLECTUAL PROPERTY OFFICE

 

Date:

August 27, 2015

  

Signature:

  

/s/ Elvin Saruk

Elvin Saruk

  

Title:

Director


Form 9

LOGO

COMPANIES ACT OF BARBADOS

(Sections 66 & 74)

NOTICE OF DIRECTORS

OR

NOTICE OF CHANGE OF DIRECTORS

 

1.  Name of Company

  

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

  

 

2.

Company Number 39809

 

3.

Notice is given that on the         day of                 , the following person(s) was / were appointed director(s)

 

Name

  

Residential Address

  

Occupation

N/A

     
     
     
     

 

4.

Notice is given that on the          day of                 ,    the following person(s) ceased to hold office as director(s)

 

Name

   Residential Address

N/A

  
  
  

 

5.

The directors of the company as of this date are:

 

Name

   Residential Address    Occupation

* Elvin Saruk

  

Suite 2000, 425 1 Street S.W., Calgary, Alberta T2P 3L8, Canada

  

Company Executive

* Paul Knowles

  

Olympia Building, East Bay Street, P.O. Box N-7682, Nassau, Bahamas

  

Company Executive

* Duane Alvarez

  

Cofre de Perote #235-701, Colonia Lomas de Chapultepec, Delegación Miguel Hidalgo, México D.F. 11000, México

  

Company Executive

*

No middle initial

 

6.         Date:

  

Signature:

    

Title:

            August 27, 2015

  

/s/ Elvin Saruk

Elvin Saruk

 

REGISTERED

  

CORPORATE AFFAIRS AND

INTELLECTUAL PROPERTY OFFICE

 

Director

 

 

For Ministry use only

 

Company Number: 39809

  

Filed: 27.08.2015


Form 4

 

LOGO

COMPANIES ACT OF BARBADOS

(Section 169(1) and (2))

NOTICE OF ADDRESS

OR

NOTICE OF CHANGE OF ADDRESS OF REGISTERED OFFICE

 

1.

Name of Company SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

 

2.

Company Number 39809

 

3.

Address of Registered Office

Heritage House,

Pinfold Street,

Bridgetown,

Barbados.

 

4.

Mailing Address

As above.

 

5.

If change of address, give previous address of Registered Office.

M B & H Corporate Services Ltd.,

Mareva House,

4 George Street,

Nassau,

Bahamas

 

6.

 

 

Date:

 

August 27, 2015

  

Signature:

 

Elvin Saruk

  

Title:

 

Director

 

  

REGISTERED

  

CORPORATE AFFAIRS AND

INTELLECTUAL PROPERTY OFFICE

 

 

For Ministry use only

 

Company Number: 39809

  

Filed: 27.08.2015


Form 33

 

LOGO

COMPANIES ACT OF BARBADOS

REQUEST FOR NAME SEARCH AND NAME RESERVATION

 

1.

Name, Address and telephone number of person making request:

Susannah M. Evelyn

Peter Evelyn & Co., Attorneys-at-Law

Heritage House, Pinfold Street

Bridgetown, Barbados                                                                                               Telephone Number: 436 6208

 

2.

Proposed name or names in order of preference

(a) SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

(b)

(c)

 

3.

Main types of business the company carries on or proposes to carry on:

 

 

(a)

International business as defined in the International Business Companies Act, 1991-24 of the Laws of Barbados being property investments in Cuba.

 

(b)

 

(c)

 

4.

Derivation of name

Coined.

 

5.  First name available to be reserved:

  

Yes  ☐

  

No  ☐

 

6.

Name is for:

Continuance of Sherritt International (Cuba) Oil and Gas Limited from The Bahamas.

 

7.

If for a change of name, state present name of company:

Not applicable.

 

8.

If for an amalgamation, state names of amalgamating companies:

Not applicable.

 

 

 

 

LOGO

EX-99.T3A20 20 d856091dex99t3a20.htm EX-99.T3A20 EX-99.T3A20

Exhibit T3A.20

 

  

LOGO

  

 

FORM 6

 

COMPANY NO. 39809

COMPANIES ACT OF BARBADOS

CERTIFICATE OF AMENDMENT

 

SICOG OIL AND GAS LIMITED
Name of Company

I hereby certify that the Articles of the above-mentioned company were amended

☐ Under Section 15 of the Companies Act in accordance with the attached notice;

☐ Under Section 33 of the Companies Act as set out in the attached Articles of Amendment designating a series of shares;

☐ Under Section 203 of the Companies Act as set out in the attached Articles of Amendment.

 

LOGO


Form 5

 

  

LOGO

  
         FORM 5
  

THE COMPANIES ACT OF BARBADOS

  
   (Sections 33 and 203)   

ARTICLES OF AMENDMENT

 

 

 

1.  Name of Company:

     

2.  Company No:

SHERRITT INTERNATIONAL (CUBA) OIL & GAS LIMITED

  

39809

 

 

 

3.

The articles of the above named company are amended as follows:

Pursuant to Sections 197 (1) (a) of the Companies Act, Cap. 308 of the Laws of Barbados, the Articles of Incorporation of the Company be amended to

 

  1.

change the name of the Company to the following:

SICOG OIL AND GAS LIMITED

 

Date:

  

Signature:

  

Title:

     

November 28th

2019

  

/s/ Kathy-Ann Monique Christian

 

Kathy-Ann Monique Christian

   DIRECTOR

 

For Ministry use only

 

Company Number: 39809

   Filed: 2019-10-31

LOGO


SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

WRITTEN CONSENT OF THE SOLE SHAREHOLDER IN LIEU OF A

MEETING

The undersigned being the sole Shareholder of SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED (the “Company”) acting pursuant to the Companies Act Cap 308, hereby records the following information and adopts the following resolutions by Written Consent in Lieu of Meeting:

RESOLVED:

 

1.

That pursuant to section 197(l)(a) of the Companies Act Chapter 308 of the Laws of Barbados, that the Articles of Incorporation be amended to change the name of the Company to SICOG OIL AND GAS LIMITED

 

2.

That any one officer or director of the Company is authorised and directed on behalf of the Company to deliver Articles of Amendment, in duplicate, in the prescribed form to the appropriate authorities under the Companies Act and to sign and execute all documents and do all things necessary in connection with the foregoing.

 

3.

That the Director of the Company be authorised to revoke this special resolution without approval of the shareholder of the Company at any time before it is acted upon.

A telecopied transmission of this Consent by any person named below shall be

sufficient to establish the signature of that person and to constitute the authority

in writing of such person to the foregoing resolution.

IN WITNESS WHEREOF, the undersigned has executed this Consent this 19th day of November 2019.

 

SHERRITT INTERNATIONAL CORPORATION
/s/ Elvin Saruk.
Per: Elvin Saruk.
Senior Vice President, Oil & Gas and Power

I Kathy-Ann Monique Christian, one of the directors of Sherritt International (Cuba) Oil and Gas Limited do hereby certify that this is a true and correct copy of the original resolution.

 

/s/ Kathy-Ann Monique Christian
Kathy-Ann Monique Christian

LOGO

EX-99.T3A21 21 d856091dex99t3a21.htm EX-99.T3A21 EX-99.T3A21

Exhibit T3A.21

 

LOGO

CORPORATE ACCESS NUMBER 20723302 BUSINESS CORPORATIONS ACT CERTIFICATE OF CONTINUANCE SHERRITT INTERNATIONAL OIL AND GAS LIMITED CONTINUED FROM CANADA TO ALBERTA ON JANUARY 23, 1997. Registrar of Corporations REG 3066 (96/01)


LOGO

20723302

BUSINESS CORPORATIONS ACT

(SECTIONS 181, 261 AND 262)

FORM 11

 

ALBERTA CONSUMER AND

CORPORATE AFFAIRS

   ARTICLES OF CONTINUANCE
1. NAME OF CORPORATION    2. CORPORATE ACCESS NO.

 

SHERRITT INTERNATIONAL OIL AND GAS LIMITED

20723302

 

 

3. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE.

The Corporation is authorized to issue an unlimited number of Preferred Shares and an unlimited number of common shares, each with the rights, privileges, restrictions and conditions set forth in Schedule “A” attached hereto.

 

 

4. RESTRICTIONS IF ANY ON SHARE TRANSFERS.

As set forth in Schedule “B” attached hereto.

 

 

5. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS.

Not less than one director and not more than ten directors.

 

 

6. RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON.

None.

 

 

7. IF CHANGE OF NAME EFFECTED, PREVIOUS NAME.

n/a

 

 

8. DETAILS OF INCORPORATION

The Corporation was incorporated under the Canada Business Corporations Act on October 31, 1995 as 3197221 Canada Inc. and changed its name on December 1, 1995 to Sherritt International Oil and Gas Limited.

 

 

9. OTHER PROVISIONS IF ANY

As set forth in Schedule “C” attached hereto.

 

Date    Signature   Title
January 22/97    /s/ Christopher R. Skelton   Solicitor
   CHRISTOPHER R. SKELTON  
For Departmental Use Only        Filed


SCHEDULE “A”

1A

 

1.

PREFERRED SHARES

The Preferred Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

 

  1.1.

Ranking Of Preferred Shares

The Preferred Shares shall be entitled to a preference over the common shares and over any other shares of the Corporation ranking junior to the Preferred Shares with respect to priority in payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

 

  1.2.

Dividends

The holders of the Preferred Shares shall be entitled to receive, and the Corporation shall pay thereon as and when declared by the board of directors of the Corporation, subject to the insolvency provisions of applicable law, but always in preference and priority to the payment of dividends on the common shares and any shares of any other class ranking junior to the Preferred Shares, out of moneys of the Corporation properly applicable to the payment of dividends, fixed cumulative preferential cash dividends at the rate of 6 1/8% per annum, such rate to be applied to $100,000.00 per Preferred Share (the “Dividend”), payable in lawful money of Canada on December 1 in each year (a “Dividend Payment Date”), the first Dividend Payment Date to be December 1, 1997. Dividends on the Preferred Shares shall accrue from and including such date as may be determined by the board of directors of the Corporation prior to the issue of such shares or, if no such date is so determined, then from and including the date of issue thereof.


1B

For any period which is less than a full year with respect to any Preferred Share:

 

  (i)

which is issued, redeemed or purchased during such year; or

 

  (ii)

in respect of which assets of the Corporation are distributed to the holders thereof pursuant to section 1.10 during such year;

dividends shall be deemed to accrue on a daily basis and shall be equal to the amount calculated by multiplying the Dividend by a fraction of which the numerator is the number of days in such period (including the day at the beginning of such period and excluding the day at the end of such period) and the denominator is the number of days in such year (including the day at the beginning thereof and excluding the Dividend Payment Date at the end thereof).

The holders of the Preferred Shares shall not be entitled to any dividend other than or in excess of the cumulative preferential cash dividends hereinbefore provided for. No dividends shall be paid on the common shares or on any shares of any other class of shares of the Corporation ranking junior to the Preferred Shares in any month unless and until the cumulative preferential dividends on all the Preferred Shares outstanding in respect of such month have been paid in full.

If, by reason of insolvency provisions of applicable law or for any other reason, on any Dividend Payment Date the dividends accrued to such date are not paid in full on all of the Preferred Shares then outstanding, such dividends, or the unpaid part thereof, shall be paid on a subsequent date or dates determined by the board of directors of the Corporation.

 

  1.3.

Retraction Privilege

Subject to the provisions of section 1.5, a holder of Preferred Shares shall be entitled to require the Corporation to redeem at any time or times after the date of issue thereof all or any of the Preferred Shares registered in the name of such holder.


1C

 

  1.4.

Retraction Procedure

In order to require the Corporation to redeem Preferred Shares pursuant to the retraction privilege provided for in section 1.3, a holder of Preferred Shares must tender to the Corporation, at its registered office, the certificate or certificates representing the Preferred Shares which the holder desires the Corporation to redeem, together with a written request specifying that the holder desires to have all or a specified number of the shares represented by such certificate or certificates redeemed by the Corporation. After receipt of the certificate or certificates representing the Preferred Shares which the holder desires the Corporation to redeem together with a request for redemption as specified above, the Corporation shall, subject to section 1.5, on the retraction date (the “Retraction Date”) selected by the Corporation (which shall be not later than 30 days following receipt by the Corporation of such written request) redeem Preferred Shares duly tendered pursuant to the retraction privilege provided for in section 1.3 by paying to such holder for each share to be redeemed $100,000.00, together with an amount equal to all dividends accrued and unpaid thereon up to the date on which redemption is to be made, such aggregate amount being hereinafter referred to in these provisions as the “Aggregate Redemption Price”.

The tender of the certificate or certificates by a holder of Preferred Shares pursuant to this section 1.4 shall be irrevocable unless payment of the Aggregate Redemption Price shall not be duly made by the Corporation to the holder on or before the Retraction Date. In the event that payment of the Aggregate Redemption Price is not made by the Corporation on or before the Retraction Date, the Corporation shall forthwith thereafter return the holder’s deposited share certificate or certificates to the holder. If a holder of Preferred Shares tenders for redemption pursuant to the above retraction privilege a part only of the Preferred Shares represented by any certificate or certificates, the Corporation shall issue and deliver to such holder at the expense of the Corporation a new certificate representing the Preferred Shares which are not being tendered for redemption.


1D

On the Retraction Date the Aggregate Redemption Price shall be paid by cheque payable in lawful money of Canada at par at any branch in Canada of the Corporation’s bankers. Upon such payment being made, the Preferred Shares in respect of which such payment is made shall be redeemed. From and after the Retraction Date, the Preferred Shares so redeemed shall cease to be entitled to dividends or any other participation in any distribution of the assets of the Corporation and the holder thereof shall not be entitled to exercise any of the other rights of shareholders in respect thereof unless payment of the Aggregate Redemption Price shall not be made on the retraction date, in which event the rights of such holders shall remain unaffected.

 

  1.5.

Retraction Subject To Applicable Law

If, as a result of insolvency provisions or other provisions of applicable law, the Corporation is not permitted to redeem all of the Preferred Shares duly tendered pursuant to the above retraction privilege, the Corporation shall redeem only the maximum number of Preferred Shares which the board of directors of the Corporation determines the Corporation is then permitted to redeem. Such redemption shall be made pro rata, disregarding fractions of shares, from each holder of tendered Preferred Shares according to the number of Preferred Shares tendered for redemption by each such holder and the Corporation shall issue and deliver to each such holder at the expense of the Corporation a new certificate representing the Preferred Shares not redeemed by the Corporation.

So long as the board of directors of the Corporation has acted in good faith in making any of the determinations referred to above as to the number of Preferred Shares which the Corporation is permitted at any one time to redeem, neither the Corporation nor the board of directors shall have any liability in the event that any such determination proves to be inaccurate.

 

  1.6.

Redemption At Option Of Corporation

The Corporation may, upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the outstanding Preferred Shares on payment for each share to be redeemed of an amount equal to the Aggregate Redemption Price.


1E

 

  1.7.

Partial Redemption

In case a part only of the Preferred Shares is to be redeemed at any time, the shares to be redeemed shall be selected by lot or some other random selection method in such manner as the board of directors of the Corporation in its sole discretion determines or selected in such other manner as the board of directors of the Corporation in its sole discretion determines to be equitable. If a part only of the Preferred Shares represented by any certificate shall be redeemed, a new certificate representing the balance of such shares shall be issued to the holder thereof at the expense of the Corporation upon presentation and surrender of the first mentioned certificate.

 

  1.8.

Method Of Redemption

In any case of redemption of Preferred Shares, the Corporation shall, at least 30 days before the date specified for redemption, give to each person who at the date of the notice hereinafter referred to is a registered holder of Preferred Shares to be redeemed a notice in writing of the intention of the Corporation to redeem such Preferred Shares, such notice to be given as provided in section 1.13 hereof. Such notice shall set out the number of Preferred Shares held by the person to whom it is addressed which are to be redeemed, the Aggregate Redemption Price, the date specified for redemption and the place or places in Canada at which holders of Preferred Shares may present and surrender such shares for redemption.

On or after the date so specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Preferred Shares to be redeemed the Aggregate Redemption Price of such shares on presentation and surrender, at the registered office of the Corporation or at any other place or places in Canada specified in the notice of redemption, of the certificate or certificates representing the Preferred Shares called for redemption. Payment in respect of Preferred Shares being redeemed shall be made by cheque payable to the respective holders thereof in lawful money of Canada at par at any branch in Canada of the Corporation’s bankers.


1F

The Corporation shall have the right at any time after giving notice of its intention to redeem Preferred Shares to deposit the Aggregate Redemption Price of the Preferred Shares so called for redemption, or of such of the Preferred Shares which are represented by certificates which have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a separate account in any chartered bank or any trust company in Canada named in the redemption notice or in a subsequent notice in writing to the holders of the Preferred Shares in respect of which the deposit is made, to be paid without interest to or to the order of the respective holders of Preferred Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing such shares. Upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Preferred Shares in respect of which such deposit shall have been made shall be deemed to be redeemed and the rights of the holders thereof shall be limited to receiving without interest the Aggregate Redemption Price of their respective Preferred Shares being redeemed upon presentation and surrender of the certificate or certificates representing such shares. Any interest allowed on any such deposit shall belong to the Corporation.

From and after the date specified for redemption in any notice of redemption, the Preferred Shares called for redemption shall cease to be entitled to dividends or any other participation in any distribution of the assets of the Corporation and the holders thereof shall not be entitled to exercise any of the other rights as shareholders in respect thereof unless payment of the Aggregate Redemption Price shall not be made upon presentation and surrender of the share certificates in accordance with the foregoing provisions, in which case the rights of such holders shall remain unaffected.

 

  1.9.

Purchase For Cancellation

The Corporation may at any time or from time to time purchase for cancellation all or any part of the outstanding Preferred Shares at the lowest price or prices at which, in the opinion of the board of directors of the Corporation, such shares are then obtainable but not


1G

exceeding an amount per share equal to the Redemption Price plus an amount equal to all dividends accrued and unpaid thereon to the purchase date.

 

  1.10.

Liquidation, Dissolution Or Winding-Up

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares shall be entitled to receive from the assets of the Corporation an amount per share equal to $100,000.00 held by them respectively, together with an amount equal to all dividends accrued and unpaid thereon to the date of the liquidation, dissolution, winding-up or other distribution, the whole before any amount shall be paid by the Corporation or any assets of the Corporation shall be distributed to holders of the common shares or any shares of any other class of shares of the Corporation ranking junior to the Preferred Shares. After payment to the holders of the Preferred Shares of the amounts so payable to them, they shall not be entitled to share in any further distribution of the assets of the Corporation.

 

  1.11.

Voting Rights

Except as hereinafter referred to or as required by law, the holders of the Preferred Shares shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the Corporation.

 

  1.12.

Amendment With Approval Of Holders Of Preferred Shares

The rights, privileges, restrictions and conditions attached to the Preferred Shares may be added to, changed or removed but only with the approval of holders of Preferred Shares given as hereinafter specified.


1H

 

  1.13.

Approval Of Holders Of Preferred Shares

The approval of the holders of Preferred Shares to add to, change or remove any right, privilege, restriction or condition attached to the Preferred Shares or in respect of any other matter requiring the consent of the holders of the Preferred Shares may be given in such manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution signed by all the holders of the Preferred Shares or passed by the affirmative vote of at least 2/3 of the votes cast at a meeting of the holders of Preferred Shares duly called for that purpose.

The formalities to be observed with respect to the giving of notice of any such meeting or any adjourned meeting, the quorum required therefor and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to meetings of shareholders or, if not prescribed, as required by the Act as in force at the time of the meeting.

 

2.

COMMON SHARES

The holders of the common shares shall be entitled to vote at all meetings of shareholders of the Corporation except meetings at which only the holders of another class or series of the Corporation as a class or series are entitled to vote, and shall be entitled to one vote at all such meetings in respect of each common share held.

After payment to the holders of the Preferred Shares of the amount or amounts to which they may be entitled, the holders of the common shares shall be entitled to receive any dividend declared by the board of directors of the Corporation and to receive the remaining property of the Corporation upon dissolution.

Dividends will not be declared on the common shares if, after payment of such dividends, the fair market value of all of the outstanding Preferred Shares would be less than the amount required to redeem such Preferred Shares.


SCHEDULE “B”

1. The right to transfer common shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any common share or common shares in the capital of the Corporation without either:

 

  (a)

the express sanction of the holders of more than 50% of the common shares of the Corporation for the time being outstanding expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of more than 50% of such shares, or

 

  (b)

the express sanction of the directors of the Corporation expressed by a resolution passed by the votes of a majority of the directors of the Corporation at a meeting of the board of directors or by instrument or instruments in writing signed by a majority of the directors.

2. The right to transfer Preferred Shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any Preferred Share or Preferred Shares in the capital of the Corporation without either:

 

  (a)

the express sanction of the holders of more than 50% of the Preferred Shares of the Corporation for the time being outstanding expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of more than 50% of such shares, or

 

  (b)

the express sanction of the directors of the Corporation expressed by a resolution passed by the votes of a majority of the directors of the Corporation at a meeting of the board of directors or by instrument or instruments in writing signed by a majority of the directors.


SCHEDULE “C”

1. The number of shareholders of the Corporation, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Corporation were, while in that employment, and have continued after the termination of that employment to be, shareholders of the Corporation, is limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder.

2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.

3. The board of directors of the Corporation may, without authorization of the shareholders of the Corporation, from time to time, in such amounts and on such terms as it deems expedient:

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

issue, reissue, sell or pledge debt obligations of the Corporation;

 

  (c)

give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

 

  (d)

charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any of the currently owned or subsequently acquired property and assets of the Corporation, including, without limiting the generality of the foregoing, real and personal property, movable and immovable property, tangible and intangible assets, book debts, rights, powers, franchise and undertaking, to secure any obligation of the Corporation.

The board of directors may from time to time by resolution delegate to a committee of directors or to one or more of the directors or officers of the Corporation all or any of the powers hereby conferred upon the board to such extent and in such manner as the board shall determine at the time of each such delegation. Nothing in this section shall limit or restrict the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

4. The number of directors of the Corporation shall be determined from time to time as follows:

 

  (a)

where directors are to be elected at a meeting of shareholders, the number shall be determined by resolution of the board of directors and set out in the notice calling the meeting of shareholders; and


  (b)

where directors are to be elected by way of a written resolution of shareholders, the number shall be set out in the resolution;

provided that the number of directors may not be less than the minimum number nor more than the maximum number of directors set out in the articles.

EX-99.T3A22 22 d856091dex99t3a22.htm EX-99.T3A22 EX-99.T3A22

Exhibit T3A.22

THE COMMONWEALTH OF THE BAHAMAS

The International Business Companies Act 2000

Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

Preliminary

1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

 

Words

  

Meanings

capital

  

The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus

  

(a)   the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and

  

(b)   the amounts as are from time to time transferred from surplus to capital by a resolution of directors.

member

  

A person who holds shares in the Company.

person

  

An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons.

register of members

  

The share register.

resolution of directors

  

(a)   A Resolution approved at a duly constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain where the meeting was called on proper notice or, if on short notice, if those directors not present have waived notice; or

  

(b)   a resolution consented to in writing by all directors or of all members of the committee, as the case may be.


resolution of members   

(a)   A resolution approved at a duly constituted meeting of the members of the Company by the affirmative vote of

  

(i) a simple majority of the votes of the shares which were present at the meeting and entitled to vote thereon and were voted and not abstained, or

  

(ii)  a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or

  

(b)   a resolution consented to in writing by

  

(i) all of the votes of shares entitled to vote thereon, or

  

(ii)  all of the votes of each class or series of shares entitled to vote thereon as a class or series and of all of the votes of the remaining shares entitled to vote thereon;

securities   

Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.

surplus   

The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus its issued and outstanding share capital and surplus may be computed having regard to the net unrealized appreciation of assets of the company in accordance with section 36 of the Act.

the Act   

The International Business Companies Act 2000 (No. 45 of 2000).

the Memorandum   

The Memorandum of Association of the Company as originally framed or as from time to time amended by a resolution of directors or resolution of the members.

the Seal   

Any seal which has been duly adopted as the Common Seal of the Company.

these Articles   

These Articles of Association as originally framed or as from time to time amended by a resolution of directors or resolution of the members.

treasury shares   

Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled.

 

- 2 -


2. “Written” or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in a visible form, including telex, telegram, cable or other form of writing produced by electronic communication.

3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.

4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others.

5. A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction.

6. A reference to money in these Articles, unless otherwise stated, is a reference to the currency in which shares in the Company shall be issued according to the provisions of the Memorandum.

SHARES, AUTHORISED CAPITAL AND CAPITAL

7. Every person whose name is entered as a member in the share register shall, without payment, be entitled to a certificate either (a) under the signatures of two directors or officers or (b) signed by one director or one officer of the Company and under the common Seal of the Company specifying the share or shares held and the par value where applicable thereto and the signatures of the director or officer and the Seal may be facsimiles, provided that in respect of a share, or shares, held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

8. Any member receiving a share certificate for shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be reasonably required by the directors.

9. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares.

10. Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine.

 

- 3 -


11. Shares in the Company shall be issued for money, services rendered, personal property (including other shares, debt obligations or other securities in the company), any estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.

12. Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus.

13. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security.

14. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

15. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.

16. Upon the issue by the Company of a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus.

17. Upon the issue by the Company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

18. The Company may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value provided that no purchase redemption or acquisition which has the effect of reducing the capital of the Company shall be effected unless in compliance with Articles 37 and 38 but no purchase, redemption or other acquisition shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition:

 

  (a)

the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and

 

  (b)

the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of accounts; and, in the absence of fraud, the decision of the directors as to

 

- 4 -


 

the realizable value of the assets of the company is conclusive unless a question of law is involved.

19. A determination by the directors under the preceding Article is not required where shares are purchased, redeemed or otherwise acquired

 

  (a)

pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the Company;

 

  (b)

in exchange for newly issued shares in the Company;

 

  (c)

by virtue of the provisions of Section 80 of the Act; and

 

  (d)

pursuant to an order of the court.

20. Shares that the Company purchases, redeems or otherwise acquires pursuant to Articles 18 or 19 may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital pursuant to section 25 of the Act in which case they shall be cancelled. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company.

21. Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company.

22. No invitation shall be issued to the public by the Company or the directors for the time being thereof to subscribe for any shares or debentures of the Company.

23. No notice of a trust, whether expressed, implied or constructive, shall be entered in the share register.

LIEN ON SHARES

24. The Company shall have a first and paramount lien on every share issued for a promissory note or for any other binding obligation to contribute money or property or any combination thereof to the Company, and the Company shall also have a first and paramount lien on every share standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company’s lien on a share shall extend to all dividends payable thereon. The directors may at any time either generally, or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Article.

 

- 5 -


25. In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property, the Company may sell, in such manner as it may by resolution of directors determine, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of twenty one days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.

26. The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the binding obligation in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale the directors may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.

TRANSFER OF SHARES

27. Subject to any limitations in the Memorandum, shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. The Directors may decline to register any transfer of shares without assigning any reason therefore.

28. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee’s name has been entered in the share register.

29 Subject to the approval of the Directors, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of Directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months.

TRANSMISSION OF SHARES

30. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following two Articles.

 

- 6 -


31. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

32. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

33. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

REDUCTION OR INCREASE IN CAPITAL OR AUTHORISED CAPITAL

34. The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect any combination of the foregoing.

35. The Company may amend the Memorandum to

 

  (a)

divide the shares, including issued shares of a class or series into a larger number of shares of the same class or series; or

 

  (b)

combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series, provided, however, that where shares are divided or combined under (a) or (b) of this Article, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.

36. The capital of the Company may by a resolution of directors, be increased by transferring an amount of the surplus of the Company to capital and, subject to the provisions of Articles 37 and 38, the capital may by resolution of directors be reduced by:

 

  (a)

returning to members any amount received by the Company upon the issue of any of its shares, the amount being surplus to the requirements of the Company,

 

  (b)

cancelling any capital that is lost or not represented by assets having a realisable value or

 

  (c)

transferring capital to surplus for the purpose of purchasing, redeeming or otherwise acquiring shares that the directors have resolved to purchase, redeem or otherwise acquire.

 

- 7 -


37. No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company.

38. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

BORROWING POWERS

39. The Directors may from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

40. The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, debentures or debenture stock perpetual or otherwise, notes or other obligations of the Company charged upon all or any part of the property of the Company (both present and future).

41. Debentures, debenture stock and other securities may be made assignable, free from any equities, between the Company and the person to whom the same may be issued.

MEETINGS AND CONSENTS OF MEMBERS

42. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors consider necessary or desirable.

43. Upon the written request of members holding 50 percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members.

44. The directors shall give not less than 7 days’ notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company.

45. A meeting of members held in contravention of the requirement in Article 44 is valid.

 

  (a)

if members holding not less than 90 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90

 

- 8 -


 

percent majority of the remaining votes, have agreed to shorter notice of the meeting, or

 

  (b)

if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver.

46. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting.

47. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

48. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

49. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.

(Name of Company)

I/We                                                                  being a member of the                             above Company with            shares HEREBY APPOINT                                                     of                                                              or failing him                             of to be my/our proxy to vote for me/us                                 at the meeting of members to be held on the                day of                            and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this            day of

____________________________

Member

50. The following shall apply in respect of joint ownership of shares:

 

  (a)

if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;

 

  (b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and

 

  (c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

 

- 9 -


51. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice and for this purpose participation constitutes prima facie proof of recognition.

52. A resolution in writing, in one or more parts, signed by all the members for the time being shall be as valid and effectual as if it had been passed at a General Meeting duly called and constituted.

53. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members.

54. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

55. At every meeting of members, the President shall preside as Chairman of the meeting. If there is no President or if the President is not present at the meeting, the members present shall choose some one of their number to be the Chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair.

56. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

57. At any meeting of the members the Chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the Chairman shall have any doubt as to the outcome of any resolution put to vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the Chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the Chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the Chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the Chairman.

 

- 10 -


58. Any person other than an individual shall be regarded as one member and subject to Article 59 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule the directors may rely and act upon such advice without incurring any liability to any member.

59. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company.

60. The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded.

61. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company.

62. If the Company shall have only one member the provisions herein contained for meetings of the members for any purpose shall be satisfied where such single shareholder passes a resolution in lieu of such meeting.

DIRECTORS

63. The first directors of the Company shall be elected by the subscribers to the Memorandum; and thereafter, subject to Article, 68 the directors shall be elected by the members for such term as the members determine.

64. The minimum number of directors shall be one and the maximum number shall be fifteen.

65. Each director shall hold office until his successor takes office or until his earlier death, resignation or removal, or in the case of a corporate director upon making of an order for the winding up or dissolution of the Company or upon the removal of a defunct company otherwise than pursuant to a winding-up order.

66. A director may be removed from office, with or without cause, by a resolution of members or where a majority of directors requests his resignation in writing.

67. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

 

- 11 -


68. The Directors shall have power at any time, and from time to time, to appoint any other qualified person as a director, either to fill a casual vacancy or as an addition to the Board, so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles.

69. With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

70. A director shall not require a share qualification, and may be an individual or a company.

POWERS OF DIRECTORS

71. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

72. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.

73. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to fixing the emoluments of directors.

74. Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents.

75. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members.

76. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors.

 

- 12 -


77. The Directors may, by a resolution of the directors designate one or more Committees, each consisting of one or more directors and each such Committee shall have such powers and authority of the directors including the power and authority to affix the common seal of the company, as are set forth in the resolution of directors establishing the Committee except that no Committee shall have any power or authority with respect to the matters requiring a resolution of the directors under section 2(3) of the Act.

PROCEEDINGS OF DIRECTORS

78. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors may determine to be necessary or desirable.

79. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice and for this purpose participation constitutes prima facie proof of recognition.

80. A resolution in writing, in one or more parts, signed by all the Directors, shall be as valid and effectual as if it had been passed at a Meeting of the Directors duly called and constituted.

81. A director shall be given not less than 7 days’ notice of meetings of directors, but a meeting of directors held without 7 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

82. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed at any number shall be two (2). For the purposes of this article an alternate director shall be counted in a quorum.

83. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes and the requirements of the Act and these Articles for a meeting shall be satisfied where the sole director passes a resolution in lieu of such meeting.

84. At every meeting of the directors the President shall preside as chairman of the meeting. If there is no President or if the President is not present at the meeting the Vice President shall preside. If there is no Vice President or if the Vice President is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting.

 

- 13 -


85. The directors shall cause the following corporate records to be kept but which need not be maintained at the registered office of the Company:

 

  (a)

minutes of all meetings of directors, members, Boards of directors, committees of officers and committees of members;

 

  (b)

copies of all resolutions consented to by directors, members, Boards of directors, committees of officers and committees of members; and

 

  (c)

such financial statements, accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company.

86. The register of the Directors and Officers and the register of members shall be kept at the registered office of the Company along with such other records as the Minister responsible for Companies may by order prescribe.

87. The meetings and proceedings of each Board of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the Board.

ALTERNATE DIRECTORS

88. Any Director may at any time appoint any person to be an alternate Director of the Company and may at any time remove any alternate Director so appointed by him. An alternate Director so appointed shall not be entitled to receive any remuneration from the Company but shall otherwise be subject to the provisions of these presents with regard to Directors. An alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) be entitled to receive notices of all meetings of the Board and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all the functions of his appointor as a Director in the absence of such appointor.

89. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. All appointments and removals of alternate Directors shall be effected in writing under the hand of the Director making or revoking such appointment and lodged with the Secretary at the Company’s office. The name of each alternate Director shall be disclosed and notified to the Registrar General.

MANAGING DIRECTOR

90. The members in general meeting or the Directors may from time to time appoint one or more of the Directors to be a Managing Director or Managing Directors of the Company

 

- 14 -


either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places.

91. The remuneration of a Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of those modes.

92. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw or vary all or any of such powers.

OFFICERS

93. The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a President and one or more Vice-Presidents, Secretary and one or more Assistant Secretaries and Treasurer and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person.

94. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the President to preside at meetings of directors and members and to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretary to maintain the share register, minutes books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

95. The emoluments of all officers shall be fixed by resolution of directors.

96. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. The directors may also revoke or vary a power previously given to an officer or agent.

CONFLICT OF INTERESTS

97. If the requirements of Articles 98 or 99 are satisfied, no agreement or transaction between the Company and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related,

 

- 15 -


including as a director or liquidator of that other person, is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators or at the meeting of the committee of directors or liquidators that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.

98. An agreement or transaction referred to in Article 97 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors or liquidators; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of directors or liquidators that has been approved without counting the vote or consent of any interested director or liquidator or by the unanimous vote or consent of all disinterested directors or liquidators if the votes or consents of all disinterested directors or liquidators are insufficient to approve a resolution of directors or liquidators.

99. An agreement or transaction referred to in Article 98 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the members entitled to vote at a meeting of members; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of members.

100. A director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for purposes of determining whether the meeting is duly constituted.

INDEMNIFICATION

101. Subject to Article 101 the Company may indemnify against all expenses including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

 

  (a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or liquidator of the Company; or

 

  (b)

is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

 

- 16 -


102. Article 100 only applies to a person referred to in that Article if the person acted honestly and in good faith with a view to the best interests of the Company.

103. In the absence of any law to the contrary the decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

104. The termination of any proceedings by any judgement, order, settlement, convictions or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

105. If a person to be indemnified has been successful in defence of any proceedings referred to in that Article the person is entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

106. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person as provided in these Articles.

SEAL

107. The Company shall have a common seal and an imprint thereof shall be kept at the registered office of the Company. The directors shall provide for the safe custody of the Seal. The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorised from time to time by resolution of directors. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. The Company may by resolution of directors authorise the adoption and use of one or more corporate seals for use outside the Commonwealth of the Bahamas.

DIVIDENDS

108. The Company may by a resolution of directors declare and pay dividends in money, shares, or other property.. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed.

109. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company.

 

- 17 -


110. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select.

111. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

112. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company.

113. No dividend shall bear interest as against the Company and no dividend shall be paid on shares described in Article 21.

114. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.

115. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.

116. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

117. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares.

RESERVES

118. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve fund to meet contingencies or for equalising dividends or for special dividends or bonuses or the redemption of preference shares or for repairing, improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company and may invest the several sums so set aside upon such investments as they may think fit and from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserve fund into such special funds as they think fit and employ the reserve fund or any part thereof in the business if the Company and that without being bound to keep the same separate from the other assets.

 

- 18 -


NOTICES

119. Any notice, information or written statement to be given by the Company to members must be served by mail addressed to each member at the address shown in the share register.

120. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

121. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was mailed in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

PENSION AND SUPERANNUATION FUNDS

122. The directors may establish and maintain or procure the establishment and maintenance of any non-contributors or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument.

ARBITRATION

123. Whenever any difference arises between the Company on the one hand and any of the members or their executors administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act effecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire.

 

- 19 -


124. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

VOLUNTARY WINDING UP AND DISSOLUTION

125. If the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors.

126. If the Company has previously issued shares, it may voluntarily commence to wind up and dissolve by resolution of members or by resolution of directors.

CONTINUATION

127. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the Commonwealth of the Bahamas in the manner provided under those laws.

 

- 20 -


WE, McKINNEY NOMINEES LIMITED AND HUGHES COMPANY LIMITED, both of Mareva House, 4 George Street, Nassau, Bahamas, for the purpose of incorporating an International Business Company under the laws of the Commonwealth of the Bahamas, hereby subscribe our names to these Articles of Association the 1st day of November, 2006 in the presence of:

Subscribers

Paul D. Knowles (sgd)

 

Paul D. Knowles

Vice President

McKINNEY NOMINEES LIMITED

Paul D. Knowles (sgd)

 

Paul D. Knowles

Vice President

HUGHES COMPANY LIMITED

Witness:

Kendra Laidlaw (sgd)

 

Kendra Laidlaw

Mareva House

4 George Street

Nassau, Bahamas

Company Secretary

 

- 21 -


COMMONWEALTH OF THE BAHAMAS

New Providence

Dated the 1st day of November, 2006

ARTICLES OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

M B & H Corporate Services Ltd.

Mareva House

4 George Street

Nassau, Bahamas

EX-99.T3A23 23 d856091dex99t3a23.htm EX-99.T3A23 EX-99.T3A23

Exhibit T3A.23

THE COMMONWEALTH OF THE BAHAMAS

The International Business Companies Act 2000

Company Limited by Shares

MEMORANDUM OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

 

1.

The name of the Company is SHERRITT POWER (BAHAMAS) INC.

 

2.

The registered office of the Company is situate at the offices of M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Bahamas.

 

3.

The registered agent of the Company is M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Bahamas.

 

4.

The object or purpose for which the Company is established is to engage in any act or activity that is not prohibited under any law for the time being in force in The Commonwealth of the Bahamas.

 

5.

In the absence of appropriate authorisation the Company may not:

 

  (a)

carry on banking or trust business as defined by the Banks and Trust Companies Regulation Act 2000;

 

  (b)

carry on business as an insurance or a reinsurance company; or

 

  (c)

carry on the business of providing corporate or financial services as defined by the Financial and Corporate Service Providers Act 2000.

 

6.

The liability of the members is limited.

 

7.

Shares in the Company shall be issued in the currency of the United States of America.

 

8.

The authorised capital of the Company is Five thousand dollars (5,000) and is made up of one class of shares divided into Five thousand (5,000) shares of the par value of One dollar (1.00) each with one vote for each share.

 

9.

The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of shares that the Company is authorised to issue shall be fixed by resolution of directors, but the directors shall not allocate different rights as to voting, dividends, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid rights as to voting, dividends, redemption and distributions shall be identified in each separate class.


10.

The shares of the Company are to be issued as registered shares.

 

11.

Registered Shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors.

WE, McKINNEY NOMINEES LIMITED and HUGHES COMPANY LIMITED, both of Mareva House, 4 George Street, Nassau, Bahamas, for the purpose of incorporating an International Business Company under the laws of the Commonwealth of the Bahamas, hereby subscribe our names to this Memorandum of Association the 1st day of November, 2006 in the presence of:

Subscribers

Paul D. Knowles (sgd)

Paul D. Knowles

Vice President

McKINNEY NOMINEES LIMITED

Paul D. Knowles (sgd)

Paul D. Knowles

Vice President

HUGHES COMPANY LIMITED

Witness:

Kendra Laidlaw (sgd)

Kendra Laidlaw

Mareva House

4 George Street

Nassau, Bahamas

Company Secretary

 

- 2 -


COMMONWEALTH OF THE BAHAMAS

New Providence

Dated the 1st day of November, 2006

MEMORANDUM OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

M B & H Corporate Services Ltd.

Mareva House,

4 George Street,

Nassau, Bahamas

EX-99.T3A24 24 d856091dex99t3a24.htm EX-99.T3A24 EX-99.T3A24

Exhibit T3A.24

COMMONWEALTH OF THE BAHAMAS

A COMPANY LIMITED BY SHARES

 

 

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

SHERRITT UTILITIES INC.

(formerly SHERRITT POWER (BAHAMAS) INC.)

Name Changed: 9th January, 1998.

 

 

Incorporated on the 15th day of December 1997

under The International Business Companies Act

McKinney, Bancroft & Hughes

Attorneys-at-Law

Mareva House

4, George Street

Nassau, Bahamas


SHERRITT UTILITIES INC.

Certificate of Resolutions

 

  (1)

that the authorised capital of the Company be increased from Five thousand (5,000) U.S. dollars divided into Five thousand (5,000) ordinary shares of One (1) U.S. dollar each to One hundred and Fifty million (150,000,000) U.S. dollars divided into One hundred and Fifty million (150,000,000) ordinary shares of the par value of One (1) U.S. dollar each;

 

  (2)

that the Memorandum of Association of the Company be amended by deleting Clause 8. and subsituting therefor the following:

“ 8. The authorised capital of the Company is One hundred and Fifty million (150,000,000) U.S. dollars divided into One hundred and Fifty million (150,000,000) ordinary shares of the par value of One (1) U.S. dollar each with one vote for each share.”

I, Paul D. Knowles, Assistant Secretary of SHERRITT UTILITIES INC. hereby certify that the foregoing is a true copy of the Resolutions passed by the sole Director of the Company on the 3rd day of March, 1998.

 

LOGO   

AS WITNESS my hand

and the seal of the

company this 4th day

of March, 1998

 

   /s/ Paul D. Knowles
   Assistant Secretary
  
  


LOGO

COMMONWEALTH OF THE BAHAMAS IBC 05 No. 69,583 B SHERRITT UTILITIES INC FORMERLY SHERRITT POWER (BAHAMAS) INC. I, CEDRIC F. MOXEY ASST. , Registrar General of the Commonwealth of The Bahamas DO HEREBY CERTIFY pursuant to the International Business Companies Act (No. 2 of 1990) that SHERRITT UTILITIES INC. is incorporated in the Commonwealth of The Bahamas as an International Business Company and that the former name of the said company was SHERRITT POWER (BAHAMAS) INC. which name has now been changed this 9TH day of JANUARY 1998 to SHERRITT UTILITIES INC. Given under my hand and seal at Nassau in the Commonwealth of The Bahamas


LOGO

69,583 B SHERRITT POWER (BAHAMAS) INC. CEDRIC F. MOXEY ASST R egistrar general of the Commanwealth of The Bahamas Do.Hereby Certify pursuant to the International Business Companies Act (No. 2 of l990) that all the requirements of the said act in respect of incorporation have been satisfied,and that SHERRITT POWER (BAHAMAS) INC. is incorporated in the commonwealth of The Bahamas as an Internatinal business company this 15TH day of DECEMBER 19 97 Given under my hand and seal at Nassau in the Comman-wealth of The bahamas ASST. REGISTRAR GENERAL


The International Business Companies Act

Company Limited by Shares

 

 

ARTICLES OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

Preliminary

1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

 

Words

  

Meanings

capital

  

The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus

 

(a)   the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and

 

(b)   the amounts as are from time to time transferred from surplus to capital by a resolution of directors.

member

  

A person who holds shares in the Company.

register of members

  

Shall mean the share register.

person

  

An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons.

resolution of directors

  

(a)   A Resolution approved at a duly constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain where the meeting was called on proper notice or, if on short notice, if those directors not present have waived notice; or

 

(b)   a resolution consented to in writing by all directors or of all members of the committee, as the case may be.


resolution of members

  

(a)   A resolution approved at a duly constituted meeting of the members of the Company by the affirmative vote of

 

(i) a simple majority of the votes of the shares which were present at the meeting and were voted and not abstained, or

 

(ii)  a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or

 

(b)   a resolution consented to in writing by

 

(i) an absolute majority of the votes of shares entitled to vote thereon, or

 

(ii)  an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon;

securities

  

Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.

surplus

  

The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company’s capital.

the Memorandum

  

The Memorandum of Association of the Company as originally framed or as from time to time amended.

the Act

  

The International Business Companies Act 1989 (No. 2 of 1990).

the Seal

  

The Common Seal of the Company.

these Articles

  

These Articles of Association as originally framed or as from time to time amended.

treasury shares

  

Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled.

 

- 2 -


“Written” or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in a visible form, including telex, telegram, cable or other form of writing produced by electronic communication.

Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.

Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others.

A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction.

A reference to money in these Articles is a reference to the currency of the United States of America unless otherwise stated.

SHARES, AUTHORISED CAPITAL AND CAPITAL

2. The Company shall issue to every member holding shares in the Company a certificate either (a) under the signatures of two directors or officers or (b) under the seal and the signature of one director or officer specifying the share or shares held by him and the signature of the director or officer and the seal may be facsimiles.

3. Any member receiving a share certificate for shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors.

4. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares.

5. Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine.

 

- 3 -


6. Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.

7. Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus.

8. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security.

9. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

10. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.

11. Upon the issue by the Company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

12. The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase, redemption or other acquisition which shall constitute a reduction in capital shall be made otherwise than in compliance with Articles 28 and 29.

13. Shares that the Company purchases, redeems or otherwise acquires pursuant to Article 12 may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital and would otherwise infringe upon the requirements of Articles 28 and 29, or to the extent that such shares are in excess of 80 percent of the issued shares of the Company in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company.

14. Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company.

 

- 4 -


15. No invitation shall be issued to the public by the Company or the directors for the time being thereof to subscribe for any shares or debentures of the Company.

16. No notice of a trust, whether expressed, implied or constructive, shall be entered in the share register.

TRANSFER OF SHARES

17. Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. The Directors may decline to register any transfer of shares without assigning any reason therefor.

18. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee’s name has been entered in the share register.

19. Subject to the approval of the Directors, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of Directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months.

TRANSMISSION OF REGISTERED SHARES

20. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following two Articles.

21. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

22. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

 

- 5 -


23. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

BEARER SHARES

 

  24.      (1)

The Directors may issue bearer shares and upon any issue of bearer shares the Directors shall issue share certificates to be called bearer share certificates in respect of all the bearer shares issued which have been fully paid provided that the Directors shall in no case issue more than one bearer share certificate in respect of any one bearer share but otherwise may issue as many bearer share certificates as they may determine. Bearer shares and bearer share certificates shall be issued on the following terms and conditions.

 

  (a)

Except as hereinafter provided, the bearer of a bearer share certificate shall be deemed to be a member of the Company and shall be entitled to the same privileges and advantages as he would have had if his name had been included in the Register of Members of the Company as holder of the shares comprised in the certificate.

 

  (b)

No person being the bearer of a bearer share certificate shall be entitled (i) to sign a requisition calling a meeting or to give notice of intention to submit a resolution to a meeting or (ii) to attend or vote by himself or his proxy or exercise any privilege as a member at a meeting, unless he shall, in the first case, before or at the time of lodging such requisition or giving such notice of intention as aforesaid, or, in the second case, three days at least before the day fixed for the meeting, have deposited the certificate at the registered office of the Company or at such other place appointed by the Directors, and unless the Certificate shall remain so deposited until after the meeting or any adjournment thereof shall have been held.

 

  (c)

Not more than one name shall be received as that of the bearer of a bearer share certificate.

 

  (d)

To any person so depositing a bearer share certificate there shall be delivered a voucher subscribed by a director or the Secretary stating the name and address of that person and describing the shares included in

 

- 6 -


 

the certificate so deposited, and bearing the date of issue of the voucher, and such voucher shall entitle him, or his proxy duly appointed to attend and vote at any general meeting held within three months from date of the voucher in the same way as if he were the registered holder of the shares specified in the voucher.

 

  (e)

Upon delivery of the voucher to the Company the bearer of the voucher shall be entitled to receive forthwith the bearer share certificate in respect of which the voucher was given.

 

  (f)

The bearer of a bearer share certificate shall not, save as provided in sub-paragraph (b) above, be entitled to exercise any right as a member, unless (if called upon by any director or the Secretary so to do) he produces the certificate and states his name and address.

 

  (g)

The shares comprised in a bearer share certificate shall be transferred by the delivery of the certificate without any written transfer and without registration, and the provisions herein contained with reference to the transfer of and the lien of the Company on shares shall not apply.

 

  (h)

Upon surrender of his bearer share certificate to the Company for cancellation, the bearer shall be entitled to have his name entered as a member in the Register of Members in respect of the shares comprised in the certificate, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in the Register upon the surrender of any bearer share certificate the name of any person not the true and lawful owner of such certificate.

 

  (i)

Any notice to be given by the Company to the holder of bearer share certificates shall be deemed duly given by one publication in the Official Gazette of the Commonwealth of the Bahamas or by one advertisement in the Nassau Guardian newspaper.

 

  (2)

Any person being the holder of shares in respect of which his name is entered in the Register of Members may apply in writing to the Directors to have his share converted into bearer shares, and upon producing to the Directors his share certificate and upon providing such affidavit, statutory declaration or other evidence of authentication as the Directors may require and upon paying such of the expenses incurred by the Company in the matter as the Directors may determine, such person shall be entitled to be issued with one or more bearer share certificates in the same manner and on the same terms and

 

- 7 -


  conditions as set out in paragraph (1) of this regulation. Upon issue of bearer share certificate in accordance with this regulation the Directors shall strike the name of the person to whom it has been issued from the Register of Members as if he had ceased to be a member and shall enter in the Register the details.

REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL

25. The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect any combination of the foregoing.

26. The Company may amend the Memorandum to

 

  (a)

divide the shares, including issued shares of a class or series into a larger number of shares of the same class or series; or

 

  (b)

combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series, provided, however, that where shares are divided or combined under (a) or (b) of this Article, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.

27. The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital, and, subject to the provisions of Articles 28 and 29 the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus.

28. No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company.

29. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

30. Where the Company reduces its capital under Article 25 the Company may

 

  (a)

return to its members any amount received by the Company upon the issue of any of its shares;

 

- 8 -


  (b)

purchase, redeem or otherwise acquire its shares out of capital; or

 

  (c)

cancel any capital that is lost or not represented by assets having a realizable value.

BORROWING POWERS

31. The Directors may from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

32. The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, debentures or debenture stock perpetual or otherwise, notes or other obligations of the Company charged upon all or any part of the property of the Company (both present and future).

33. Debentures, debenture stock and other securities may be made assignable, free from any equities, between the Company and the person to whom the same may be issued.

MEETINGS AND CONSENTS OF MEMBERS

34. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors consider necessary or desirable.

35. Upon the written request of members holding 50 percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members.

36. The directors shall give not less than 7 days’ notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company except in the case of members holding shares issued to bearer notice shall be given in accordance with Article 108.

37. A meeting of members held in contravention of the requirement in Article 36 is valid

 

  (a)

if members holding not less than 50 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 percent majority of the remaining votes, have agreed to shorter notice of the meeting, or

 

  (b)

if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver.

 

- 9 -


38. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting.

39. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

40. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

41. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.

(Name of Company)

I/We                                         being a member of the above Company with             shares HEREBY APPOINT                     of                     or failing            him                        of                     to be                my/our proxy to vote for me/us at the meeting of members to be held on the                     day of                         and at any                         adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this                     day of

 

 

 

Member

42. The following shall apply in respect of joint ownership of shares:

 

  (a)

if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;

 

  (b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and

 

  (c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

43. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice. A resolution in writing, in one or more parts, signed by all the members for the time being shall be as valid and effectual as if it had been passed at a General Meeting duly called and constituted.

44. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a

 

- 10 -


certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members.

45. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

46. At every meeting of members, the President shall preside as Chairman of the meeting. If there is no President or if the President is not present at the meeting, the members present shall choose some one of their number to be the Chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair.

47. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

48. At any meeting of the members the Chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the Chairman shall have any doubt as to the outcome of any resolution put to vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the Chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the Chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the Chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the Chairman.

49. Any person other than an individual shall be regarded as one member and subject to Article 50 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule the directors may rely and act upon such advice without incurring any liability to any member.

50. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of

 

- 11 -


members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company.

51. The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded.

52. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company.

DIRECTORS

53. The first directors of the Company shall be elected by the subscribers to the Memorandum; and thereafter, subject to Article 58, the directors shall be elected by the members for such term as the members determine.

54. The minimum number of directors shall be one and the maximum number shall be seven.

55. Each director shall hold office until his successor takes office or until his earlier death, resignation or removal.

56. A director may be removed from office, with or without cause, by a resolution of members.

57. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

58. The Directors shall have power at any time, and from time to time, to appoint any other qualified person as a director, either to fill a casual vacancy or as an addition to the Board, so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles.

59. With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

60. A director shall not require a share qualification, and may be an individual or a company.

POWERS OF DIRECTORS

61. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these

 

- 12 -


Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

62. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.

63. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to fixing the emoluments of directors.

64. Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents.

65. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members.

66. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors.

PROCEEDINGS OF DIRECTORS

67. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the Commonwealth of the Bahamas as the directors may determine to be necessary or desirable.

68. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice. A resolution in writing, in one or more parts, signed by all the Directors, shall be as valid and effectual as if it had been passed at a Meeting of the Directors duly called and constituted.

69. A director shall be given not less than 7 days’ notice of meetings of directors, but a meeting of directors held without 7 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

 

-13-


70. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate two directors.

71. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

72. At every meeting of the directors the President shall preside as chairman of the meeting. If there is no President or if the President is not present at the meeting the Vice President shall preside. If there is no Vice President or if the Vice President is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting.

73. The directors shall cause the following corporate records to be kept:

 

  (a)

minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members;

 

  (b)

copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and

 

  (c)

such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company.

74. The register of the Directors and Officers and the register of members or a copy thereof shall be kept at the registered office of the Company.

75. The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors.

76. The Directors may delegate any of their powers to committees each consisting of two or more members of their body as they think fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be made or imposed upon it by the Directors.

77. The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee.

 

-14-


ALTERNATE DIRECTORS

78. Any Director may at any time appoint any person to be an alternate Director of the Company and may at any time remove any alternate Director so appointed by him. An alternate Director so appointed shall not be entitled to receive any remuneration from the Company but shall otherwise be subject to the provisions of these presents with regard to Directors. An alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) be entitled to receive notices of all meetings of the Board and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all the functions of his appointor as a Director in the absence of such appointor. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. All appointments and removals of alternate Directors shall be effected in writing under the hand of the Director making or revoking such appointment and lodged with the Secretary at the Company’s office.

MANAGING DIRECTOR

79. The members in general meeting or the Directors may from time to time appoint one or more of the Directors to be a Managing Director or Managing Directors of the Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places.

80. The remuneration of a Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of those modes.

81. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw or vary all or any of such powers.

OFFICERS

82. The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a President and one or more Vice-Presidents, Secretary and one or more Assistant Secretaries and Treasurer and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person.

 

-15-


83. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the President to preside at meetings of directors and members and to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretary to maintain the share register, minutes books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

84. The emoluments of all officers shall be fixed by resolution of directors.

85. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors.

CONFLICT OF INTERESTS

86. If the requirements of Articles 87 or 88 are satisfied, no agreement or transaction between the Company and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators or at the meeting of the committee of directors or liquidators that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.

87. An agreement or transaction referred to in Article 86 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors or liquidators; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of directors or liquidators that has been approved without counting the vote or consent of any interested director or liquidator or by the unanimous vote or consent of all disinterested directors or liquidators if the votes or consents of all disinterested directors or liquidators are

 

- 16 -


 

insufficient to approve a resolution of directors or liquidators.

88. An agreement or transaction referred to in Article 86 is valid if

 

  (a)

the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the members entitled to vote at a meeting of members; and

 

  (b)

the agreement or transaction is approved or ratified by a resolution of members.

89. A director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for purposes of determining whether the meeting is duly constituted.

INDEMNIFICATION

90. Subject to Article 91 the Company may indemnify against all expenses including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

 

  (a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or liquidator of the Company; or

 

  (b)

is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

91. Article 90 only applies to a person referred to in that Article if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

92. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

93. The termination of any proceedings by any judgement, order, settlement, convictions or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not

 

- 17 -


act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

94. If a person referred to in Article 90 has been successful in defence of any proceedings referred to in that Article the person is entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

95. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Article 90.

SEAL

96. The directors shall provide for the safe custody of the Seal. The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorised from time to time by resolution of directors. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. The Company may by resolution of directors authorise the adoption and use of one or more corporate seals for use outside the Commonwealth of the Bahamas.

DIVIDENDS

97. The Company may by a resolution of directors declare and pay dividends in money, shares, or other property but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed.

98. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company.

99. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select.

 

- 18 -


100. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

101. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company.

102. No dividend shall bear interest as against the Company and no dividend shall be paid on shares described in Article 14.

103. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.

104. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.

105. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

106. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares.

RESERVES

107. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve fund to meet contingencies or for equalising dividends or for special dividends or bonuses or the redemption of preference shares or for repairing, improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company and may invest the several sums so set aside upon such investments as they may think fit and from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserve fund into such special funds as they think fit and employ

 

- 19 -


the reserve fund or any part thereof in the business of the Company and that without being bound to keep the same separate from the other assets.

NOTICES

108. Any notice, information or written statement to be given by the Company to members must be served in the case of members holding registered shares by mail addressed to each member at the address shown in the share register and in the case of members holding shares issued to bearer by publishing such notice, information or written statement in a newspaper circulated in the Commonwealth of the Bahamas and a newspaper circulated in the place where the Company has its principal office.

109. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

110. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was mailed in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

PENSION AND SUPERANNUATION FUNDS

111. The directors may establish and maintain or procure the establishment and maintenance of any non-contributors or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument.

 

- 20 -


ARBITRATION

112. Whenever any difference arises between the Company on the one hand and any of the members or their executors administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act effecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire.

113. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

VOLUNTARY WINDING UP AND DISSOLUTION

114. If the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors.

115. If the Company has previously issued shares, it may voluntarily commence to wind up and dissolve by resolution of members or by resolution of directors.

CONTINUATION

116. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the Commonwealth of the Bahamas in the manner provided under those laws.

 

- 21 -


WE, McKINNEY NOMINEES LIMITED AND HUGHES COMPANY LIMITED, both of Mareva House, 4 George Street, Nassau, Bahamas, for the purpose of incorporating an International Business Company under the laws of the Commonwealth of The Bahamas, hereby subscribe our names to these Articles of Association the 15th day of December, 1997 in the presence of:

Subscribers

 

PAUL D. KNOWLES (sgd.)     GLORIA JEAN FORBES (sgd.)
       
Paul D. Knowles     Gloria Jean Forbes
Vice-President     Assistant Secretary

McKINNEY NOMINEES LIMITED

 

PAUL D. KNOWLES (sgd.)     GLORIA JEAN FORBES (sgd.)
 

 

     

 

Paul D. Knowles     Gloria Jean Forbes
Vice-President     Assistant Secretary

HUGHES COMPANY LIMITED

 

Witness:

 

   
M. M. KNOWLES (sgd.)    

 

M. M. Knowles     COMMONWEALTH OF THE BAHAMAS
Mareva House    
4 George Street     Registrar General’s Department

Nassau, Bahamas

 

Company Secretary

   

 

I certify the foregoing to be a true copy, of the original document,

    /s/ Cedric F. Moxey
    Cedric F. Moxey
    Asst. Registrar General
    December 15th, 1997

 

- 22 -


COMMONWEALTH OF THE BAHAMA

New Providence.

Dated the 15th day of December, 1997.

ARTICLES OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

McKinney, Bancroft & Hughes

Attorneys-at-Law

Chambers

Nassau, Bahamas

EX-99.T3A25 25 d856091dex99t3a25.htm EX-99.T3A25 EX-99.T3A25

Exhibit T3A.25

COMMONWEALTH OF THE BAHAMAS

A COMPANY LIMITED BY SHARES

 

 

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

SHERRITT UTILITIES INC.

(formerly SHERRITT POWER (BAHAMAS) INC.)

Name Changed: 9th January, 1998.

 

 

Incorporated on the 15th day of December 1997

under The International Business Companies Act

McKinney, Bancroft & Hughes

Attorneys-at-Law

Mareva House

4, George Street

Nassau, Bahamas


No 69 583 B

SHERRITT UTILITIES INC.

Certificate of Resolutions

 

  (1)

that the authorised capital of the Company be increased from Five thousand (5,000) U.S. dollars divided into Five thousand (5,000) ordinary shares of One (1) U.S. dollar each to One hundred and Fifty million (150,000,000) U.S. dollars divided into One hundred and Fifty million (150,000,000) ordinary shares of the par value of One (1) U.S. dollar each;

 

  (2)

that the Memorandum of Association of the Company be amended by deleting Clause 8. and subsituting therefor the following:

“8. The authorised capital of the Company is One hundred and Fifty million (150,000,000) U.S. dollars divided into One hundred and Fifty million (150,000,000) ordinary shares of the par value of One (1) U.S. dollar each with one vote for each share.”

 

 

I, Paul D. Knowles, Assistant Secretary of SHERRITT UTILITIES INC. hereby certify that the foregoing is a true copy of the Resolutions passed by the sole Director of the Company on the 3rd day of March, 1998.

 

            

 

LOGO

     

AS WITNESS my hand and the seal of the Company

this 4th day of March, 1998.

 

/s/ Paul D. Knowles

Assistant Secretary

   


LOGO

COMMONWEALTH OF THE BAHAMAS IBC 05 THE INTERNATIONAL BUSINESS COMPANIES ACT (1990) (Section 11) CERTIFICATE OF INCORPORATION (Change of Name) No. 69,583 B SHERRITT UTILITIES INC. FORMERLY SHERRITT POWER (BAHAMAS) INC. I, CEDRIC F. MOXEY ASST., Registrar General of the Commonwealth of The Bahamas DO HEREBY CERTIFY pursuant to the International Business Companies Act (No. 2 of 1990) that SHERRITT UTILITIES INC. is incorporated in the Commonwealth of The Bahamas as an International Business Company and that the former name of the said company was SHERRITT POWER (BAHAMAS) INC. which name has now been changed this 9TH day of JANUARY 1998 Given under my hand and seal at Nassau in the Commonwealth of The Bahamas ASST. Registrar General to SHERRITT UTILITIES INC.


LOGO

Commonwealth of The Bahamas The International Business Companies Act (No. 2 of 1990) Certificate of Incorporation (Section 11 and 12) No. 69,583 B SHERRITT POWER (BAHAMAS) INC. I CEDRIC F. MOXEY …….. ASST. Registrar General of the Commonwealth of The Bahamas Do Hereby Certify pursuant to the International Business Companies Acts (No. 2 of 1990) that all the requirements of the said Act in respect of incorporation have been satisfied, and that SHERRITT POWER (BAHAMAS) INC. is incorporated in the Commonwealth of The Bahamas as an International Business Company this 15TH day of DECEMBER 1997 Given under my hand and seal at Nassau in the Commonwealth of The Bahamas ASST. REGISTRAR GENERAL


The International Business Companies Act

Company Limited by Shares

 

 

MEMORANDUM OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

 

 

1.    The name of the Company is SHERRITT POWER (BAHAMAS) INC.

2.    The registered office of the Company will be situate in the Chambers of Messrs. McKinney, Bancroft & Hughes, Mareva House, 4 George Street, Nassau, Bahamas.

3.    The registered agent of the Company will be Messrs. McKinney, Bancroft & Hughes, Mareva House, 4 George Street, Nassau, Bahamas.

4.    The object or purpose for which the Company is established is to engage in any act or activity that is not prohibited under any law for the time being in force in The Commonwealth of the Bahamas.

5.    (1)    The Company may not

 

  (a)

carry on business with persons resident in the Commonwealth of the Bahamas;

 

  (b)

own an interest in real property situate in the Commonwealth of the Bahamas, other than a lease referred to in paragraph (e) of subclause (2) of this clause;

 

  (c)

carry on banking or trust business as defined by the Banks and Trust Companies Regulation Act;


  (d)

carry on business as an insurance or a reinsurance company; or

 

  (e)

carry on the business of providing the registered office for companies.

 

  (2)

For the purposes of paragraph (a) of subclause (1) of this clause, the Company shall not be treated as carrying on business with persons resident in the Commonwealth of the Bahamas if:

 

  (a)

it makes or maintains deposits with a person carrying on business within the Commonwealth of the Bahamas;

 

  (b)

it makes or maintains professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within the Commonwealth of the Bahamas;

 

  (c)

it prepares or maintains books and records within the Commonwealth of the Bahamas;.

 

  (d)

it holds, within the Commonwealth of the Bahamas, meetings of its directors or members;

 

  (e)

it holds a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained;

 

  (f)

it holds shares, debt obligations or other securities in a company incorporated under this Act or under the Companies Act; or

 

- 2 -


  (g)

shares, debt obligations or other securities in the company are owned by any person resident in the Commonwealth of the Bahamas or by any company incorporated under this Act or under the Companies Act.

 

  (h)

it conducts any of its operations with a person without knowing or having reasonable cause to believe that such person is a person resident in the Bahamas.

6.     The liability of the members is limited.

7.    Shares in the Company shall be issued in the currency of the United States of America.

8.    The authorised capital of the Company is Five thousand (5,000) U.S. dollars and is made up of one class of shares divided into Five thousand (5,000) shares of the par value of One (1) U.S. dollar each with one vote for each share.

9.    The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of shares that the Company is authorised to issue shall be fixed by resolution of directors, but the directors shall not allocate different rights as to voting, dividends, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid rights as to voting, dividends, redemption and distributions shall be identified in each separate class.

10.    The directors of the Company are to be granted authority to issue shares as registered shares or to bearer as they may determine by resolution of the directors.

11.    In the event that shares are issued to bearer such shares may be exchanged for registered shares and the registered shares may be exchanged for shares issued to bearer.

 

- 3 -


12. In the event that shares are issued to bearer, a required notice shall be properly served on the members holding shares issued to bearer if the notice, information or written statement is published in a newspaper circulated in the Commonwealth of the Bahamas and a newspaper circulated in the place where the Company has its principal office.

13. Registered shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members.

14. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors.

WE, McKINNEY NOMINEES LIMITED and HUGHES COMPANY LIMITED, both of Mareva House, 4 George Street, Nassau, Bahamas, for the purpose of incorporating an International Business Company under the laws of the Commonwealth of the Bahamas, hereby subscribe our names to this Memorandum of Association the 15th day of December, 1997 in the presence of:

Subscribers

 

PAUL D. KNOWLES (sgd.)

    

GLORIA JEAN FORBES (sgd.)

Paul D. Knowles      Gloria Jean Forbes
Vice-President      Assistant Secretary

McKINNEY NOMINEES LIMITED

 

PAUL D. KNOWLES (sgd.)

    

GLORIA JEAN FORBES (sgd.)

Paul D. Knowles      Gloria Jean Forbes
Vice-President      Assistant Secretary

HUGHES COMPANY LIMITED

 

Witness:

M. M. KNOWLES (sgd.)

M. M. Knowles

Mareva House

4 George Street

Nassau, Bahamas
Company Secretary

 

- 4 -


COMMONWEALTH OF THE BAHAMAS

New Providence.

Dated the 15th day of December, 1997.

 

 

MEMORANDUM OF ASSOCIATION

OF

SHERRITT POWER (BAHAMAS) INC.

McKinney, Bancroft & Hughes

Attorneys-at-Law

Chambers

Nassau, Bahamas

EX-99.T3A26 26 d856091dex99t3a26.htm EX-99.T3A26 EX-99.T3A26

Exhibit T3A.26

 

  LOGO   FORM 19
    COMPANY NO. 41089

COMPANIES ACT OF BARBADOS

CERTIFICATE OF CONTINUANCE

SHERRITT UTILITIES INC.

 

 

Name of Company

I hereby certify that the above-mentioned Company was continued, as set out in the attached Articles of Continuance, under section 356.2. (1) of the Companies Act.

 

LOGO
EX-99.T3A27 27 d856091dex99t3a27.htm EX-99.T3A27 EX-99.T3A27

Exhibit T3A.27

 

For Ministry Use Only

A I’usage exclusif du ministère

     

Ontario Corporation Number

Numéro de la société en Ontario

 

1736242

 

LOGO

 

  

ARTICLES OF INCORPORATION

STATUTS CONSTITUTIFS

Form 1

Business Corporations

Act

  

1.  The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS)

Dénomination sociale de la société : (Écrire en LETTRES MAJUSCULES SEULEMENT)

  

SI FINANCE LTD.

     

Formule 1

Loi sur les

sociétés par actions

  

2.  The address of the registered office is:

Adresse du siège social:

  

 

1133 Yonge Street, 5th Floor

   (Street & Number or R.R. Number & if Multi-Office Building give Room No.)
   (Rue et numéro ou numéro de la R.R. et, s’il s’agit d’un édificé à bureaux, numéro du bureau)
  

Toronto

      ONTARIO M4T2Y7
  

(Name of Municipality or Post Office)

   (Postal Code)
  

(Nom de la municipalité ou du bureau de poste)

   (Code postal)
  

3.  Number (or minimum and maximum number) of directors is/are:

  

minimum/minimal

  

maximum/maximal

  

Nombre (ou nombres minimal et maximal) d’administrateurs :

   1    10
  

4.  The first director(s) is/are:

Premier(s) administrateur(s):

 

First name, middle names and surname Prénom, autres Prénoms et nom de famille

  

Address for service, giving Street & No. or R.R. No., Municipality, Province, Country and Postal Code

Domicile élu, y compris la rue et le numéro, le numéro de la R.R. ou le nom de la municipalite, la province, le pays et le code postal

  

Resident Canadian? Yes or No

Résident canadien? Oui/Non

  

Stephen Jaggers

   79 Wellington Street West, Suite 3000, T-D Centre, Toronto, Ontario M5K 1N2    Yes

 

1


  

5.  Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limites, s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.

  

None

  

6.  The classes and any maximum number of shares that the corporation is authorized to issue: Catégories et nombre maximal, s’il y a lieu, d’actions que la société est autorisée à émettre :

  

an unlimited number of common shares

 

2


  

7.  Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

  

Droits, privilèges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatifs à chaque catégorie d’actions qui peut être émise en série :

  

N/A

 

3


  

8.  The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:

L’émission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a lieu, sont les suivantes :

 

The transfer of securities (other than non-convertible debt securities) of the Corporation shall be restricted in that no securityholder shall be entitled to transfer any such security or securities without either:

 

(a) the approval of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or

 

(b) the approval of the holders of at least a majority of the shares of the Corporation entitling the holders thereof to vote in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

 

4


  

9.  Other provisions if any:

Autres dispositions, s’il y a lieu :

  

None

 

5


  

10.  The names and addresses of the incorporators are:

Noms et adresses des fondateurs :

  
  

First name, middle names and surname or corporate name

Prénom, autres prénoms et nom de famille ou dénomination sociale

  

Full address for service or address of registered office or of principal place of business giving street & No. or R.R. No., municipality and postal code

Domicile élu au complet, adresse du siége social ou adresse de l’établissement principal, y compris la rue et le numéro ou le numéro de la R.R., le nom de la municipalité et le code postal

  

Stephen Jaggers

  

79 Wellington Street West, Suite 3000,

T-D Centre, Toronto, Ontario M5K 1N2

  

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire.

  
  

Signatures of incorporator(s) /

Signatures des fondateurs

  

/s/ Stephen Jaggers            

Stephen Jaggers

 

6

EX-99.T3A28 28 d856091dex99t3a28.htm EX-99.T3A28 EX-99.T3A28

Exhibit T3A.28

Company Number: 08583618

The Companies Act 2006

PRIVATE COMPANY LIMITED BY SHARES

 

 

ARTICLES

OF ASSOCIATION

SIC Marketing Services (UK) Limited

Incorporated on 25th June 2013

 

 

Intertrust (UK) Limited

www.intertrustgroup.com


THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF

SIC Marketing Services (UK) Limited

 

1.

PRELIMINARY

 

1.1

The model articles of association for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008 No. 3229) (the “Model Articles”) shall apply to the Company save in so far as they are excluded or modified hereby and such Model Articles and the articles set out below shall be the Articles of Association of the Company (the “Articles”).

 

1.2

In these Articles, any reference to a provision of the Companies Act 2006 shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

 

1.3

Model Articles 7(2), 9(2), 14, 19(5), 21, 24, 26(5), 28(3), 36(4) and 44(4) do not apply to the Company.

 

1.4

The headings used in these Articles are included for the sake of convenience only and shall be ignored in construing the language or meaning of these Articles.

 

1.5

In these Articles, unless the context otherwise requires, references to nouns in the plural form shall be deemed to include the singular and vice versa, references to one gender include all genders and references to persons include bodies corporate and unincorporated associations.

 

2.

DEFINED TERMS

 

2.1

Model Article 1 shall be varied by the inclusion of the following definitions:-

“appointor” has the meaning given in Article 7.1;

“call” has the meaning given in Article 10.1;

“call notice” has the meaning given in Article 10.1;

“call payment date” has the meaning given in Article 10.4;

“forfeiture notice” has the meaning given in Article 10.4;

“lien enforcement notice” has the meaning given in Article 9.4;

“relevant rate” has the meaning given in Article 10.4;

“secretary” means the secretary of the Company, if any, appointed in accordance with Article 6.1 or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary; and

“working day” means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the United Kingdom where the Company is registered.


3.

PROCEEDINGS OF DIRECTORS

 

3.1

Subject to Article 3.2, notwithstanding the fact that a proposed decision of the directors concerns or relates to any matter in which a director has, or may have, directly or indirectly, any kind of interest whatsoever, that director may participate in the decision-making process for both quorum and voting purposes.

 

3.2

If the directors propose to exercise their power under section 175(4)(b) of the Companies Act 2006 to authorise a director’s conflict of interest, the director facing the conflict is not to be counted as participating in the decision to authorise the conflict for quorum or voting purposes.

 

3.3

Subject to the provisions of the Companies Act 2006, and provided that (if required to do so by the said Act) he has declared to the directors the nature and extent of any direct or indirect interest of his, a director, notwithstanding his office:-

 

  (a)

may be a party to or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

 

  (b)

may be a director or other officer or an employee of, or a party to any transaction or arrangement with, or otherwise interested in, any subsidiary of the Company or body corporate in which the Company is interested; and

 

  (c)

is not accountable to the Company for any remuneration or other benefits which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no transaction or arrangement is liable to be avoided on the ground of any such remuneration, benefit or interest.

 

4.

UNANIMOUS DECISIONS

 

4.1

Model Article 8(2) shall be amended by the deletion of the words “copies of which have been signed by each eligible director” and the substitution of the following “where each eligible director has signed one or more copies of it” in its place. Model Article 8(2) shall be read accordingly.

 

5.

TERMINATION OF DIRECTOR’S APPOINTMENT

 

5.1

In addition to the events terminating a director’s appointment set out in Model Article 18, a person ceases to be a director as soon as that person has for more than six consecutive months been absent without permission of the directors from meetings of directors held during that period and the directors make a decision to vacate that person’s office.

 

6.

SECRETARY

 

6.1

The directors may appoint a secretary to the Company for such period, for such remuneration and upon such conditions as they think fit; and any secretary so appointed by the directors may be removed by them.

 

7.

ALTERNATE DIRECTORS

 

7.1    (a)

Any director (the “appointor”) may appoint as an alternate any other director, or any other person approved by a decision of the directors, to:-


  (i)

exercise that director’s powers; and

 

  (ii)

carry out that director’s responsibilities.

in relation to the taking of decisions by the directors in the absence of the alternate’s appointor.

 

  (b)

Any appointment or removal of an alternate must be effected by notice in writing to the Company signed by the appointor, or in any other manner approved by the directors. The notice must:-

 

  (i)

identify the proposed alternate; and

 

  (ii)

in the case of a notice of appointment, contain a statement signed by the proposed alternate that he is willing to act as the alternate of his appointor.

 

7.2     (a)

An alternate director has the same rights to participate in any directors’ meeting or decision of the directors reached in accordance with Model Article 8, as the alternate’s appointor.

 

  (b)

Except as these Articles specify otherwise, alternate directors:-

 

  (i)

are deemed for all purposes to be directors;

 

  (ii)

are liable for their own acts or omissions;

 

  (iii)

are subject to the same restrictions as their appointors; and

 

  (iv)

are not deemed to be agents of or for their appointors.

 

  (c)

A person who is an alternate director but not a director:-

 

  (i)

may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person’s appointor is not participating); and

 

  (ii)

may sign or otherwise signify his agreement in writing to a written resolution in accordance with Model Article 8 (but only if that person’s appointor has not signed or otherwise signified his agreement to such written resolution).

No alternate may be counted as more than one director for such purposes.

 

  (d)

An alternate director is not entitled to receive any remuneration from the Company for serving as an alternate director except such part of the remuneration payable to that alternate’s appointor as the appointor may direct by notice in writing made to the Company.

 

  (e)

Model Article 20 is modified by the deletion of each of the references to “directors” and the replacement of each such reference with “directors and/or any alternate directors”.

 

7.3

An alternate director’s appointment as an alternate terminates:-

 

  (a)

when his appointor revokes the appointment by notice to the Company in writing specifying when it is to terminate;


  (b)

on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate’s appointor would result in the termination of the appointor’s office as director;

 

  (c)

on the death of his appointor; or

 

  (d)

when his appointor’s appointment as a director terminates.

 

8.

ISSUE OF SHARES

 

8.1

Shares may be issued as nil, partly or fully paid.

 

8.2     (a)

Unless the members of the Company by special resolution direct otherwise, all shares which the directors propose to issue must first be offered to the members in accordance with the following provisions of this Article.

 

  (b)

Shares must be offered to members in proportion as nearly as may be to the number of existing shares held by them respectively.

 

  (c)

The offer shall be made by notice specifying the number of shares offered, and limiting a period (not being less than 14 days) within which the offer, if not accepted, will be deemed to be declined.

 

  (d)

After the expiration of the period referred to in (c) above, those shares so deemed to be declined shall be offered in the proportion aforesaid to the persons who have, within the said period, accepted all the shares offered to them; and such further offer shall be made in the like terms in the same manner and limited by a like period as the original offer.

 

  (e)

Any shares not accepted pursuant to the offer referred to in (c) and the further offer referred to in (d) or not capable of being offered as aforesaid except by way of fractions and any shares released from the provisions of this Article by any such special resolution as aforesaid shall be under the control of the directors, who may allot, grant options over or dispose of the same to such persons, on such terms, and in such manner as they think fit.

 

8.3

In accordance with section 567 of the Companies Act 2006, sections 561 and 562 of the said Act are excluded.

 

9.

LIEN

 

9.1

The Company has a first and paramount lien on all shares (whether or not such shares are fully paid) standing registered in the name of any person indebted or under any liability to the Company, whether he is the sole registered holder thereof or is one of two or more joint holders, for all moneys payable by him or his estate to the Company (whether or not such moneys are presently due and payable).

 

9.2

The Company’s lien over shares:-

 

  (a)

takes priority over any third party’s interest in such shares; and

 

  (b)

extends to any dividend or other money payable by the Company in respect of such shares and (if the Company’s lien is enforced and such shares are sold by the Company) the proceeds of sale of such shares.

 

9.3

The directors may at any time decide that a share which is or would otherwise be subject to the Company’s lien shall not be subject to it, either wholly or in part.


9.4    (a)

Subject to the provisions of this Article, if:-

 

  (i)

a notice of the Company’s intention to enforce the lien (“lien enforcement notice”) has been sent in respect of the shares; and

 

  (ii)

the person to whom the lien enforcement notice was sent has failed to comply with it,

the Company may sell those shares in such manner as the directors decide.

 

  (b)

A lien enforcement notice:-

 

  (i)

may only be sent in respect of shares if a sum is payable to the Company by the sole registered holder or one of two or more joint registered holders of such shares and the due date for payment of such sum has passed;

 

  (ii)

must specify the shares concerned;

 

  (iii)

must include a demand for payment of the sum payable within 14 days;

 

  (iv)

must be addressed either to the holder of such shares or to a person entitled to such shares by reason of the holder’s death, bankruptcy or otherwise; and

 

  (v)

must state the Company’s intention to sell the shares if the notice is not complied with.

 

  (c)

If shares are sold under this Article:-

 

  (i)

the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser; and

 

  (ii)

the transferee is not bound to see to the application of the consideration, and the transferee’s title is not affected by any irregularity in or invalidity of the process leading to the sale.

 

  (d)

The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the lien) must be applied:-

 

  (i)

first, in payment of so much of the sum for which the lien exists as was payable at the date of the lien enforcement notice; and

 

  (ii)

second, in payment to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellation or a suitable indemnity has been given for any lost certificates, and subject to a lien equivalent to the company’s lien over the shares before the sale for any money payable in respect of the shares after the date of the lien enforcement notice.

 

  (e)

A statutory declaration by a director or the secretary that the declarant is a director or the secretary and that a share has been sold to satisfy the Company’s lien on a specified date:-

 

  (i)

is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and


  (ii)

subject to compliance with any other formalities of transfer required by these Articles or by law, constitutes a good title to the share.

 

10.

CALLS ON SHARES AND FORFEITURE

 

10.1  (a)

Subject to these Articles and the terms on which shares are allotted, the directors may send a notice (a “call notice”) to a member requiring the member to pay the Company a specified sum of money (a “call”) which is payable in respect of shares which that member holds at the date when the directors decide to send the call notice.

 

  (b)

A call notice:-

 

  (i)

may not require a member to pay a call which exceeds the total sum unpaid on that member’s shares (whether as to the share’s nominal value or any amount payable to the Company by way of premium);

 

  (ii)

must state when and how any call to which it relates is to be paid; and

 

  (iii)

may permit or require the call to be paid by instalments.

 

  (c)

A member must comply with the requirements of a call notice, but no member is obliged to pay any call before 14 days have passed since the call notice was sent.

 

  (d)

Before the Company has received any call due under a call notice the directors may:-

 

  (i)

revoke it wholly or in part; or

 

  (ii)

specify a later time for payment than is specified in the call notice,

by a further notice in writing to the member in respect of whose shares the call was made.

 

10.2  (a)

Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid.

 

  (b)

Joint holders of a share are jointly and severally liable to pay all calls in respect of that share.

 

  (c)

Subject to the terms on which shares are allotted, the directors may, when issuing shares, make arrangements for a difference between the holders in the amounts and times of payment of calls on their shares.

 

10.3  (a)

A call notice need not be issued in respect of sums which are specified, in the terms on which a share is allotted, as being payable to the Company in respect of that share (whether in respect of nominal value or premium):-

 

  (i)

on allotment;

 

  (ii)

on the occurrence of a particular event; or

 

  (iii)

on a date fixed by or in accordance with the terms of issue.

 

  (b)

But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned is treated in all respects as


 

having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as regards the payment of interest and forfeiture.

 

10.4  (a)

If a person is liable to pay a call and fails to do so by the call payment date:-

 

  (i)

the directors may send a notice of forfeiture (a “forfeiture notice”) to that person; and

 

  (ii)

until the call is paid, that person must pay the Company interest on the call from the call payment date at the relevant rate.

 

  (b)

For the purposes of this Article:-

 

  (i)

the “call payment date” is the date on which the call notice states that a call is payable, unless the directors give a notice specifying a later date, in which case the “call payment date” is that later date; and

 

  (ii)

the “relevant rate” is the rate fixed by the terms on which the share in respect of which the call is due was allotted or, if no such rate was fixed when the share was allotted, five percent per annum.

 

  (c)

The relevant rate must not exceed by more than five percentage points the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998.

 

  (d)

The directors may waive any obligation to pay interest on a call wholly or in part.

 

10.5

A forfeiture notice:-

 

  (a)

may be sent in respect of any share in respect of which a call has not been paid as required by a call notice;

 

  (b)

must be sent to the holder of that share or to a person entitled to it by reason of the holder’s death, bankruptcy or otherwise;

 

  (c)

must require payment of a call and any accrued interest by a date which is not less than 14 days after the date of the forfeiture notice;

 

  (d)

must state how the payment is to be made; and

 

  (e)

must state that if the forfeiture notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited.

 

10.6

If a forfeiture notice is not complied with before the date by which payment of the call is required in the forfeiture notice, the directors may decide that any share in respect of which it was given is forfeited and the forfeiture is to include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

 

10.7   (a)

Subject to the following provisions of this Article 10.7, the forfeiture of a share extinguishes:-

 

  (i)

all interests in that share, and all claims and demands against the Company in respect of it; and


  (ii)

all other rights and liabilities incidental to the share as between the person in whose name the share is registered and the Company.

 

  (b)

Any share which is forfeited:-

 

  (i)

is deemed to have been forfeited when the directors decide that it is forfeited;

 

  (ii)

is deemed to be the property of the Company; and

 

  (iii)

may be sold, re-allotted or otherwise disposed of as the directors think fit.

 

  (c)

If a person’s shares have been forfeited:-

 

  (i)

the Company must send that person notice that forfeiture has occurred and record it in the register of members;

 

  (ii)

that person ceases to be a member in respect of those shares;

 

  (iii)

that person must surrender the certificate for the shares forfeited to the Company for cancellation;

 

  (iv)

that person remains liable to the Company for all sums due and payable by that person at the date of forfeiture in respect of those shares, including any interest (whether accrued before or after the date of forfeiture); and

 

  (v)

the directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

 

  (d)

At any time before the Company disposes of a forfeited share, the directors may decide to cancel the forfeiture on such terms as they think fit.

 

10.8  (a)

If a forfeited share is to be disposed of by being transferred, the Company may receive the consideration for the transfer and the directors may authorise any person to execute the instrument of transfer.

 

  (b)

A statutory declaration by a director or the secretary that the declarant is a director or the secretary and that a share has been forfeited on a specified date:-

 

  (i)

is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and

 

  (ii)

subject to compliance with any other formalities of transfer required by these Articles or by law, constitutes a good title to the share.

 

  (c)

A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (if any) nor is that person’s title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share.

 

  (d)

If the company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the Company the proceeds of such sale, net of any commission, and excluding any amount which:-


  (i)

was, or would have become, payable; and

 

  (ii)

had not, when that share was forfeited, been paid by that person in respect of that share,

but no interest is payable to such a person in respect of such proceeds and the Company is not required to account for any money earned on them.

 

10.9   (a)

A member may surrender any share:-

 

  (i)

in respect of which the directors may issue a forfeiture notice;

 

  (ii)

which the directors may forfeit; or

 

  (iii)

which has been forfeited.

 

  (b)

The directors may accept the surrender of any such share.

 

  (c)

The effect of surrender on a share is the same as the effect of forfeiture on that share.

 

  (d)

A share which has been surrendered may be dealt with in the same way as a share which has been forfeited.

 

11.

SHARE CERTIFICATES

 

11.1   (a)

The Company must issue each member with one or more certificates in respect of the shares which that member holds.

 

  (b)

Except as is otherwise provided in these Articles, all certificates must be issued free of charge.

 

  (c)

No certificate may be issued in respect of shares of more than one class.

 

  (d)

A member may request the Company, in writing, to replace:-

 

  (i)

the member’s separate certificates with a consolidated certificate; or

 

  (ii)

the member’s consolidated certificate with two or more separate certificates.

 

  (e)

When the Company complies with a request made by a member under (d) above, it may charge a reasonable fee as the directors decide for doing so.

 

11.2   (a)

Every certificate must specify:-

 

  (i)

in respect of how many shares, of what class, it is issued;

 

  (ii)

the nominal value of those shares;

 

  (iii)

whether the shares are nil, partly or fully paid; and

 

  (iv)

any distinguishing numbers assigned to them.

 

  (b)

Certificates must:-

 

  (i)

have affixed to them the Company’s common seal; or

 

  (ii)

be otherwise executed in accordance with the Companies Acts.


12.

CONSOLIDATION OF SHARES

 

12.1   (a)

This Article applies in circumstances where:-

 

  (i)

there has been a consolidation of shares; and

 

  (ii)

as a result, members are entitled to fractions of shares.

 

  (b)

The directors may:-

 

  (i)

sell the shares representing the fractions to any person including the Company for the best price reasonably obtainable; and

 

  (ii)

authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser.

 

  (c)

Where any holder’s entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the directors, that member’s portion may be distributed to an organisation which is a charity for the purposes of the law of England and Wales, Scotland or Northern Ireland.

 

  (d)

A person to whom shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.

 

  (e)

The transferee’s title to the shares is not affected by any irregularity in or invalidity of the process leading to their sale.

 

13.

DIVIDENDS

 

13.1   (a)

Except as otherwise provided by these Articles or the rights attached to the shares, all dividends must be:-

 

  (i)

declared and paid according to the amounts paid up on the shares on which the dividend is paid; and

 

  (ii)

apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

 

  (b)

If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.

 

  (c)

For the purpose of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.

 

14.

CAPITALISATION OF PROFITS

 

14.1

A capitalised sum which was appropriated from profits available for distribution may be applied:-

 

  (a)

in or towards paying up any amounts unpaid on any existing nil or partly paid shares held by the persons entitled; or

 

  (b)

in paying up new debentures of the Company which are then allotted credited as fully paid to the persons entitled or as they may direct.


14.2

Model Article 36(5)(a) is modified by the deletion of the words “paragraphs (3) and (4)” and their replacement with “Model Article 36(3) and Article 14.1”.

 

15.

WRITTEN RESOLUTIONS OF MEMBERS

 

15.1   (a)

Subject to Article 15.1(b), a written resolution of members passed in accordance with Part 13 of the Companies Act 2006 is as valid and effectual as a resolution passed at a general meeting of the Company.

 

  (b)

The following may not be passed as a written resolution and may only be passed at a general meeting:-

 

  (i)

a resolution under section 168 of the Companies Act 2006 for the removal of a director before the expiration of his period of office; and

 

  (ii)

a resolution under section 510 of the Companies Act 2006 for the removal of an auditor before the expiration of his period of office.

 

15.2   (a)

Subject to Article 15.2(b), on a written resolution, a member has one vote in respect of each share held by him.

 

  (b)

No member may vote on a written resolution unless all moneys currently due and payable in respect of any shares held by him have been paid.

 

16.

NOTICE OF GENERAL MEETINGS

 

16.1   (a)

Every notice convening a general meeting of the Company must comply with the provisions of:-

 

  (i)

section 311 of the Companies Act 2006 as to the provision of information regarding the time, date and place of the meeting and the general nature of the business to be dealt with at the meeting; and

 

  (ii)

section 325(1) of the Companies Act 2006 as to the giving of information to members regarding their right to appoint proxies.

 

  (b)

Every notice of, or other communication relating to, any general meeting which any member is entitled to receive must be sent to each of the directors and to the auditors (if any) for the time being of the Company.

 

17.

QUORUM AT GENERAL MEETINGS

 

17.1   (a)

If and for so long as the Company has one member only who is entitled to vote on the business to be transacted at a general meeting, that member present at the meeting in person or by one or more proxies or, in the event that the member is a corporation, by one or more corporate representatives, is a quorum.

 

  (b)

If and for so long as the Company has two or more members entitled to vote on the business to be transacted at a general meeting, two of such members, each of whom is present at the meeting in person or by one or more proxies or, in the event that any member present is a corporation, by one or more corporate representatives, are a quorum.

 

  (c)

Model Article 41(1) is modified by the addition of a second sentence as follows:-


“If, at the adjourned general meeting, a quorum is not present within half an hour from the time appointed therefor or, alternatively, a quorum ceases to be present, the adjourned meeting shall be dissolved.”.

 

18.

VOTING AT GENERAL MEETINGS

 

18.1   (a)

Subject to Article 18.2 below, on a vote on a resolution at a general meeting on a show of hands:-

 

  (i)

each member who, being an individual, is present in person has one vote;

 

  (ii)

if a member (whether such member is an individual or a corporation) appoints one or more proxies to attend the meeting, all proxies so appointed and in attendance at the meeting have, collectively, one vote; and

 

  (iii)

if a corporate member appoints one or more persons to represent it at the meeting, each person so appointed and in attendance at the meeting has, subject to section 323(4) of the Companies Act 2006, one vote.

 

  (b)

Subject to Article 18.2 below, on a resolution at a general meeting on a poll, every member (whether present in person, by proxy or authorised representative) has one vote in respect of each share held by him.

 

18.2

No member may vote at any general meeting or any separate meeting of the holders of any class of shares in the Company, either in person, by proxy or, in the event that the member is a corporation, by corporate representative in respect of shares held by that member unless all moneys currently due and payable by that member in respect of any shares held by that member have been paid.

 

18.3   (a)

Model Article 44(2) is amended by the deletion of the word “or” in Model Article 44(2)(c), the deletion of the “.” after the word “resolution” in Model Article 44(2)(d) and its replacement with “; or” and the insertion of a new Model Article 44(2)(e) in the following terms:-

“by a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right”.

 

  (b)

A demand for a poll made by a person as proxy for a member is the same as a demand made by the member.

 

18.4

Polls must be taken at the general meeting at which they are demanded and in such manner as the chairman directs.

 

19.

DELIVERY OF PROXY NOTICES

 

19.1

Model Article 45(1) is modified, such that a “proxy notice” (as defined in Model Article 45(1)) and any authentication of it demanded by the directors must be received at an address specified by the Company in the proxy notice not less than 48 hours before the time for holding the meeting or adjourned meeting at which the proxy appointed pursuant to the proxy notice proposes to vote; and any proxy notice received at such address less than 48 hours before the time for holding the meeting or adjourned meeting shall be invalid.


20.

COMMUNICATIONS

 

20.1

Subject to the provisions of the Companies Act 2006, a document or information may be sent or supplied by the Company to a person by being made available on a website.

 

20.2   (a)

A member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be sent to him or an address to which notices may be sent by electronic means is entitled to have notices sent to him at that address, but otherwise no such member is entitled to receive any notices from the Company.

 

  (b)

If any share is registered in the name of joint holders, the Company may send notices and all other documents to the joint holder whose name stands first in the register of members in respect of the joint holding and the Company is not required to serve notices or other documents on any of the other joint holders.

 

20.3   (a)

If the Company sends or supplies notices or other documents by first class post and the Company proves that such notices or other documents were properly addressed, prepaid and posted, the intended recipient is deemed to have received such notices or other documents 48 hours after posting.

 

  (b)

If the Company sends or supplies notices or other documents by electronic means and the Company proves that such notices or other documents were properly addressed, the intended recipient is deemed to have received such notices or other documents 24 hours after they were sent or supplied.

 

  (c)

If the Company sends or supplies notices or other documents by means of a website, the intended recipient is deemed to have received such notices or other documents when such notices or other documents first appeared on the website or, if later, when the intended recipient first received notice of the fact that such notices or other documents were available on the website.

 

  (d)

For the purposes of this Article 20.3, no account shall be taken of any part of a day that is not a working day.

 

21.

COMPANY SEALS

 

21.1

Model Article 49(1) is modified, such that any common seal of the Company may be used by the authority of the directors or any committee of directors.

 

21.2

Model Article 49(3) is modified by the deletion of all words which follow the “,” after the word “document” and their replacement with “the document must also be signed by:-

 

  (a)

one authorised person in the presence of a witness who attests the signature; or

 

  (b)

two authorised persons”.

 

22.

TRANSMISSION OF SHARES

 

22.1

Model Article 27 is modified by the addition of new Model Article 27(4) in the following terms:-


“Nothing in these Articles releases the estate of a deceased member from any liability in respect of a share solely or jointly held by that member”.

 

22.2

All the Articles relating to the transfer of shares apply to:-

 

  (a)

any notice in writing given to the Company by a transmittee in accordance with Model Article 28(1); and

 

  (b)

any instrument of transfer executed by a transmittee in accordance with Model Article 28(2),

as if such notice or instrument were an instrument of transfer executed by the person from whom the transmittee derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

 

23.

WINDING UP

 

23.1

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he may determine, but no member shall be compelled to accept any assets upon which there is a liability.

 

24.

SHARE TRANSFERS

 

24.1   (a)

Model Article 26(1) is modified by the addition of the words “and, if any of the shares is nil or partly paid, the transferee” after the word “transferor”.

 

  (b)

The directors may refuse to register the transfer of a share, and, if they do so, the instrument of transfer must be returned to the transferee together with a notice of refusal giving reasons for such refusal as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged for registration, unless the directors suspect that the proposed transfer may be fraudulent.


The model articles of association for private companies limited by shares as contained in Schedule 1 to The Companies (Model Articles) Regulations 2008 (SI 2008 No. 3229) apply to the company save in so far as they are excluded or modified. These model articles of association for private companies limited by shares are reprinted without the index below.

Companies Act 2006

Model Articles

Private Company Limited by Shares

 

PART 1 - INTERPRETATION AND LIMITATION OF LIABILITY

Defined terms

1.  In the articles, unless the context requires otherwise —

“articles” means the company’s articles of association;

“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

“chairman” has the meaning given in article 12;

“chairman of the meeting” has the meaning given in article 39;

“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;

“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;

“distribution recipient” has the meaning given in article 31;

“document” includes, unless otherwise specified, any document sent or supplied in electronic form;

“electronic form” has the meaning given in section 1168 of the Companies Act 2006;

“fully paid” in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;

“hard copy form” has the meaning given in section 1168 of the Companies Act 2006;

“holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares;

“instrument” means a document in hard copy form;

“ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;

“paid” means paid or credited as paid;

“participate”, in relation to a directors’ meeting, has the meaning given in article 10;

“proxy notice” has the meaning given in article 45;

“shareholder” means a person who is the holder of a share;

“shares” means shares in the company;

“special resolution” has the meaning given in section 283 of the Companies Act 2006;

“subsidiary” has the meaning given in section 1159 of the Companies Act 2006;

“transmittee” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and

“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.

Liability of members

2.    The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2 - DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

Directors’ general authority

3.    Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.

Shareholders’ reserve power

4.

 

(1)

  

The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.

 

(2)

  

No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors may delegate

5.

 

(1)

  

Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —

    

(a)

  

to such person or committee;

    

(b)

  

by such means (including by power of attorney);

    

(c)

  

to such an extent;

    

(d)

  

in relation to such matters or territories; and

    

(e)

  

on such terms and conditions;

 

as they think fit.

 

(2)

  

If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

 

(3)

  

The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

6.  

 

(1)

  

Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

 

(2)

  

The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY DIRECTORS

Directors to take decisions collectively

7.

 

(1)

  

The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.

 

(2)

  

If —

  
    

(a)

  

the company only has one director, and

    

(b)

  

no provision of the articles requires it to have more than one director,

 

the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.

Unanimous decisions

8.

 

(1)

  

A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.

 


  

(2)

 

Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.

  

(3)

 

References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.

  

(4)

 

A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

Calling a directors’ meeting

9.

  

(1)

 

Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.

  

(2)

 

Notice of any directors’ meeting must indicate —

    

(a)

  

its proposed date and time;

    

(b)

  

where it is to take place; and

    

(c)

  

if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

  

(3)

 

Notice of a directors’ meeting must be given to each director, but need not be in writing.

  

(4)

 

Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

Participation in directors’ meetings

10.  

  

(1)

 

Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when —

    

(a)

  

the meeting has been called and takes place in accordance with the articles, and

    

(b)

  

they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

  

(2)

 

In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

  

(3)

 

If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Quorum for directors’ meetings

11.

  

(1)

 

At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

  

(2)

 

The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

  

(3)

 

If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision —

    

(a)

  

to appoint further directors, or

    

(b)

  

to call a general meeting so as to enable the shareholders to appoint further directors.

Chairing of directors’ meetings

12.

  

(1)

 

The directors may appoint a director to chair their meetings.

  

(2)

 

The person so appointed for the time being is known as the chairman.

  

(3)

 

The directors may terminate the chairman’s appointment at any time.

  

(4)

 

If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

Casting vote

13.

 

(1)

  

If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.

 

(2)

  

But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Conflicts of interest

14.

 

(1)

  

If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.

  (2)   

But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.

 

(3)

  

This paragraph applies when —

    

(a)

  

the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the

decision-making process;

    

(b)

  

the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

    

(c)

  

the director’s conflict of interest arises from a permitted cause.

 

(4)

  

For the purposes of this article, the following are permitted causes —

    

(a)

  

a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;

    

(b)

  

subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and

    

(c)

  

arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.

 

(5)

  

For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.

 

(6)

  

Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.

 

(7)

  

If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

Records of decisions to be kept

15. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

Directors’ discretion to make further rules

16. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT OF DIRECTORS

Methods of appointing directors

17.

 

(1)

  

Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —

    

(a)

  

by ordinary resolution, or

 


    

(b)

  

  by a decision of the directors.

 

(2)

  

In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.

 

(3)

  

For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

Termination of director’s appointment

18.  

 

A person ceases to be a director as soon as —

 

(a)

  

that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

 

(b)

  

a bankruptcy order is made against that person;

 

(c)

  

a composition is made with that person’s creditors generally in satisfaction of that person’s debts;

 

(d)

  

a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

 

(e)

  

by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;1

 

(f)

  

notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

Directors’ remuneration

19.

 

(1)

  

Directors may undertake any services for the company that the directors decide.

 

(2)

  

Directors are entitled to such remuneration as the directors determine —

    

(a)  

  

for their services to the company as directors, and

    

(b)

  

for any other service which they undertake for the company.

 

(3)

  

Subject to the articles, a director’s remuneration may —

    

(a)

  

take any form, and

    

(b)

  

include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

 

(4)

  

Unless the directors decide otherwise, directors’ remuneration

accrues from day to day.

 

(5)

  

Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.

Directors’ expenses

20. The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

 

(a)

  

meetings of directors or committees of directors,

 

(b)

  

general meetings, or

 

(c)

  

separate meetings of the holders of any class of shares or of debentures of the company,

 

or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

PART 3 - SHARES AND DISTRIBUTIONS

SHARES

All shares to be fully paid up

 

1   The Mental Health (Discrimination) Act 2013 provides that 18(e) is omitted as from 28 April 2013.    

21.

 

(1)

  

No share is to be issued for less than the aggregate of its nominal value and any premium to be paid to the company in consideration for its issue.

 

(2)

  

This does not apply to shares taken on the formation of the company by the subscribers to the company’s memorandum.

Powers to issue different classes of share

22.

 

(1)

  

Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.

 

(2)

  

The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

Company not bound by less than absolute interests

23. Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.

Share certificates

24.

 

(1)

  

The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.

 

(2)

  

Every certificate must specify —

    

(a)

  

in respect of how many shares, of what class, it is issued;

    

(b)

  

the nominal value of those shares;

    

(c)

  

that the shares are fully paid; and

    

(d)

  

any distinguishing numbers assigned to them.

 

(3)

  

No certificate may be issued in respect of shares of more than one class.

 

(4)

  

If more than one person holds a share, only one certificate may be issued in respect of it.

 

(5)

  

Certificates must —

    

(a)  

  

have affixed to them the company’s common seal, or

    

(b)

  

be otherwise executed in accordance with the Companies Acts.

Replacement share certificates

25.  

 

(1)

  

If a certificate issued in respect of a shareholder’s shares is —

    

(a)

  

damaged or defaced, or

    

(b)

  

said to be lost, stolen or destroyed,

 

that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.

 

(2)

  

A shareholder exercising the right to be issued with such a replacement certificate —

    

(a)

  

may at the same time exercise the right to be issued with a single certificate or separate certificates;

    

(b)

  

must return the certificate which is to be replaced to the company if it is damaged or defaced; and

    

(c)

  

must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

Share transfers

26.

 

(1)

  

Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.

 

(2)

  

No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.

 

(3)

  

The company may retain any instrument of transfer which is registered.

 


  

(4)

  

The transferor remains the holder of a share until the transferee’s name is entered in the register of members as holder of it.

  

(5)

  

The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

Transmission of shares

27.

  

(1)

  

If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.

  

(2)

  

A transmittee who produces such evidence of entitlement to shares as the directors may properly require —

     

(a)

  

may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and

     

(b)

  

subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.

  

(3)

  

But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder’s death or bankruptcy or otherwise, unless they become the holders of those shares.

Exercise of transmittees’ rights

28.

  

(1)

  

Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.

  

(2)

  

If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.

  

(3)

  

Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

Transmittees bound by prior notices

29. If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee’s name has been entered in the register of members.

DIVIDENDS AND OTHER DISTRIBUTIONS

Procedure for declaring dividends

30.

  

(1)

  

The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.

  

(2)

  

A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.

  

(3)

  

No dividend may be declared or paid unless it is in accordance with shareholders’ respective rights.

  

(4)

  

Unless the shareholders’ resolution to declare or directors’ decision to pay a dividend, or the terms on which shares are

issued, specify otherwise, it must be paid by reference to each shareholder’s holding of shares on the date of the resolution or decision to declare or pay it.

  

(5)

  

If the company’s share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.

  

(6)

  

The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.

  

(7)

  

If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

Payment of dividends and other distributions

31.

  

(1)

  

Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means —

     

(a)

  

transfer to a bank or building society account specified by the distribution recipient either in writing or as the directors may otherwise decide;

     

(b)

  

sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide;

     

(c)

  

sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide; or

     

(d)

  

any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.

  

(2)

  

In the articles, “the distribution recipient” means, in respect of a share in respect of which a dividend or other sum is payable —

     

(a)

  

the holder of the share; or

     

(b)

  

if the share has two or more joint holders, whichever of them is named first in the register of members; or

     

(c)

  

if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

No interest on distributions

32. The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by —

     

(a)

  

the terms on which the share was issued, or

     

(b)

  

the provisions of another agreement between the holder of that share and the company.

Unclaimed distributions

33.

  

(1)

  

All dividends or other sums which are —

     

(a)

  

payable in respect of shares, and

     

(b)

  

unclaimed after having been declared or become payable,

     

may be invested or otherwise made use of by the directors for the benefit of the company until claimed.

  

(2)

  

The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.

  

(3)

  

If —

     

(a)

  

twelve years have passed from the date on which a dividend or other sum became due for payment, and

     

(b)

  

the distribution recipient has not claimed it,

     

the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

Non-cash distributions

34.

  

(1)

  

Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non- cash assets of equivalent value (including, without limitation, shares or other securities in any company).

  

(2)

  

For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution —

     

(a)

  

fixing the value of any assets;

     

(b)

  

paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and

     

(c)

  

vesting any assets in trustees.

Waiver of distributions

35. Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if —

     

(a)

  

the share has more than one holder, or

 


    

(b)

  

more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

CAPITALISATION OF PROFITS

Authority to capitalise and appropriation of capitalised sums

36.  

  

(1)    

 

Subject to the articles, the directors may, if they are so authorised by an ordinary resolution —

    

(a)

  

decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company’s share premium account or capital redemption reserve; and

    

(b)

  

appropriate any sum which they so decide to capitalise (a “capitalised sum”) to the persons who would have been entitled to it if it were distributed by way of dividend (the “persons entitled”) and in the same proportions.

  

(2)

 

Capitalised sums must be applied —

    

(a)

  

on behalf of the persons entitled, and

    

(b)

  

in the same proportions as a dividend would have been distributed to them.

  

(3)

 

Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.

  

(4)

 

A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.

  

(5)

 

Subject to the articles the directors may —

    

(a)

  

apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another;

    

(b)

  

make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issue of fractional certificates or the making of cash payments); and

    

(c)

  

authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

PART 4 - DECISION-MAKING BY SHAREHOLDERS

ORGANISATION OF GENERAL MEETINGS

Attendance and speaking at general meetings

37.

  

(1)

 

A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

  

(2)

 

A person is able to exercise the right to vote at a general meeting when —

    

(a)

  

that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and

    

(b)

  

that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

  

(3)

 

The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

  

(4)

 

In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

  

(5)

 

Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

Quorum for general meetings

38. No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

Chairing general meetings

39.  

  

(1)  

 

If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

  

(2)

 

If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —

    

(a)

  

the directors present, or

    

(b)

  

(if no directors are present), the meeting,

  

must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

  

(3)

 

The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.

Attendance and speaking by directors and non-shareholders

40.

  

(1)

 

Directors may attend and speak at general meetings, whether or not they are shareholders.

  

(2)

 

The chairman of the meeting may permit other persons who are not —

    

(a)

  

shareholders of the company, or

    

(b)

  

otherwise entitled to exercise the rights of shareholders in relation to general meetings,

  

to attend and speak at a general meeting.

Adjournment

41.

  

(1)

 

If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.

  

(2)

 

The chairman of the meeting may adjourn a general meeting at which a quorum is present if —

    

(a)

  

the meeting consents to an adjournment, or

    

(b)

  

it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

  

(3)

 

The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.

  

(4)

 

When adjourning a general meeting, the chairman of the meeting must —

    

(a)

  

either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and

    

(b)

  

have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

  

(5)

 

If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —

    

(a)

  

to the same persons to whom notice of the company’s general meetings is required to be given, and

    

(b)

  

containing the same information which such notice is required to contain.

  

(6)

 

No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS

Voting: general

42. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

 


Errors and disputes

43.

  

(1)

  

No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

  

(2)

  

Any such objection must be referred to the chairman of the meeting, whose decision is final.

Poll votes

44.

  

(1)

  

A poll on a resolution may be demanded —

     

(a)

  

in advance of the general meeting where it is to be put to the vote, or

     

(b)

  

at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

  

(2)

  

A poll may be demanded by —

     

(a)

  

the chairman of the meeting;

     

(b)

  

the directors;

     

(c)

  

two or more persons having the right to vote on the resolution; or

     

(d)

  

a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.

  

(3)

  

A demand for a poll may be withdrawn if —

     

(a)

  

the poll has not yet been taken, and

     

(b)

  

the chairman of the meeting consents to the withdrawal.

  

(4)

  

Polls must be taken immediately and in such manner as the chairman of the meeting directs.

Content of proxy notices

45.

  

(1)

  

Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which —

     

(a)

  

states the name and address of the shareholder appointing the proxy;

     

(b)

  

identifies the person appointed to be that shareholder’s proxy and the general meeting in relation to which that person is appointed;

     

(c)

  

is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and

     

(d)

  

is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

  

(2)

  

The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

  

(3)

  

Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

  

(4)

  

Unless a proxy notice indicates otherwise, it must be treated as —

     

(a)

  

allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

     

(b)

  

appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Delivery of proxy notices

46.

  

(1)

  

A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.

  

(2)

  

An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on

     

behalf of the person by whom or on whose behalf the proxy notice was given.

  

(3)

  

A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

  

(4)

  

If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

Amendments to resolutions

47.

  

(1)

  

An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —

     

(a)

  

notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and

     

(b)

  

the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

  

(2)

  

A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —

     

(a)

  

the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

     

(b)

  

the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

  

(3)

  

If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

PART 5 - ADMINISTRATIVE ARRANGEMENTS

Means of communication to be used

48.

  

(1)

  

Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.

  

(2)

  

Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

  

(3)

  

A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

Company seals

49.

  

(1)

  

Any common seal may only be used by the authority of the directors.

  

(2)

  

The directors may decide by what means and in what form any common seal is to be used.

  

(3)

  

Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.

  

(4)

  

For the purposes of this article, an authorised person is —

     

(a)

  

any director of the company;

     

(b)

  

the company secretary (if any); or

     

(c)

  

any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

No right to inspect accounts and other records

50. Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a shareholder.

Provision for employees on cessation of business

 


51. The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

DIRECTORS’ INDEMNITY AND INSURANCE

Indemnity

52.

    

(1)

  

Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against —

       

(a)

  

any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,

       

(b)

  

any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),

       

(c)

  

any other liability incurred by that director as an officer of the company or an associated company.

    

(2)

  

This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

 

(3)

  

In this article —

       

(a)

  

companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

       

(b)

  

a “relevant director” means any director or former director of the company or an associated company.

Insurance

53.

    

(1)

  

The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.

    

(2)

  

In this article —

       

(a)

  

a “relevant director” means any director or former director of the company or an associated company,

       

(b)

  

a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company, and

       

(c)

  

companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

                                             

 
EX-99.T3A29 29 d856091dex99t3a29.htm EX-99.T3A29 EX-99.T3A29

Exhibit T3A.29

copy of the Memorandum of Association lodged at Companies House

(with the addition of address and number of shares subscribed for)

COMPANY HAVING A SHARE CAPITAL

Memorandum of Association of

SIC Marketing Services (UK) Limited

Each subscriber to this Memorandum of Association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company and to take at least one share.

 

Name of each subscriber

    

Sherritt International Corporation

1133 Yonge Street

5th Floor

TORONTO

ON

M4T 2Y7

Canada

100 Ordinary shares of £1 each

Dated 25/6/2013

EX-99.T3A30 30 d856091dex99t3a30.htm EX-99.T3A30 EX-99.T3A30

Exhibit T3A.30

LOGO

New Nouveau Brunswick CANADA    CANADA PROVINCE OF NEW BRUNSWICK PROVINCE DU NOUVEAU-BRUNSWICK BUSINESS CORPORATIONS ACT LOI SUR LES CORPORATIONS COMMERCIALES CERTIFICATE OF INCORPORATION CERTIFICAT DE CONSTITUTION EN CORPORATION (SECTION 6) (ARTICLE 6) 501109 N.B. LTD. Name of Corporation / Raison sociale de la corporation 501109 Corporation Number / Numéro de la corporation I HEREBY CERTIFY that the above-mentioned corporation, the Articles of Incorporation of which are attached, JE CERTIFIE que la corporation mentionnée ci-dessus, dont les statuts constitutifs sont joints a ce certificat, á été was incorporated under the Business Corporations Act of the Province of New Brunswick. constituée en corporation en vertu de la Loi sur les corporations commerciales de la province du Nouveau-Brunswick. Director Directeur Date of Incorporation October 31, 1995 Date de constitution


LOGO

BUSINESS CORPORATIONS ACT

FORM 1

ARTICLES OF INCORPORATION

(SECTION 4)

 

  

LOI SUR LES CORPORATIONS COMMERCIALES

FORMULE 1

STATUTS CONSTITUTIFS

(ARTICLE 4)

 

1 -   Name of Corporation:    Raison sociale de la corporation:
    501109 N.B. LTD.
2 -  

The classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggregate amount for which shares may be issued including shares without par value and/or with par value and the amount of the par value:

  

Les catégories et le nombre maximal d’actions qua la corporation peut émettre ainsi que le montant maximal global pour lequel les actions peuvent étre émises y compris les actions sans vaieur au pair ou avec valeur au pair ou les deux et le montant de la valeur au pair:

 

An unlimited number of common shares without nominal or par value.

 

 

3 -  

Restrictions, if any, on share transfers:

   Restrictions, s’il y en a, au transfert d’actions:
   

N/A

 

    
4 -  

Number (or minimum and maximum number) of directors:

   Nombre (ou nombre minimum et maximum) des administrateurs:
   

Minimum of 1 - Maximum of 10

 

5 -  

Restrictions, if any, on business the corporation may carry on:

   Restrictions, s’il y en a, à I’activité que peut exercer la corporation:
   

N/A

 

6 -
 

Other provisions, if any:

   D’autres dispositions, ie cas échéant:
 

See Schedule “A” attached hereto.

 

  

 

7 -   Incorporators:         Fondateurs:          
Date    Names – Noms   

 

Address (include postal code)

Adresses (y compris le code postal)

        

Signature

Oct. 31/95

   R. B. Eddy   

P.0. Box 610, Fredericton, NB

E3B 5A6

        /s/ R. B. Eddy
                         
                         

 

    FOR DEPARTMENT USE ONLY        RÉSERVÉ À L’USAGE DU MINISTÉRE

Corporation No. - N*. de Corporation         501109

 

  

Filed - Déposé        FILED/DEPOSE OCT 31 1995

 

 

45-4104(1/94)


SCHEDULE “A”

This is Schedule “A” referred to in the foregoing articles of incorporation of 501109 N.B. LTD.

 

1.

Financial Assistance

Subject to subsection 43(2) of the Act and without any other restriction, the Corporation and any corporation with which it is affiliated may, in addition to any other powers it may have, give financial assistance, directly or indirectly, by any means including, without limiting the generality of the foregoing, by means of a loan or guarantee,

 

  (a)

to any shareholder, director, officer or employee of the Corporation, or of an affiliated corporation, or,

 

  (b)

to any associate of a shareholder, director, officer or employee of the Corporation or of an affiliated corporation.

 

2.

Meetings of Shareholders

2.1    Meetings of shareholders may be held within New Brunswick, or outside New Brunswick in any capital city of any state or province in North America or at any place where the Corporation has a place of business.

2.2    Notice of the time and place of a meeting of shareholders shall be sent not more than 10 days before the meeting to each shareholder entitled to vote at the meeting, to each director, and to the auditor, if any.

 

3.

Borrowing

3.1    The board of directors may, without authorization of the shareholders, from time to time, in such amounts and on such terms as they deem expedient:

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

issue, reissue, sell or pledge debt obligations of the Corporation;


  (c)

charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired, moveable or immoveable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligation or any money borrowed or other debt or liability of the Corporation; or

 

  (d)

give a guarantee on behalf of the Corporation to secure performance of an obligation of any person.

3.2    The board of directors may from time to time delegate to such 1 or more of the directors and officers of the Corporation as may be designated by the board, all or any of the powers conferred on the board in clause 3.1 above, to such extent and in such manner as the board shall determine at the time of each such delegation.

 

4.

Invitation to Public

4.1    An invitation to the public to subscribe for securities of the Corporation is prohibited. The number of shareholders is limited to fifty (50), not including persons who are or have been in the employment of the Corporation and persons who, having been formerly in the employment of the Corporation, were, while in that employment, and have continued after the termination of that employment, to be shareholders of the Corporation, two or more persons holding one or more shares jointly being counted as a single shareholder.

 

5.

Pre-emptive Rights

Except as provided by bylaw or a unanimous shareholder agreement, shareholders have no pre-emptive right pursuant to section 27 of the Business Corporations Act or otherwise.

 

 

FILED/DEPOSE OCT 31 1995

 

- 2 -


BUSINESS CORPORATIONS ACT

FORM 2

NOTICE OF REGISTERED OFFICE OR

NOTICE OF CHANGE OF REGISTERED OFFICE

(SECTION 17)

 

LOGO

 

LOI SUR LES CORPORATIONS COMMERCIALES

FORMULE 2

AVIS DE DESIGNATION OU

AVIS DE CHANGEMENT DU BUREAU ENREGISTRÉ

(ARTICLE 17)

1 -   

Name of Corporation - Raison sociale de la corporation:

      2 - Corporation No. - N°. de corporation:
 
     501109 N.B. LTD.        

501109

 

3 -   

Place and address of the registered office:

   Lieu et adresse ou bureau enregistre:
    

570 Queen Street

Suite 600, Barker House

P.O. Box 610

Fredericton, NB E3B 5A6

 

         
4 -  

Effective date of change:

    Date d’entrée en vigueur du changement:
        N/A    
5 -  

Previous place and address of the registered office:

    Demiers lieu et adresse du bureau enregistré:
        N/A    
Date    Signature   

Description of Office

Fonction

October 31/95

   /s/ R. B. Eddy    Incorporator
   

BUSINESS CORPORATIONS ACT

FORM 4

NOTICE OF DIRECTORS

OR NOTICE OF CHANGE OF DIRECTORS

(SECTION 64, 71)

 

LOI SUR LES CORPORATIONS COMMERCIALES

FORMULE 4

LISTE DES ADMINISTRATEURS OU

AVIS DE CHANGEMENT D’ADMINISTRATEURS

(ARTICLE 64, 71)

1 -  

Name of Corporation - Raison sociale de la corporation:

    501109 N.B. LTD.    
2 -  

The following persons became directors of this corporation:

Effective Date October 31, 1995

  

Liste des personnes devenues administrateurs de la corporation

Date d’entrée en vigueur

Name / Nom   

Residential Address or Address for Service

Adresse résidentielle ou adresse pour fin de signification

   Occupation  

Telephone

Téléphone

 

R. B. Eddy

  

 

570 Queen Street, P.O. Box 610

Fredericton, NB E3B 5A6

 

  

 

Lawyer

 

 

458-8572

3 -  

The following persons ceased to be directors fo the corporation:

Effective Date - Date d’entrée en vigueur

   Liste des personnes qui ont cessé d’étre administrateurs de la corporation:
Name / Nom  

Residential Address or Address for Service

Adresse résidentielle ou adresse pour fin de signification

          

N/A

  N/A         
4 -   The directors of the corporation now are:    Administrateurs actuels de la corporation:
Name / Nom   Residential Address or Address for Service
Adresse résidentielle ou adresse pour fin de signification
   Occupation  

Telephone

Téléphone

 

R. B. Eddy

 

 

570 Queen Street, P.O. Box 610

Fredericton, NB E3B 5A6

 

  

 

Lawyer

 

 

458-8572

Date    Signature   

Description of Office

Fonction

     

October 31/95

   /s/ R. B. Eddy    Director     

For Department Use Only / Resérvé à I’usage du ministére

  

Forms 2 and 4 / Formules 2 et 4

Filed/Déposé                                 FILED/DEPOSE OCT 31 1995

 

NOTE: TO BE USED FOR NEW INCORPORATIONS ONLY

   REM: Á N’UTILISER QUE POUR UNE NOUVELLE CONSTITUTION EN CORPORATION
EX-99.T3A31 31 d856091dex99t3a31.htm EX-99.T3A31 EX-99.T3A31

Exhibit T3A.31

LOGO

New Noveau Brunswick CANADA PROVINCE OF NEW BRUNSWICK BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT (SECTION 26, 117) CANADA PROVINCE DU NOUVEAU-BRUNSWICK LOI SUR LES CORPORATIONS COMMERCIALES CERTIFICAT DE MODIFICATION (ARTICLE 26, 117) THE COBALT REFINERY HOLDING COMPANY LTD. Name of Corporation / Raison sociale de la corporation 501109 Corporation Number / Numéro de la corporation I HEREBY CERTIFY that the Articles of the above-mentioned corporation were amended JE CERTIFIE que les statuts de la corporation mentionée ci-dessus ont été modifiés (a) under Section 11 of the Business Corporations Act in accordance with the attached notice; en vertu de Particle 11 de la Loi sur les corporations commerciales conformément á l’avis ci-joints; (b) under Section 26 of the Business Corporations Act as set out in the attached Articles of Amendment designating en vertu de Particle 26 de la Loi sur les corporations commerciales de la facon indiquée dans les status de a series of shares; modification ci-joints décrivant les actions d’une série; (c) under Section 117 of the Business Corporations Act as set out in the attached Articles of Amendment; or en vertu de Particle 117 de la Loi sur les corporations commerciales de la facon indiquée dans les statuts de modification ci-joints; ou (d) under Section 132 of the Business Corporations Act as set out in the attached Articles of Reorganization. en vertu de Particle 132 de la Loi sur les corporations commerciales de la facon indiquées dans les statuts de réorganisation.
Director Directeur Date of Amendment Date de modification November 16, 1995    


NEW BRUNSWICK

BUSINESS CORPORATIONS ACT

FORM 3

ARTICLES OF AMENDMENT
(SECTION 26,116)

 

  

NOUVEAU BRUNSWICK

LOI SUR LES CORPORATIONS
COMMERCIALES

FORMULE 3

STATUTS DE MODIFICATION
(ARTICLES 26,116)

 

1—Name of Corporation—Raison sociale de la corporation

  

2—Corporation No.—Numéro de la corporation

 

501109 N.B. LTD.

 

  

 

501109

3—The articles of the above-mentioned corporation are amended as follows:

  

Las statute de la corporation mentionnée ici sont modifiés comme suit:

to change the name of the Corporation to THE COBALT REFINERY HOLDING COMPANY LTD.

and by deleting “N/A”. from section 3 of the articles of incorporation in connection with the restrictions, if any, on share transfers and substituting therefor the following:

“The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares in the capital of the Corporation without either

 

  (i)

the express sanction of the holders of more than 50% of the common shares of the Corporation for the time being outstanding expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of more than 50% of such shares, or

 

  (ii)

the express sanction of the directors of the Corporation expressed by a resolution passed by the votes of a majority of the directors of the Corporation at a meeting of the Board of directors or by an instrument or instruments in writing signed by a majority of the directors.”

 

Date    Signature    Description of Office—Description du bureau

November 13, 1995

 

  

/s/ Sarbjit S. Basra

 

  

Director

 

FOR DEPARTMENT USE ONLY         Filed—Déposé
RESERVE A L’USAGE DU MINISTERE        

FILED/DEPOSE Nov 16 1995

 

NEWSOME AND GILBERT, LIMITED 362 - 420


CONSENT TO USE OF NAME

 

TO:

  

The Director,

Corporations Branch

P. O. Box 6000

Fredericton, New Brunswick
E3B 5H1

THE COBALT REFINERY COMPANY INC. of 10101 - 114 Street, Fort Saskatchewan, Alberta, T8L 2P2 hereby consents to the following name for use by a corporation:

THE COBALT REFINERY HOLDING COMPANY LTD.

DATED the 15th day of November, 1995.

 

LOGO


CONSENT TO USE OF NAME

 

TO:

  

The Director,

Corporations Branch

P. O. Box 6000

Fredericton, New Brunswick

E3B 5H1

THE COBALT REFINERY COMPANY INC. of 10101 - 114 Street, Fort Saskatchewan, Alberta, T8L 2P2 hereby consents to the following name for use by a corporation:

THE COBALT REFINERY HOLDING COMPANY LTD.

DATED the 15th day of November, 1995.

 

LOGO


501109 N.B. LTD.

The undersigned, being the sole shareholder of 501109 N.B. LTD., pursuant to subsection 95(1) of the Business Corporations Act (New Brunswick) hereby passes the following special resolution:

ARTICLES OF AMENDMENT

WHEREAS 501109 N.B. LTD. (the “Corporation”) was incorporated by Certificate and Articles of Incorporation dated October 31, 1995;

AND WHEREAS it is considered necessary and expedient in the interests of the Corporation to amend its articles as hereinafter provided;

NOW THEREFORE BE IT RESOLVED THAT

1.    the articles of the Corporation be amended to change the name of the Corporation to THE COBALT REFINERY HOLDING COMPANY LTD.,

2.    any one of the directors or officers of the Corporation be and is hereby authorized and directed to execute and deliver, for and on behalf of the Corporation, all documents and to do all other things necessary or desirable to give effect to such articles of amendment, including the execution and delivery of articles of amendment in prescribed form; and

3.    upon articles of amendment having become effective in accordance with the provisions of the Business Corporations Act (New Brunswick), the articles of the Corporation are amended accordingly.

DATED the 13th day of November, 1995.

 

/s/ Sarbjit S. Basra

Sarbjit S. Basra
EX-99.T3B1 32 d856091dex99t3b1.htm EX-99.T3B1 EX-99.T3B1

Exhibit T3B.1

BY-LAW NO. 1

of

SHERRITT INTERNATIONAL CORPORATION

(the “Corporation”)

 

1.

REGISTERED OFFICE

 

  (a)

The registered office of the Corporation shall be in the place within Ontario specified in the articles of the Corporation and at such location therein as the directors may from time to time determine.

 

2.

CORPORATE SEAL

 

  (a)

The Corporation may, but need not, have a corporate seal. The corporate seal of the Corporation shall be such as the directors may by resolution from time to time adopt. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.

 

3.

DIRECTORS

 

  (a)

NOMINATION OF DIRECTORS

 

  (i)

Only persons who are nominated in accordance with the procedures set out in this By-Law No. 1 shall be eligible for election as directors to the board of directors (the “Board”) of the Corporation. Nominations of persons for election to the Board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose which includes the election of directors to the Board, as follows:

 

  (A)

by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting;

 

  (B)

by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Canada Business Corporations Act (the “Act”) or a requisition of shareholders made in accordance with the provisions of the Act; or

 

  (C)

by any person entitled to vote at such meeting (a “Nominating Shareholder”), who: (A) is, at the close of business on the date of giving notice provided for in Section 3(a)(iii) below and on the record date for notice of such meeting, either entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) has given timely notice in proper written form as set forth in this By-Law No. 1.

 

  (ii)

For the avoidance of doubt, the foregoing Section 3(a)(i) shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation.

 

  (iii)

For a nomination made by a Nominating Shareholder to be a timely notice (a “Timely Notice”), the Nominating Shareholder’s notice must be received by the Chief Executive Officer of the Corporation at the principal executive offices of the Corporation:

 

  (A)

in the case of an annual meeting of shareholders, not later than the close of business on the 30th day before the date of the meeting; provided, however, if the first public announcement made by the Corporation of the date of the annual meeting is less than 50 days prior to the meeting date, not later than the close of business on the 10th day  


 

following the day on which the first public announcement of the date of such annual meeting is made by the Corporation;

 

  (B)

in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the Board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting is made by the Corporation.

 

  (iv)

To be in proper written form, a Nominating Shareholder’s notice to the Chief Executive Officer of the Corporation must comply with all the provisions of this Section 3(a)(v) and:

 

  (A)

disclose or include, as applicable, as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a “Proposed Nominee”):

 

  (I)

their name, age, business and residential address, principal occupation or employment for the past five years, status as a “resident Canadian” (as such term is defined in the Act);

 

  (II)

their direct or indirect beneficial ownership in, or control or direction over, any class or series of securities of the Corporation, including the number or principal amount and the date(s) on which such securities were acquired;

 

  (III)

any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Proposed Nominee or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee and the Nominating Shareholder;

 

  (IV)

any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or applicable securities law; and

 

  (V)

a duly completed personal information form in respect of the Proposed Nominee in the form prescribed by the principal stock exchange on which the securities of the Corporation are then listed for trading;

 

  (B)

disclose or include, as applicable, as to each Nominating Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made:

 

  (I)

their name, business and residential address, direct or indirect beneficial ownership in, or control or direction over, any class or series of securities of the Corporation, including the number or principal amount and the date(s) on which such securities were acquired;

 

  (II)

their interests in, or rights or obligations associated with, an agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Corporation or the person’s economic exposure to the Corporation, including any derivative or hedging arrangements;

 

  (III)

any proxy, contract, arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to


 

the voting of any securities of the Corporation or the nomination of directors to the Board;

 

  (IV)

a representation that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such nomination; and

 

  (V)

any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Act or as required by applicable securities laws;

 

  (C)

Such notice shall include a written consent duly signed by each Proposed Nominee to being named as a nominee and to serve as a director of the Corporation, if elected.

 

  (v)

All information to be provided in a Timely Notice shall be provided as of the date of such notice. The Nominating Shareholder shall update such information forthwith so that it is true and correct in all material respects as of the date that is ten (10) business days prior to the date of the meeting, or any adjournment or postponement thereof.

 

  (vi)

Any notice, or other document or information required to be given to the Corporation pursuant to this By-Law No. 1 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Chief Executive Officer at the address of the principal executive offices of the Corporation, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

 

  (vii)

Additional Matters

 

  (A)

The chair of any meeting of shareholders of the Corporation shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this By-Law No. 1, and if any proposed nomination is not in compliance with such provisions, must declare that such defective nomination shall not be considered at any meeting of shareholders.

 

  (B)

Despite any other provision of this By-Law No. 1, if the Nominating Shareholder (or a qualified representative of the Nominating Shareholder) does not appear at the meeting of shareholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

 

  (C)

The Board may, in its sole discretion, waive any requirement of this By-Law No. 1.

 

  (D)

For the purposes of this By-Law No. 1, “public announcement” means disclosure in a press release disseminated by the Corporation through a national news service in Canada, or in a document filed by the Corporation for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

 

  (E)

This By-Law No. 1 is subject to, and should be read in conjunction with, the Act and the articles of continuance of the Corporation (the “Articles”). If there is any conflict or


 

inconsistency between any provision of the Act or the Articles and any provision of this By-Law No. 1, the provision of the Act or the Articles will govern.

 

  (b)

Number and Quorum. The number of directors shall be not fewer than the minimum and not more than the maximum provided in the articles, at least one-third of whom shall not be officers or employees of the Corporation or of any of its affiliates. The number of directors shall be determined by the directors when they are empowered by special resolution to make such determination and otherwise the number of directors shall be determined by special resolution. A simple majority of the number of directors so determined or such greater number as may be fixed by the directors or shareholders shall constitute a quorum for the transaction of business at any meeting of directors.

 

  (c)

Qualification. No person shall be qualified to be a director if he is less than eighteen years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; or if he has the status of a bankrupt. At least 25 per cent of the directors shall be resident Canadians.

 

  (d)

Election and Term of Office. The directors shall be elected at each annual meeting of shareholders of the Corporation and each director shall hold office until the close of the first annual meeting following his election provided that if an election of directors is not held at an annual meeting of shareholders, the directors then in office shall continue in office until their successors are elected. Retiring directors are eligible for re-election.

 

  (e)

Vacation of Office. A director ceases to hold office if he dies, is removed from office by the shareholders, ceases to be qualified for election as a director or, subject to the Act, resigns by a written resignation received by the Corporation. A written resignation of a director becomes effective at the time it is received by the Corporation, or at the time specified in the resignation, whichever is later.

 

  (f)

Removal of Directors. The shareholders may by ordinary resolution at an annual or special meeting of shareholders remove any director or directors from office provided that where the holders of any class or series of shares have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution of the shareholders of that class or series. A vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed.

 

  (g)

Vacancies. Subject to the Act, a quorum of directors may fill a vacancy among the directors. A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.

 

  (h)

Action by Directors. The directors shall manage or supervise the management of the business and affairs of the Corporation. The powers of the directors may be exercised at a meeting (subject to section (i)) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors. Where there is a vacancy in the board of directors, the remaining directors, may exercise all the powers of the board so long as a quorum remains in office.

 

  (i)

Meeting by Telephone. If all the directors of the Corporation present at or participating in the meeting consent, a meeting of directors or of a committee of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at that meeting.

 

  (j)

Place of Meetings. Meetings of directors may be held at any place within or outside of Ontario. A majority of the meetings of directors need not be held within Canada in any financial year of the Corporation.


  (k)

Calling of Meetings. Meetings of the directors shall be held at such time and place as the Chairman of the Board, the President or any two directors may determine.

 

  (l)

Notice of Meeting. Notice of the time and place of each meeting of directors shall be given to each director by telephone or by written notice not less than 48 hours before the time of the meeting and need not specify the purpose of or the business to be transacted at the meeting. Meetings of the directors may be held at any time without notice if all the directors have waived or are deemed to have waived notice.

 

  (m)

First Meeting of New Board. No notice shall be necessary for the first meeting of newly-elected directors held immediately following their election at a meeting of shareholders.

 

  (n)

Adjourned Meeting. Notice of an adjourned meeting of directors is not required if the time and place of the adjourned meeting is announced at the original meeting.

 

  (o)

Regular Meetings. The directors may appoint a day or days in any month or months for regular meetings and shall designate the place and time at which such meetings are to be held. A copy of any resolution of directors fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, and no other notice shall be required for any such regular meeting.

 

  (p)

Chairman. The Chairman of the Board, or in his absence the President if a director, or in his absence a director chosen by the directors at the meeting shall be the chairman of any meeting of directors.

 

  (q)

Voting at Meetings. Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting, in addition to his original vote, shall not have a second or casting vote.

 

  (r)

Conflict of Interest. A director or officer who is a party to, or who is a director or officer of or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act.

 

  (s)

Remuneration and Expenses. The directors shall be paid such remuneration as the directors may from time to time by resolution determine. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in going to, attending and returning from meetings of directors or committees of directors. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact of his being a director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

 

4.

COMMITTEES

 

  (a)

Committees of Directors. The directors may appoint from among their number one or more committees of directors and delegate to them any of the powers of the directors except those which under the Act a committee of directors has no authority to exercise.

 

  (b)

Audit Committee. The directors shall appoint from among their number an audit committee composed of not fewer than three directors, all of whom are not officers or employees of the Corporation or any affiliate of the Corporation. The audit committee shall review the financial statements of the Corporation and shall report thereon to the directors of the Corporation before such financial statements are approved by the directors. The auditor of the Corporation is entitled


 

to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the committee.

 

  (c)

Transaction of Business. Subject to section 3(i), the powers of a committee appointed by the directors may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all members of the committee entitled to vote on that resolution at a meeting of the committee. Meetings of a committee may be held at any place in or outside Canada.

 

  (d)

Procedure. Unless otherwise determined by the directors each committee shall have power to fix its quorum and to regulate its procedure.

 

5.

OFFICERS

 

  (a)

General. The directors may from time to time appoint a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the directors may determine, including one or more assistants to any of the officers so appointed. The officers so appointed may but need not be members of the board of directors except as provided in sections 5(c) and 5(d).

 

  (b)

Term of Office. Any officer may be removed by the directors at any time but such removal shall not affect the rights of such officer under any contract of employment with the Corporation. Otherwise, each officer shall hold office until his successor is appointed.

 

  (c)

The Chairman of the Board. The Chairman of the Board, if any, shall be appointed from among the directors and shall, when present, be chairman of meetings of shareholders and directors and shall have such other powers and duties as the directors may determine.

 

  (d)

The President. Unless the directors otherwise determine, the President shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs and in the absence of the Chairman of the Board shall be chairman at meetings of shareholders and directors when present.

 

  (e)

Vice-President. A Vice-President shall have such powers and duties as the directors or the President may determine.

 

  (f)

Secretary. The Secretary shall give, or cause to be given, all notices required to be given to shareholders, directors, auditors and members of committees; shall attend and be secretary of all meetings of shareholders, directors and committees appointed by the directors and shall enter or cause to be entered on books kept for that purpose minutes of all proceedings at such meetings; shall be the custodian of the corporate seal of the Corporation and of all records, books, documents and other instruments belonging to the Corporation; and shall have such other powers and duties as the directors or the President may determine.

 

  (g)

Treasurer. The Treasurer shall keep proper books of account and accounting records with respect to all financial and other transactions of the Corporation; shall be responsible for the deposit of money, the safe-keeping of securities and the disbursement of the funds of the Corporation; shall render to the directors when required an account of all his transactions as Treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as the directors or the President may determine.

 

  (h)

Other Officers. The powers and duties of all other officers shall be such as the directors or the President may determine. Any of the powers and duties of an officer to whom an assistant has  


 

been appointed may be exercised and performed by such assistant, unless the directors or the President otherwise direct.

 

  (i)

Variation of Duties. The directors may, from time to time, vary, add to or limit the powers and duties of any officer.

 

  (j)

Conflict of Interest. An officer shall disclose his interest in any material contract or proposed material contract in accordance with
section 3(r).

 

  (k)

Agents and Attorneys. The directors shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as the directors may specify.

 

6.

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

 

  (a)

Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and the heirs and legal representatives of such a person to the fullest extent permitted by the Act.

 

  (b)

Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 6(a) to the extent permitted by the Act.

 

7.

MEETINGS OF SHAREHOLDERS

 

  (a)

Annual Meetings. The annual meeting of the shareholders shall be held at the registered office of the Corporation or at such other place, in or outside Ontario but within Canada, at such time in each year as the directors may determine, for the purpose of receiving the reports and statements required to be placed before the shareholders at an annual meeting, electing directors, appointing an auditor or auditors, and for the transaction of such other business as may properly be brought before the meeting.

 

  (b)

Other Meetings. The directors shall have power at any time to call a special meeting of shareholders to be held at such time and at such place, in or outside Ontario, as may be determined by the board of directors.

 

  (c)

Electronic Meetings. A meeting of shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at a meeting or establishes a communications link to a meeting shall be deemed to be present at that meeting.

 

  (d)

Notice of Meetings. Notice of the time and place of a meeting of shareholders shall be given not less than twenty-one days nor more than sixty days before the meeting to each holder of shares carrying voting rights at the close of business on the record date for notice, to each director and to the auditor of the Corporation. Notice of a meeting of shareholders at which special business is to be transacted shall state or be accompanied by a statement of the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall include the text of any special resolution or by-law to be submitted to the meeting. All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the minutes of an earlier meeting, the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, shall be deemed to be special business.

 

  (e)

Record Date for Notice. For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than sixty days or by


  less than thirty days the date on which the meeting is to be held. Where no record date is fixed, the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be at the close of business on the day immediately preceding the day on which the notice is given, or, if no notice is given, shall be the day on which the meeting is held. If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed, by advertisement in a newspaper published or distributed in the place where the Corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded and by written notice to each stock exchange in Canada on which the shares of the Corporation are listed for trading.

 

  (f)

Persons Entitled to be Present. The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors, the auditor and other persons who are entitled or required under any provision of the Act or the articles or by-laws of the Corporation to attend a meeting of shareholders of the Corporation. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

 

  (g)

Chairman. The Chairman of the Board, or in his absence the President, or in his absence a person chosen by a vote at the meeting shall be chairman of meetings of shareholders.

 

  (h)

Scrutineers. At each meeting of shareholders one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

 

  (i)

Quorum. Two persons present in person and each being entitled to vote thereat, representing in person or by proxy at least 25% of the total number of shares entitled to vote at a meeting, shall constitute a quorum for the transaction of business at any meeting of shareholders.

 

  (j)

Right to Vote. The Corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, which list shall be prepared,

 

  (i)

if a record date is fixed as hereinbefore provided, not later than ten days after that date;

 

  (ii)

if no record date is fixed, at the close of business on the day immediately preceding the day on which the notice is given, or where no notice is given, on the day on which the meeting is held.

A person named in the said list is entitled to vote the shares shown opposite his name at the meeting to which the list relates.

 

  (k)

Joint Shareholders. Where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons are present, in person or by proxy, they shall vote as one on the shares jointly held by them.

 

  (l)

Representatives. Where a body corporate or association is a shareholder of the Corporation, the Corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the Corporation. An individual so authorized may exercise on behalf of the body corporate or association he represents all the powers it could exercise if it were an individual shareholder.

 

  (m)

Executors and Others. An executor, administrator, committee of a mentally incompetent person, guardian or trustee and, where a corporation is such executor, administrator, committee, guardian


 

or trustee of a testator, intestate, mentally incompetent person, ward or cestui que trust, any duly appointed representative of such corporation, upon filing with the secretary of the meeting sufficient proof of his appointment, shall represent the shares in his or its hands at all meetings of shareholders of the Corporation and may vote accordingly as a shareholder in the same manner and to the same extent as the shareholder of record. If there be more than one executor, administrator, committee, guardian or trustee, the provisions of this by-law respecting joint shareholders shall apply.

 

  (n)

Proxyholders. Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, as his nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed him to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such meeting in respect of any matter by way of any show of hands. A proxy shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized and ceases to be valid one year from its date. A proxy shall be in such form as may be prescribed from time to time by the directors or in such other form as the chairman of the meeting may accept and as complies with all applicable laws and regulations.

 

  (o)

Time for Deposit of Proxies. The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.

 

  (p)

Votes to Govern. Subject to the Act and the articles of the Corporation, at all meetings of shareholders every question shall be decided, either on a show of hands or by ballot, by a majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall not have a second or casting vote.

 

  (q)

Show of Hands. Voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting or where required by the chairman. A ballot may be demanded either before or after any vote by show of hands. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be required or demanded, an entry in the minutes of a meeting of shareholders to the effect that the chairman declared a motion to be carried is admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. A demand for a ballot may be withdrawn at any time prior to taking of a poll on the ballot.

 

  (r)

Ballots. If a ballot is demanded or required, the vote upon the question shall be taken in such manner as the chairman of the meeting shall direct and each person present and entitled to vote at the meeting shall, unless the articles of the Corporation otherwise provide, be entitled to one vote for each share in respect of which he is entitled to vote at the meeting.

 

  (s)

Adjournment. The chairman of any meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the same from time to time and from place to place. If a meeting of shareholders is adjourned for less than thirty days it is not necessary to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling such original meeting.


  (t)

Resolution in Lieu of Meeting. A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of shareholders except where a written statement in respect thereof has been submitted by a director or where representations in writing are submitted by the auditor of the Corporation, in either case, in accordance with the Act.

 

8.

SHARES

 

  (a)

Issue. Subject to the Act and the articles of the Corporation, shares of the Corporation may be issued at such times and to such persons and for such consideration as the directors may determine, provided that no shares may be issued until it is fully paid as provided in the Act.

 

  (b)

Commissions. The directors may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

 

  (c)

Share Certificate. Every shareholder is entitled at his option to a share certificate in respect of the shares held by him that complies with the Act or to a non-transferable written acknowledgement (“written acknowledgement”) of his right to obtain a share certificate from the Corporation in respect of the shares of the Corporation held by him, but the Corporation is not bound to issue more than one share certificate or written acknowledgement in respect of a share or shares held jointly by several persons and delivery of a share certificate or written acknowledgement to one of several joint holders is sufficient delivery to all. Written acknowledgements shall be in such form or forms as the directors shall from time to time by resolution determine. The Corporation may charge a fee in accordance with the Act for a share certificate issued in respect of a transfer. Subject to the provisions of the Act and to the requirements of any stock exchange on which shares of the Corporation may be listed, share certificates shall be in such form or forms as the directors shall from time to time approve. Unless otherwise determined by the directors, share certificates shall be signed by the Chairman of the Board, the President, or a Vice-President or a director and by the Secretary or an Assistant Secretary and need not be under the corporate seal and certificates for shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned on behalf of such transfer agent and/or registrar. Share certificates shall be signed manually by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent of the Corporation and any additional signatures required on share certificates may be printed or otherwise mechanically reproduced thereon. A manual signature is not required on a share certificate representing a fractional share. If a share certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the share certificate, notwithstanding that the person has ceased to be a director or an officer of the Corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.

 

  (d)

Transfer Agents and Registrars. For each class of shares issued by it, the Corporation may appoint one or more agents to keep the securities register and the register of transfers and one or more branch registers. Such an agent may be designated as a transfer agent or registrar according to functions and one agent may be designated both transfer agent and registrar. The securities register and the register of transfers shall be kept at the registered office of the Corporation or at such other places in Ontario as are designated by the directors, and the branch register or registers of transfers may be kept at such offices of the Corporation or other places, either within or outside Ontario, as are designated by the directors.

 

  (e)

Transfer of Shares. Subject to the Act, no transfer of a share shall be registered except upon presentation of the certificate representing such share with an endorsement which complies with the Act, together with such reasonable assurance that the endorsement is genuine and effective as the directors may prescribe, upon payment of all applicable taxes and fees and upon compliance with the articles of the Corporation.


  (f)

Non-Recognition of Trust. Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and to exercise all the rights and powers of an owner of the share.

 

  (g)

Replacement of Share Certificates. Where the owner of a share certificate claims that the share certificate has been lost, apparently destroyed or wrongfully taken, the Corporation shall issue or cause to be issued a new certificate in place of the original certificate if the owner (i) so requests before the Corporation has notice that the share certificate has been acquired by a bona fide purchaser; (ii) files with the Corporation an indemnity bond sufficient in the Corporation’s opinion to protect the Corporation and any transfer agent, registrar or other agent of the Corporation from any loss that it or any of them may suffer by complying with the request to issue a new share certificate; and (iii) satisfies any other reasonable requirements imposed from time to time by the Corporation.

 

9.

DIVIDENDS AND RIGHTS

 

  (a)

Declaration of Dividends. Subject to the Act, the directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.

 

  (b)

Cheques. A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at their address in the Corporation’s securities register. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

 

  (c)

Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the directors may from time to time prescribe, whether generally or in any particular case.

 

  (d)

Record Date for Dividends and Rights. The directors may fix in advance a date, preceding by not more than fifty days the date for payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the rights to subscribe for such securities, and notice of any such record date shall be given not less than seven days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the directors.

 

  (e)

Unclaimed Dividends. Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

 

10.

NOTICES

 

  (a)

General. A notice or document required by the Act, the regulations thereunder, the articles or the by-laws of the Corporation to be sent to a shareholder or director of the Corporation may be sent


 

by prepaid mail addressed to, or may be delivered personally to, the shareholder at his latest address as shown in the records of the Corporation or to the director at his latest address as shown in the records of the Corporation or in the most recent notice filed under the Act, whichever is the more current. A notice or document if mailed to a shareholder or director of the Corporation shall be deemed to have been received on the fifth day after mailing. If the Corporation sends a notice or document to a shareholder in accordance with this section and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he informs the Corporation in writing of his new address.

 

  (b)

Computation of Time. In computing the time when a notice or document must be given or sent under any provision requiring a specified number of days’ notice of any meeting or other event, a “day” shall mean a clear day and the period of days shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday.

 

  (c)

Omission and Errors. The accidental omission to give any notice or send any document to any shareholder, director or other person or the non-receipt of any notice or document by any shareholder, director or other person or any error in any notice or document not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on such notice or document.

 

  (d)

Notice to Joint Shareholders. All notices or documents with respect to any shares registered in more than one name may, if more than one address appears on the securities register of the Corporation in respect of such joint holding, be given to such joint shareholders at the first address so appearing, and all notices so given or documents so sent shall be sufficient notice to all the holders of such shares.

 

  (e)

Proof of Service. A certificate of the Secretary or other duly authorized officer of the Corporation, or of any agent of the Corporation, as to facts in relation to the mailing or delivery or sending of any notice or document to any shareholder or director of the Corporation or to any other person or publication of any such notice or document, shall be conclusive evidence thereof and shall be binding on every shareholder or director or other person as the case may be.

 

  (f)

Signature on Notice. The signature on any notice or document given by the Corporation may be printed or otherwise mechanically reproduced thereon or partly printed or otherwise mechanically reproduced thereon.

 

  (g)

Waiver of Notice. Notice may be waived or the time for the sending of a notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. Attendance of any director at a meeting of the directors or of any shareholder at a meeting of shareholders is a waiver of notice of such meeting, except where he attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

11.

BUSINESS OF THE CORPORATION

 

  (a)

Voting Shares and Securities in Other Corporations. All of the shares or other securities carrying voting rights of any other body corporate or bodies corporate held from time to time by the Corporation may be voted at any and all meetings of holders of such securities of such other body corporate or bodies corporate in such manner and by such person or persons as the directors of the Corporation shall from to time determine or failing such determination the proper signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation instruments of proxy and arrange for the issue of voting certificates and other evidence of the right to vote in such names as they may determine.


  (b)

Bank Accounts, Cheques, Drafts and Notes. The Corporation’s bank accounts shall be kept in such chartered bank or banks, trust company or trust companies or other firm or corporation carrying on a banking business as the directors may by resolution from time to time determine. Cheques on bank accounts, drafts drawn or accepted by the Corporation, promissory notes given by it, acceptances, bills of exchange, orders for the payment of money and other instruments of a like nature may be made, signed, drawn, accepted or endorsed, as the case may be, by such officer or officers, person or persons as the directors may by resolution from time to time name for that purpose. Cheques, promissory notes, bills of exchange, orders for the payment of money and other negotiable paper may be endorsed for deposit to the credit of any one of the Corporation’s bank accounts by such officer or officers, person or persons, as the directors may by resolution from time to time name for that purpose, or they may be endorsed for such deposit by means of a stamp bearing the Corporation’s name.

 

  (c)

Execution of Instruments. Any one director or officer shall have authority to sign in the name and on behalf of the Corporation all instruments in writing and any instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign instruments in writing generally or to sign specific instruments in writing. Any signing officer may affix the corporate seal to any instrument requiring the same. The term “instruments in writing” as used herein shall, without limiting the generality thereof, include contracts, documents, powers of attorney, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, immovable or movable), agreements, tenders, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities, instruments of proxy and all paper writing.

 

  (d)

Fiscal Year. Until changed by resolution of the directors the fiscal year of the Corporation shall terminate on the 31st day of December in each year.

 

12.

INTERPRETATION

 

  (a)

In this by-law, wherever the context requires or permits, the singular shall include the plural and the plural the singular; the word “person” shall include firms and corporations, and masculine gender shall include the feminine and neuter genders. Wherever reference is made to any determination or other action by the directors such shall mean determination or other action by or pursuant to a resolution passed at a meeting of the directors, or by or pursuant to a resolution consented to by all the directors as evidenced by their signatures thereto. Wherever reference is made to the “Act”, it shall mean the Canada Business Corporations Act, and every other act or statute incorporated therewith or amending the same, or any act or statute substituted therefor. Unless the context otherwise requires, all words used in this by-law shall have the meanings given to such words in the Act.

 

13.

REPEAL

 

  (a)

All prior by-laws of the Corporation be and they are hereby repealed without prejudice to any action or actions taken thereunder.

EX-99.T3B2 33 d856091dex99t3b2.htm EX-99.T3B2 EX-99.T3B2

Exhibit T3B.2

BY-LAW NO. 1

A by-law relating generally to the

transaction of the business and

affairs of

672538 ALBERTA LTD.

Contents

 

One    -    Interpretation
Two    -    Business of the Corporation
Three    -    Borrowing and Security
Four    -    Directors
Five    -    Committees
Six    -    Officers
Seven    -    Protection of Directors, Officers and Others
Eight    -    Shares
Nine    -    Dividends and Rights
Ten    -    Meetings of Shareholders
Eleven    -    Notices
Twelve    -    Effective Date

BE IT ENACTED as a by-law of the Corporation as follows:


TABLE OF CONTENTS

 

SECTION 1

  

INTERPRETATION

     5  

1.01

  

Definitions

     5  

SECTION 2

  

BUSINESS OF THE CORPORATION

     6  

2.01

  

Registered Office

     6  

2.02

  

Corporate Seal

     6  

2.03

  

Financial Year

     6  

2.04

  

Execution of Instruments

     6  

2.05

  

Banking Arrangements

     6  

2.06

  

Voting Rights in Other Bodies Corporate

     6  

2.07

  

Divisions

     6  

SECTION 3

  

BORROWING AND SECURITY

     7  

3.01

  

Borrowing Power

     7  

3.02

  

Delegation

     7  

SECTION 4

  

DIRECTORS

     8  

4.01

  

Number of Directors

     8  

4.02

  

Qualification

     8  

4.03

  

Election and Term

     8  

4.04

  

Removal of Directors

     8  

4.05

  

Vacation of Office

     8  

4.06

  

Vacancies

     8  

4.07

  

Action by the Board

     9  

4.08

  

At Least Half Canadians at Meetings

     9  

4.09

  

Meeting by Telephone

     9  

4.10

  

Place of Meeting

     9  

4.11

  

Calling of Meetings

     9  

4.12

  

Notice of Meeting

     9  

4.13

  

First Meeting of New Board

     10  

4.14

  

Adjourned Meeting

     10  

4.15

  

Regular Meetings

     10  

4.16

  

Chairman

     10  

4.17

  

Quorum

     10  

4.18

  

Votes to Govern

     10  

4.19

  

Conflict of Interest

     11  

4.20

  

Remuneration and Expenses

     11  

 

- 2 -


SECTION 5

  

COMMITTEES

     11  

5.01

  

Committees of the Board

     11  

5.02

  

Transaction of Business

     11  

5.03

  

Advisory Bodies

     11  

5.04

  

Procedure

     11  

SECTION 6

  

OFFICERS

     12  

6.01

  

Appointment

     12  

6.02

  

Chairman of the Board

     12  

6.03

  

Managing Director

     12  

6.04

  

President

     12  

6.05

  

Secretary

     12  

6.06

  

Treasurer

     12  

6.07

  

Powers and Duties of Officers

     13  

6.08

  

Term of Office

     13  

6.09

  

Agents and Attorneys

     13  

6.10

  

Conflict of Interest

     13  

SECTION 7

  

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

     13  

7.01

  

Limitation of Liability

     13  

7.02

  

Indemnity

     14  

SECTION 8

  

SHARES

     14  

8.01

  

Allotment of Shares

     14  

8.02

  

Commissions

     14  

8.03

  

Registration of Transfers

     14  

8.04

  

Non-recognition of Trusts

     15  

8.05

  

Share Certificates

     15  

8.06

  

Replacement of Share Certificates

     15  

8.07

  

Joint Shareholders

     15  

8.08

  

Deceased Shareholders

     15  

8.09

  

Lien for Indebtedness

     15  

SECTION 9

  

DIVIDENDS AND RIGHTS

     16  

9.01

  

Dividends

     16  

9.02

  

Dividend Cheques

     16  

9.03

  

Record Date for Dividends and Rights

     16  

 

- 3 -


SECTION 10

  

MEETINGS OF SHAREHOLDERS

     16  

10.01

  

Annual Meetings

     16  

10.02

  

Special Meetings

     17  

10.03

  

Place of Meetings

     17  

10.04

  

Notice of Meetings

     17  

10.05

  

List of Shareholders Entitled to Notice

     17  

10.06

  

Record Date for Notice

     17  

10.07

  

Meetings without Notice

     17  

10.08

  

Chairman, Secretary and Scrutineers

     18  

10.09

  

Persons Entitled to be Present

     18  

10.10

  

Quorum

     18  

10.11

  

Right to Vote

     18  

10.12

  

Proxyholders and Representatives

     19  

10.13

  

Time for Deposit of Proxies

     19  

10.14

  

Joint Shareholders

     19  

10.15

  

Votes to Govern

     19  

10.16

  

Show of Hands

     19  

10.17

  

Ballots

     20  

10.18

  

Adjournment

     20  

10.19

  

Action in Writing by Shareholders

     20  

10.20

  

Only One Shareholder

     20  

10.21

  

Meeting by Telephone

     20  

SECTION 11

  

NOTICES

     21  

11.01

  

Method of Giving Notices

     21  

11.02

  

Notice to Joint Shareholders

     21  

11.03

  

Computation of Time

     21  

11.04

  

Undelivered Notices

     21  

11.05

  

Omissions and Errors

     21  

11.06

  

Persons Entitled by Death or Operation of Law

     21  

11.07

  

Waiver of Notice

     22  

11.08

  

Interpretation

     22  

SECTION 12

  

EFFECTIVE DATE

     22  

12.01

  

Effective Date

     22  

 

- 4 -


SECTION ONE

INTERPRETATION

1.01 Definitions.—In the by-laws of the Corporation, unless the context otherwise requires:

Act” means the Business Corporations Act (Alberta), or any statute that may be substituted therefor, as from time to time amended;

appoint” includes “elect” and vice versa;

articles” means the articles attached to the Certificate of Incorporation of the Corporation as from time to time amended or restated;

board” means the board of directors of the Corporation;

by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

“cheque” includes a draft;

Corporation” means the corporation incorporated under the Act by the said certificate to which the articles are attached and named “672538 Alberta Ltd.”;

meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders;

recorded address” has the meaning set forth in section 11.08;

Regulations” means the Regulations under the Act as published or from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations; and

special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

Except as defined above, words and expressions defined in the Act and the Regulations, including “resident Canadian” and “unanimous shareholder agreement”, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.

 

- 5 -


SECTION TWO

BUSINESS OF THE CORPORATION

2.01 Registered Office.—The registered office of the Corporation shall be at the place within the Province of Alberta as is specified in the notice thereof filed with the articles and thereafter as the board may from time to time determine.

2.02 Corporate Seal.—The Corporation may have one or more different corporate seals, which seals may be adopted or changed from time to time by the board.

2.03 Financial Year.—The financial year of the Corporation shall end on such date as may be determined by the directors from time to time.

2.04 Execution of Instruments.—Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two directors or officers. In addition, this does not limit the power of the board to, from time to time, direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.

2.05 Banking Arrangements.—The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.

2.06 Voting Rights in Other Bodies Corporate.—The signing officers of the Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for them. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.07 Divisions.—The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon a basis, including without limitation types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction by the board, the chief executive officer, may authorize from time to time, upon such basis as may be considered appropriate in each case:

 

- 6 -


  (a)

Subdivision and Consolidation—the further division of the business and operations of any division into sub-units and the consolidation of the business and operations of any divisions and sub-units;

 

  (b)

Name—the designation of any division or sub-unit by, and the carrying on of the business and operations of any division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

 

  (c)

Officers—the appointment of officers for any division or sub-unit, the determination of their powers and duties, and the removal of any officers so appointed, provided that any such officers shall not by reason of their being officers of a division or sub-unit, be officers of the Corporation.

SECTION THREE

BORROWING AND SECURITY

3.01 Borrowing Power.—Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles and any unanimous shareholder agreement, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation whether secured or unsecured;

 

  (c)

to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 Delegation.—The board may from time to time delegate to a committee of the board a director or an officer of the Corporation or any other person as may be

 

- 7 -


designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board may determine at the time of such delegation.

SECTION FOUR

DIRECTORS

4.01 Number of Directors.—Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.

4.02 Qualification.—No person shall be qualified for election as a director if he is less than 18 years of age; if he is a dependent adult as defined in The Dependent Adults Act (Alberta) or is the subject of a certificate of incapacity under that Act, is a formal patient as defined in The Mental Health Act (Alberta), is the subject of an order under The Mentally Incapacitated Persons Act (Alberta) appointing a committee of his person or estate or both, or has been found to be a person of unsound mind by a court in Alberta or elsewhere, if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. At least half of the directors shall be resident Canadians.

4.03 Election and Term.—The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors otherwise determine. Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.04 Removal of Directors.—Subject to the Act or a unanimous shareholder agreement the shareholders may by resolution passed at a meeting of shareholders specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the board.

4.05 Vacation of Office.—A director ceases to hold office when he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director; or his written resignation is sent or delivered to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.06 Vacancies.—Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.

 

- 8 -


4.07 Action by the Board.—Subject to any unanimous shareholder agreement, the board shall manage the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to sections 4.08 and 4.09) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

4.08 At Least Half Canadians at Meetings.—The board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least half of the directors present are resident Canadians, except where

 

  (a)

a resident Canadian director who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting; and

 

  (b)

the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under clause (a), totals at least half of the directors present at the meeting.

4.09 Meeting Telephone.—A director may participate in a meeting of the board or of a committee of the board by means of conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

4.10 Place of Meetings.—Meetings of the board may be held at any place in or outside Alberta.

4.11 Calling of Meeting.—Meetings of the board shall be held from time to time at such time and at such place as the board, the chairman of the board, the managing director, the president or any two directors may determine.

4.12 Notice of Meeting.—Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including, if required by the Act, any proposal to:

 

  (a)

submit to the shareholders any question or matter requiring approval of the shareholders;

 

  (b)

fill a vacancy among the directors or in the office of auditor;

 

- 9 -


  (c)

issue securities, except in the manner and on the terms authorized by the directors;

 

  (d)

declare dividends;

 

  (e)

purchase, redeem or otherwise acquire shares issued by the Corporation, except in the manner and on the terms authorized by the directors;

 

  (f)

pay a commission for the sale of shares;

 

  (g)

approve a management proxy circular;

 

  (h)

approve any annual financial statements; or

 

  (i)

adopt, amend or repeal by-laws.

4.13 First Meeting of New Board.—Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.14 Adjourned Meeting.—Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.15 Regular Meetings.—The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.16 Chairman.—The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, managing director or president. If no such officer is present, the directors present shall choose one of their number to be chairman.

4.17 Quorum.—Subject to section 4.08, the quorum for the transaction of business at any meeting of the board shall be a majority of directors or such greater number of directors as the board may from time to time determine. Where the Corporation has a board consisting of only one director, that director may constitute a meeting.

4.18 Votes to Govern.—At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.

 

- 10 -


4.19 Conflict of Interest.—A director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the board or shareholders. Such a director shall not vote on any resolution to approve any such contract or proposed contract except as permitted by the Act.

4.20 Remuneration and Expenses.—Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION FIVE

COMMITTEES

5.01 Committees of the Board.—The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the board has no authority to exercise. At least half of the members of any such committee shall be resident Canadians.

5.02 Transaction of Business.—The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

5.03 Advisory Bodies.—The board may from time to time appoint such advisory bodies as it may deem advisable.

5.04 Procedure.—Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

 

- 11 -


SECTION SIX

OFFICERS

6.01 Appointment.—Subject to any unanimous shareholder agreement, the board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director.

6.02 Chairman of the Board.—The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall have such other powers and duties as the board may specify.

6.03 Managing Director.—The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

6.04 President.—The president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6.05 Secretary.—The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as otherwise may be specified.

6.06 Treasurer.—The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board

 

- 12 -


whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as otherwise may be specified.

6.07 Powers and Duties of Officers.—The powers and duties of all officers shall be such as the terms of their engagement call for or as the board or (except for those whose powers and duties are to be specified only by the board) the chief executive officer may specify. The board and (except as aforesaid) the chief executive officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

6.08 Term of Office.—The board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until his earlier resignation.

6.09 Agents and Attorneys.—The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

6.10 Conflict of Interest.—An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 4.19.

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 Limitation of Liability.—Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer

 

- 13 -


from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

7.02 Indemnity.—Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation may also indemnify such person in such other circumstances as the Act or law permits. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

SECTION EIGHT

SHARES

8.01 Allotment of Shares.—Subject to the Act, the articles and any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 Commissions.—The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 Registration of Transfers.—Subject to the Act, no transfer of a share shall be registered in a securities register except upon presentation of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.09.

 

- 14 -


8.04 Non-recognition of Trusts.—Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

8.05 Share Certificates.—Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written certificate of acknowledgement of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register.

Such certificates shall be in such form as the board may from time to time approve. Any such certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal.

8.06 Replacement of Share Certificates.—The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.07 Joint Shareholders.—If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.08 Deceased Shareholders.—In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.09 Lien of Indebtedness.—If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

 

- 15 -


SECTION NINE

DIVIDENDS AND RIGHTS

9.01 Dividends.—Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation. Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9.02 Dividend Cheques.—A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.03 Record Date for Dividends and Rights.—The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01 Annual Meetings.—The annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board, the chairman of the board, the managing director or the president may from time to time determine, for

 

- 16 -


the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting

10.02 Special Meetings.—The board, the chairman of the board, the managing director or the president shall have power to call a special meeting of shareholders at any time.

10.03 Place of Meetings.—Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Alberta or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Alberta.

10.04 Notice of Meetings.—Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

10.05 List of Shareholders Entitled to Notice.—If the Corporation has more than 15 shareholders entitled to vote at a meeting of shareholders, it shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to section 10.06, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the records office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.06 Record Date for Notice.—If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

10.07 Meetings Without Notice.—A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote

 

- 17 -


thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held, so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Alberta, shareholders not present or duly represented, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

10.08 Chairman, Secretary and Scrutineers.—The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: managing director, president, chairman of the board, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

10.09 Persons Entitled to be Present.—The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.10 Quorum.—Subject to the Act in respect of a sole shareholder, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, and together holding or representing shares of the Corporation having not less than 51% of the outstanding votes entitled to be cast at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.11 Right to Vote.—Every person named in the list referred to in section 10.05 shall be entitled to vote the shares shown thereon opposite his name at the meeting to which such list relates, except to the extent that (a) where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date or, where the Corporation has not fixed a record date in respect of such

 

- 18 -


meeting, such person has transferred any of his shares after the date on which such list is prepared, and (b) the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than 2 days before the meeting or any shorter period that the chairman of the meeting may permit that his name be included in such list. In any such excepted case the transferee shall be entitled to vote the transferred shares at such meeting.

10.12 Proxyholders and Representatives.—Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder and one or more alternate proxyholders, to attend and act as his representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairman of the meeting. Any such proxyholder or representative need not be a shareholder.

10.13 Time for Deposit of Proxies.—The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours, excluding Saturdays and holidays, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

10.14 Joint Shareholders.—If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

10.15 Votes to Govern.—At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to a second or casting vote.

10.16 Show of Hands.—Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been

 

- 19 -


taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

10.17 Ballots.—On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairman may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.18 Adjournment.—The chairman at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of adjournment. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.19 Action in Writing by Shareholders.—A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.

10.20 Only One Shareholder.—Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

10.21 Meeting by Telephone.—A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means is deemed to be present at the meeting.

 

- 20 -


SECTION ELEVEN

NOTICES

11.01 Method of Giving Notice.—Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

11.02 Notice to Joint Shareholders.—If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03 Computation of Time.—In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be included, unless the computation of time is required by law to be performed differently.

11.04 Undelivered Notices.—If any notice given to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

11.05 Omissions and Errors.—The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06 Persons Entitled by Death or Operation of Law.—Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share

 

- 21 -


prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

11.07 Waiver of Notice.—Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other extent of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.

11.08 Interpretation.—In this by-law,recorded address” means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation.

SECTION TWELVE

EFFECTIVE DATE

12.01 Effective Date.—This by-law shall come into force when made by the board in accordance with the Act.

ENACTED the 6th day of November, 1995.

WITNESS the corporate seal of the Corporation.

 

“Donald R. Leitch”

 

C.S.

 

“Beverley D. Liske”

President

   

Secretary

 

 

 

- 22 -


672538 ALBERTA LTD.

BY-LAW NO. 2

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of 672538 ALBERTA LTD. (hereinafter called the “Corporation”) as follows:

1. The directors may and they are hereby authorized from time to time to

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

limit or increase the amount to be borrowed;

 

  (c)

issue, reissue, sell or pledge bonds, debentures, notes or other securities or debt obligations of the Corporation;

 

  (d)

issue, sell or pledge such bonds, debentures, notes or other securities or debt obligations for such sums and at such prices as may be deemed expedient; and

 

  (e)

mortgage, hypothecate, charge, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation to secure any such bonds, debentures, notes or other securities or debt obligations, or to secure any present or future borrowing, liability or obligation of the Corporation.

2. The directors may from time to time by resolution delegate to the Chairman of the Board of Directors or the President together with the Secretary or to any two directors of the Corporation all or any of the powers conferred on the directors by paragraph 1 of this by-law to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

3. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of a borrowing by-law.

ENACTED the 6th day of November, 1995.

WITNESS the corporate seal of the Corporation.

 

“Donald R. Leitch”    C.S.    “Beverley D. Liske”
President       Secretary

 

 


672538 ALBERTA LTD.

 

 

CANADIAN IMPERIAL BANK OF COMMERCE

 

 

BY-LAW NO. 3

A By-Law respecting the borrowing of money, the issuing of securities and the securing of liabilities by 672538 ALBERTA LTD. (the “Company”).

BE IT ENACTED as a By-Law of the Company as follows:

The directors of the Company may from time to time

 

  (a)

borrow money or otherwise obtain credit upon the credit of the Company in such amounts and upon such terms as may be considered advisable;

 

  (b)

issue, reissue, sell or pledge debt obligations of the Company, including without limitation, bonds, debentures, debenture stock, notes or other securities or obligations of the Company, whether secured or unsecured for such sums, upons such terms, covenants and conditions and at such prices as may be deemed expedient;

 

  (c)

charge, mortgage, hypothecate, pledge, assign, transfer or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Company, including without limitation, book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any money borrowed or any other debt or liability of the Company;

 

  (d)

delegate to such one or more of the officers and directors of the Company as may be designated by the directors all or any of the powers conferred by the foregoing clauses of this By-Law to such extent and in such manner as the directors shall determine at the time of each delegation.

PASSED by the directors and sealed with the Company’s seal this 6th day of November, 1995.

 

“Donald R. Leitch”

 

C.S.

 

“Beverley D. Liske”

President

   

Secretary

EX-99.T3B3 34 d856091dex99t3b3.htm EX-99.T3B3 EX-99.T3B3

Exhibit T3B.3

BY-LAW NO. 1

A by-law relating generally to the

transaction of the business and

affairs of

672539 ALBERTA LTD.

Contents

 

One

  

-

  

Interpretation

Two

  

-

  

Business of the Corporation

Three

  

-

  

Borrowing and Security

Four

  

-

  

Directors

Five

  

-

  

Committees

Six

  

-

  

Officers

Seven

  

-

  

Protection of Directors, Officers and Others

Eight

  

-

  

Shares

Nine

  

-

  

Dividends and Rights

Ten

  

-

  

Meetings of Shareholders

Eleven

  

-

  

Notices

Twelve

  

-

  

Effective Date

BE IT ENACTED as a by-law of the Corporation as follows:


TABLE OF CONTENTS

 

SECTION 1

  

INTERPRETATION

     5  

1.01

  

Definitions

     5  

SECTION 2

  

BUSINESS OF THE CORPORATION

     6  

2.01

  

Registered Office

     6  

2.02

  

Corporate Seal

     6  

2.03

  

Financial Year

     6  

2.04

  

Execution of Instruments

     6  

2.05

  

Banking Arrangements

     6  

2.06

  

Voting Rights in Other Bodies Corporate

     6  

2.07

  

Divisions

     6  

SECTION 3

  

BORROWING AND SECURITY

     7  

3.01

  

Borrowing Power

     7  

3.02

  

Delegation

     7  

SECTION 4

  

DIRECTORS

     8  

4.01

  

Number of Directors

     8  

4.02

  

Qualification

     8  

4.03

  

Election and Term

     8  

4.04

  

Removal of Directors

     8  

4.05

  

Vacation of Office

     8  

4.06

  

Vacancies

     8  

4.07

  

Action by the Board

     9  

4.08

  

At Least Half Canadians at Meetings

     9  

4.09

  

Meeting by Telephone

     9  

4.10

  

Place of Meeting

     9  

4.11

  

Calling of Meetings

     9  

4.12

  

Notice of Meeting

     9  

4.13

  

First Meeting of New Board

     10  

4.14

  

Adjourned Meeting

     10  

4.15

  

Regular Meetings

     10  

4.16

  

Chairman

     10  

4.17

  

Quorum

     10  

4.18

  

Votes to Govern

     10  

4.19

  

Conflict of Interest

     11  

4.20

  

Remuneration and Expenses

     11  

 

- 2 -


SECTION 5

  

COMMITTEES

     11  

5.01

  

Committees of the Board

     11  

5.02

  

Transaction of Business

     11  

5.03

  

Advisory Bodies

     11  

5.04

  

Procedure

     11  

SECTION 6

  

OFFICERS

     12  

6.01

  

Appointment

     12  

6.02

  

Chairman of the Board

     12  

6.03

  

Managing Director

     12  

6.04

  

President

     12  

6.05

  

Secretary

     12  

6.06

  

Treasurer

     12  

6.07

  

Powers and Duties of Officers

     13  

6.08

  

Term of Office

     13  

6.09

  

Agents and Attorneys

     13  

6.10

  

Conflict of Interest

     13  

SECTION 7

  

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

     13  

7.01

  

Limitation of Liability

     13  

7.02

  

Indemnity

     14  

SECTION 8

  

SHARES

     14  

8.01

  

Allotment of Shares

     14  

8.02

  

Commissions

     14  

8.03

  

Registration of Transfers

     14  

8.04

  

Non-recognition of Trusts

     15  

8.05

  

Share Certificates

     15  

8.06

  

Replacement of Share Certificates

     15  

8.07

  

Joint Shareholders

     15  

8.08

  

Deceased Shareholders

     15  

8.09

  

Lien for Indebtedness

     15  

SECTION 9

  

DIVIDENDS AND RIGHTS

     16  

9.01

  

Dividends

     16  

9.02

  

Dividend Cheques

     16  

9.03

  

Record Date for Dividends and Rights

     16  

 

- 3 -


SECTION 10

  

MEETINGS OF SHAREHOLDERS

     16  

10.01

  

Annual Meetings

     16  

10.02

  

Special Meetings

     17  

10.03

  

Place of Meetings

     17  

10.04

  

Notice of Meetings

     17  

10.05

  

List of Shareholders Entitled to Notice

     17  

10.06

  

Record Date for Notice

     17  

10.07

  

Meetings without Notice

     17  

10.08

  

Chairman, Secretary and Scrutineers

     18  

10.09

  

Persons Entitled to be Present

     18  

10.10

  

Quorum

     18  

10.11

  

Right to Vote

     18  

10.12

  

Proxyholders and Representatives

     19  

10.13

  

Time for Deposit of Proxies

     19  

10.14

  

Joint Shareholders

     19  

10.15

  

Votes to Govern

     19  

10.16

  

Show of Hands

     19  

10.17

  

Ballots

     20  

10.18

  

Adjournment

     20  

10.19

  

Action in Writing by Shareholders

     20  

10.20

  

Only One Shareholder

     20  

10.21

  

Meeting by Telephone

     20  

SECTION 11

  

NOTICES

     21  

11.01

  

Method of Giving Notices

     21  

11.02

  

Notice to Joint Shareholders

     21  

11.03

  

Computation of Time

     21  

11.04

  

Undelivered Notices

     21  

11.05

  

Omissions and Errors

     21  

11.06

  

Persons Entitled by Death or Operation of Law

     21  

11.07

  

Waiver of Notice

     22  

11.08

  

Interpretation

     22  

SECTION 12

  

EFFECTIVE DATE

     22  

12.01

  

Effective Date

     22  

 

- 4 -


SECTION ONE

INTERPRETATION

1.01 Definitions.—In the by-laws of the Corporation, unless the context otherwise requires:

Act” means the Business Corporations Act (Alberta), or any statute that may be substituted therefor, as from time to time amended;

appoint” includes “elect” and vice versa;

articles” means the articles attached to the Certificate of Incorporation of the Corporation as from time to time amended or restated;

board” means the board of directors of the Corporation;

by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

cheque” includes a draft;

Corporation” means the corporation incorporated under the Act by the said certificate to which the articles are attached and named “672539 Alberta Ltd.”;

meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders;

recorded address” has the meaning set forth in section 11.08;

Regulations” means the Regulations under the Act as published or from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations; and

special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

Except as defined above, words and expressions defined in the Act and the Regulations, including “resident Canadian” and “unanimous shareholder agreement”, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.

 

- 5 -


SECTION TWO

BUSINESS OF THE CORPORATION

2.01 Registered Office.—The registered office of the Corporation shall be at the place within the Province of Alberta as is specified in the notice thereof filed with the articles and thereafter as the board may from time to time determine.

2.02 Corporate Seal.—The Corporation may have one or more different corporate seals, which seals may be adopted or changed from time to time by the board.

2.03 Financial Year.—The financial year of the Corporation shall end on such date as may be determined by the directors from time to time.

2.04 Execution of Instruments.—Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two directors or officers. In addition, this does not limit the power of the board to, from time to time, direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.

2.05 Banking Arrangements.—The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.

2.06 Voting Rights in Other Bodies Corporate.—The signing officers of the Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for them. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.07 Divisions.—The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon a basis, including without limitation types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction by the board, the chief executive officer, may authorize from time to time, upon such basis as may be considered appropriate in each case:

 

- 6 -


  (a)

Subdivision and Consolidation—the further division of the business and operations of any division into sub-units and the consolidation of the business and operations of any divisions and sub-units;

 

  (b)

Name—the designation of any division or sub-unit by, and the carrying on of the business and operations of any division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

 

  (c)

Officers—the appointment of officers for any division or sub-unit, the determination of their powers and duties, and the removal of any officers so appointed, provided that any such officers shall not by reason of their being officers of a division or sub-unit, be officers of the Corporation.

SECTION THREE

BORROWING AND SECURITY

3.01 Borrowing Power.—Without limiting the borrowing powers of the Corporation asset forth in the Act, but subject to the articles and any unanimous shareholder agreement, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation whether secured or unsecured;

 

  (c)

to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 Delegation.—The board may from time to time delegate to a committee of the board a director or an officer of the Corporation or any other person as may be

 

- 7 -


designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board may determine at the time of such delegation.

SECTION FOUR

DIRECTORS

4.01 Number of Directors.—Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.

4.02 Qualification.—No person shall be qualified for election as a director if he is less than 18 years of age; if he is a dependent adult as defined in The Dependent Adults Act (Alberta) or is the subject of a certificate of incapacity under that Act, is a formal patient as defined in The Mental Health Act (Alberta), is the subject of an order under The Mentally Incapacitated Persons Act (Alberta) appointing a committee of his person or estate or both, or has been found to be a person of unsound mind by a court in Alberta or elsewhere, if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. At least half of the directors shall be resident Canadians.

4.03 Election and Term.—The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors otherwise determine. Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.04 Removal of Directors.—Subject to the Act or a unanimous shareholder agreement the shareholders may by resolution passed at a meeting of shareholders specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the board.

4.05 Vacation of Office.—A director ceases to hold office when he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director; or his written resignation is sent or delivered to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.06 Vacancies.—Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.

 

- 8 -


4.07 Action by the Board.—Subject to any unanimous shareholder agreement, the board shall manage the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to sections 4.08 and 4.09) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

4.08 At Least Half Canadians at Meetings.—The board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least half of the directors present are resident Canadians, except where

 

  (a)

a resident Canadian director who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting; and

 

  (b)

the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under clause (a), totals at least half of the directors present at the meeting.

4.09 Meeting Telephone.—A director may participate in a meeting of the board or of a committee of the board by means of conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

4.10 Place of Meetings.—Meetings of the board may be held at any place in or outside Alberta.

4.11 Calling of Meeting.—Meetings of the board shall be held from time to time at such time and at such place as the board, the chairman of the board, the managing director, the president or any two directors may determine.

4.12 Notice of Meeting.—Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including, if required by the Act, any proposal to:

 

  (a)

submit to the shareholders any question or matter requiring approval of the shareholders;

 

  (b)

fill a vacancy among the directors or in the office of auditor;

 

- 9 -


  (c)

issue securities, except in the manner and on the terms authorized by the directors;

 

  (d)

declare dividends;

 

  (e)

purchase, redeem or otherwise acquire shares issued by the Corporation, except in the manner and on the terms authorized by the directors;

 

  (f)

pay a commission for the sale of shares;

 

  (g)

approve a management proxy circular;

 

  (h)

approve any annual financial statements; or

 

  (i)

adopt, amend or repeal by-laws.

4.13 First Meeting of New Board.—Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.14 Adjourned Meeting.—Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.15 Regular Meetings.—The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.16 Chairman.—The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, managing director or president. If no such officer is present, the directors present shall choose one of their number to be chairman.

4.17 Quorum.—Subject to section 4.08, the quorum for the transaction of business at any meeting of the board shall be a majority of directors or such greater number of directors as the board may from time to time determine. Where the Corporation has a board consisting of only one director, that director may constitute a meeting.

4.18 Votes to Govern.—At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.

 

- 10 -


4.19 Conflict of Interest.—A director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the board or shareholders. Such a director shall not vote on any resolution to approve any such contract or proposed contract except as permitted by the Act.

4.20 Remuneration and Expenses.—Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION FIVE

COMMITTEES

5.01 Committees of the Board.—The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the board has no authority to exercise. At least half of the members of any such committee shall be resident Canadians.

5.02 Transaction of Business.—The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

5.03 Advisory Bodies.—The board may from time to time appoint such advisory bodies as it may deem advisable.

5.04 Procedure.—Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

 

- 11 -


SECTION SIX

OFFICERS

6.01 Appointment.—Subject to any unanimous shareholder agreement, the board may from time to time appoint a president, one or more vice-presidents (to which title maybe added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director.

6.02 Chairman of the Board.—The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall have such other powers and duties as the board may specify.

6.03 Managing Director.—The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

6.04 President.—The president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6.05 Secretary.—The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as otherwise may be specified.

6.06 Treasurer.—The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board

 

- 12 -


whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as otherwise may be specified.

6.07 Powers and Duties of Officers.—The powers and duties of all officers shall be such as the terms of their engagement call for or as the board or (except for those whose powers and duties are to be specified only by the board) the chief executive officer may specify. The board and (except as aforesaid) the chief executive officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

6.08 Term of Office.—The board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until his earlier resignation.

6.09 Agents and Attorneys.—The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

6.10 Conflict of Interest.—An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 4.19.

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 Limitation of Liability.—Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer

 

- 13 -


from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

7.02 Indemnity.—Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation may also indemnify such person in such other circumstances as the Act or law permits. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

SECTION EIGHT

SHARES

8.01 Allotment of Shares.—Subject to the Act, the articles and any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 Commissions.—The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 Registration of Transfers.—Subject to the Act, no transfer of a share shall be registered in a securities register except upon presentation of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.09.

 

- 14 -


8.04 Non-recognition of Trusts.—Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

8.05 Share Certificates.—Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written certificate of acknowledgement of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register.

Such certificates shall be in such form as the board may from time to time approve. Any such certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal.

8.06 Replacement of Share Certificates.—The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.07 Joint Shareholders.—If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.08 Deceased Shareholders.—In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.09 Lien of Indebtedness.—If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

 

- 15 -


SECTION NINE

DIVIDENDS AND RIGHTS

9.01 Dividends.—Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation. Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9.02 Dividend Cheques.—A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.03 Record Date for Dividends and Rights.—The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01 Annual Meetings.—The annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board, the chairman of the board, the managing director or the president may from time to time determine, for

 

- 16 -


the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting

10.02 Special Meetings.—The board, the chairman of the board, the managing director or the president shall have power to call a special meeting of shareholders at any time.

10.03 Place of Meetings.—Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Alberta or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Alberta.

10.04 Notice of Meetings.—Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

10.05 List of Shareholders Entitled to Notice.—If the Corporation has more than 15 shareholders entitled to vote at a meeting of shareholders, it shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to section 10.06, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the records office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.06 Record Date for Notice.—If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

10.07 Meetings Without Notice.—A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote

 

- 17 -


thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held, so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Alberta, shareholders not present or duly represented, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

10.08 Chairman. Secretary and Scrutineers.—The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: managing director, president, chairman of the board, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

10.09 Persons Entitled to be Present.—The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.10 Quorum.—Subject to the Act in respect of a sole shareholder, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, and together holding or representing shares of the Corporation having not less than 51% of the outstanding votes entitled to be cast at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.11 Right to Vote.—Every person named in the list referred to in section 10.05 shall be entitled to vote the shares shown thereon opposite his name at the meeting to which such list relates, except to the extent that (a) where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date or, where the Corporation has not fixed a record date in respect of such

 

- 18 -


meeting, such person has transferred any of his shares after the date on which such list is prepared, and (b) the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than 2 days before the meeting or any shorter period that the chairman of the meeting may permit that his name be included in such list. In any such excepted case the transferee shall be entitled to vote the transferred shares at such meeting.

10.12 Proxyholders and Representatives.—Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder and one or more alternate proxyholders, to attend and act as his representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairman of the meeting. Any such proxyholder or representative need not be a shareholder.

10.13 Time for Deposit of Proxies.—The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours, excluding Saturdays and holidays, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

10.14 Joint Shareholders.—If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

10.15 Votes to Govern.—At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to a second or casting vote.

10.16 Show of Hands.—Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been

 

- 19 -


taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

10.17 Ballots.—On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairman may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.18 Adjournment.—The chairman at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of adjournment. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.19 Action in Writing by Shareholders.—A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.

10.20 Only One Shareholder.—Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

10.21 Meeting by Telephone.—A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means is deemed to be present at the meeting.

 

- 20 -


SECTION ELEVEN

NOTICES

11.01 Method of Giving Notice.—Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

11.02 Notice to Joint Shareholders.—If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03 Computation of Time.—In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be included, unless the computation of time is required by law to be performed differently.

11.04 Undelivered Notices.—If any notice given to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

11.05 Omissions and Errors.—The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06 Persons Entitled by Death or Operation of Law.—Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share

 

- 21 -


prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

11.07 Waiver of Notice.—Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other extent of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.

11.08 Interpretation.—In this by-law,recorded address” means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation.

SECTION TWELVE

EFFECTIVE DATE

12.01 Effective Date.—This by-law shall come into force when made by the board in accordance with the Act.

ENACTED the 6th day of November, 1995.

WITNESS the corporate seal of the Corporation.

 

/s/ Donald R. Leitch   C.S.   /s/ Beverley D. Liske
President     Secretary

 

- 22 -


The undersigned, being the sole director of 672539 ALBERTA LTD., pursuant to subsection 112(1) of the Business Corporations Act (Alberta), by his signature hereby makes the foregoing By-law No. 2 of the by-laws of the Corporation.

DATED the 6th day of November, 1995.

 

/s/ Donald R. Leitch
Donald R. Leitch

The undersigned, being the sole shareholder of 672539 ALBERTA LTD., pursuant to subsection 136(1) of the Business Corporations Act (Alberta), by his signature hereby confirms without amendment the foregoing By-law No. 2 of the by-laws of the Corporation made by the director of the Corporation.

DATED the 6th day of November, 1995.

 

/s/ Donald R. Leitch
Donald R. Leitch

 

- 23 -


672539 ALBERTA LTD.

BY-LAW NO. 2

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of 672539 ALBERTA LTD. (hereinafter called the “Corporation”) as follows:

1. The directors may and they are hereby authorized from time to time to

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

limit or increase the amount to be borrowed;

 

  (c)

issue, reissue, sell or pledge bonds, debentures, notes or other securities or debt obligations of the Corporation;

 

  (d)

issue, sell or pledge such bonds, debentures, notes or other securities or debt obligations for such sums and at such prices as may be deemed expedient; and

 

  (e)

mortgage, hypothecate, charge, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation to secure any such bonds, debentures, notes or other securities or debt obligations, or to secure any present or future borrowing, liability or obligation of the Corporation.

2. The directors may from time to time by resolution delegate to the Chairman of the Board of Directors or the President together with the Secretary or to any two directors of the Corporation all or any of the powers conferred on the directors by paragraph 1 of this by-law to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

3. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of a borrowing by-law.

ENACTED the 6th day of November, 1995.

WITNESS the corporate seal of the Corporation.

 

/s/ Donald R. Leitch   C.S.   /s/ Beverley D. Liske
President     Secretary


The undersigned, being the sole director of 672539 ALBERTA LTD., pursuant to subsection 112(1) of the Business Corporations Act (Alberta), by his signature hereby makes the foregoing By-law No. 2 of the by-laws of the Corporation.

DATED the 6th day of November, 1995.

 

/s/ Donald R. Leitch
Donald R. Leitch

The undersigned, being the sole shareholder of 672539 ALBERTA LTD., pursuant to subsection 136(1) of the Business Corporations Act (Alberta), by his signature hereby confirms without amendment the foregoing By-law No. 2 of the by-laws of the Corporation made by the director of the Corporation.

DATED the 6th day of November, 1995.

 

/s/ Donald R. Leitch
Donald R. Leitch

 

- 2 -


672539 ALBERTA LTD.

 

 

CANADIAN IMPERIAL BANK OF COMMERCE

 

 

BY-LAW NO. 3

A By-Law respecting the borrowing of money, the issuing of securities and the securing of liabilities by 672539 ALBERTA LTD. (the “Company”).

BE IT ENACTED as a By-Law of the Company as follows:

The directors of the Company may from time to time

 

  (a)

borrow money or otherwise obtain credit upon the credit of the Company in such amounts and upon such terms as may be considered advisable;

 

  (b)

issue, reissue, sell or pledge debt obligations of the Company, including without limitation, bonds, debentures, debenture stock, notes or other securities or obligations of the Company, whether secured or unsecured for such sums, upons such terms, covenants and conditions and at such prices as may be deemed expedient;

 

  (c)

charge, mortgage, hypothecate, pledge, assign, transfer or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Company, including without limitation, book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any money borrowed or any other debt or liability of the Company;

 

  (d)

delegate to such one or more of the officers and directors of the Company as may be designated by the directors all or any of the powers conferred by the foregoing clauses of this By-Law to such extent and in such manner as the directors shall determine at the time of each delegation.

PASSED by the directors and sealed with the Company’s seal this 6th day of November, 1995.

 

/s/ Donald R. Leitch

  C.S.  

/s/ Beverley D. Liske

President     Secretary


The undersigned, being the sole director of 672539 ALBERTA LTD., pursuant to subsection 112(1) of the Business Corporations Act (Alberta), by his signature hereby makes the foregoing By-law No. 3 of the by-laws of the said Corporation.

DATED the 6th day of November, 1995.

 

/s/ Donald R. Leitch
Donald R. Leitch

The undersigned, being the sole shareholder of 672539 ALBERTA LTD., pursuant to subsection 136(1) of the Business Corporations Act (Alberta), by his signature hereby confirms without amendment the foregoing By-law No. 3 of the by-laws of the said Corporation made by the director of the Corporation.

DATED the 6th day of November, 1995.

 

/s/ Donald R. Leitch
Donald R. Leitch

 

- 2 -

EX-99.T3B4 35 d856091dex99t3b4.htm EX-99.T3B4 EX-99.T3B4

Exhibit T3B.4

BY-LAW NO. 1

A by-law relating generally to the

transaction of the business and

affairs of

672540 ALBERTA LTD.

Contents

 

One    -    Interpretation
Two    -    Business of the Corporation
Three    -    Borrowing and Security
Four    -    Directors
Five    -    Committees
Six    -    Officers
Seven    -    Protection of Directors, Officers and Others
Eight    -    Shares
Nine    -    Dividends and Rights
Ten    -    Meetings of Shareholders
Eleven    -    Notices
Twelve    -    Effective Date

BE IT ENACTED as a by-law of the Corporation as follows:


TABLE OF CONTENTS

 

SECTION 1

  

INTERPRETATION

     5  

1.01

  

Definitions

     5  

SECTION 2

  

BUSINESS OF THE CORPORATION

     6  

2.01

  

Registered Office

     6  

2.02

  

Corporate Seal

     6  

2.03

  

Financial Year

     6  

2.04

  

Execution of Instruments

     6  

2.05

  

Banking Arrangements

     6  

2.06

  

Voting Rights in Other Bodies Corporate

     6  

2.07

  

Divisions

     6  

SECTION 3

  

BORROWING AND SECURITY

     7  

3.01

  

Borrowing Power

     7  

3.02

  

Delegation

     7  

SECTION 4

  

DIRECTORS

     8  

4.01

  

Number of Directors

     8  

4.02

  

Qualification

     8  

4.03

  

Election and Term

     8  

4.04

  

Removal of Directors

     8  

4.05

  

Vacation of Office

     8  

4.06

  

Vacancies

     8  

4.07

  

Action by the Board

     9  

4.08

  

At Least Half Canadians at Meetings

     9  

4.09

  

Meeting by Telephone

     9  

4.10

  

Place of Meeting

     9  

4.11

  

Calling of Meetings

     9  

4.12

  

Notice of Meeting

     9  

4.13

  

First Meeting of New Board

     10  

4.14

  

Adjourned Meeting

     10  

4.15

  

Regular Meetings

     10  

4.16

  

Chairman

     10  

4.17

  

Quorum

     10  

4.18

  

Votes to Govern

     10  

4.19

  

Conflict of Interest

     11  

4.20

  

Remuneration and Expenses

     11  

 

- 2 -


SECTION 5

  

COMMITTEES

     11  

5.01

  

Committees of the Board

     11  

5.02

  

Transaction of Business

     11  

5.03

  

Advisory Bodies

     11  

5.04

  

Procedure

     11  

SECTION 6

  

OFFICERS

     12  

6.01

  

Appointment

     12  

6.02

  

Chairman of the Board

     12  

6.03

  

Managing Director

     12  

6.04

  

President

     12  

6.05

  

Secretary

     12  

6.06

  

Treasurer

     12  

6.07

  

Powers and Duties of Officers

     13  

6.08

  

Term of Office

     13  

6.09

  

Agents and Attorneys

     13  

6.10

  

Conflict of Interest

     13  

SECTION 7

  

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

     13  

7.01

  

Limitation of Liability

     13  

7.02

  

Indemnity

     14  

SECTION 8

  

SHARES

     14  

8.01

  

Allotment of Shares

     14  

8.02

  

Commissions

     14  

8.03

  

Registration of Transfers

     14  

8.04

  

Non-recognition of Trusts

     15  

8.05

  

Share Certificates

     15  

8.06

  

Replacement of Share Certificates

     15  

8.07

  

Joint Shareholders

     15  

8.08

  

Deceased Shareholders

     15  

8.09

  

Lien for Indebtedness

     15  

SECTION 9

  

DIVIDENDS AND RIGHTS

     16  

9.01

  

Dividends

     16  

9.02

  

Dividend Cheques

     16  

9.03

  

Record Date for Dividends and Rights

     16  

 

- 3 -


SECTION 10

  

MEETINGS OF SHAREHOLDERS

     16  

10.01

  

Annual Meetings

     16  

10.02

  

Special Meetings

     17  

10.03

  

Place of Meetings

     17  

10.04

  

Notice of Meetings

     17  

10.05

  

List of Shareholders Entitled to Notice

     17  

10.06

  

Record Date for Notice

     17  

10.07

  

Meetings without Notice

     17  

10.08

  

Chairman, Secretary and Scrutineers

     18  

10.09

  

Persons Entitled to be Present

     18  

10.10

  

Quorum

     18  

10.11

  

Right to Vote

     18  

10.12

  

Proxyholders and Representatives

     19  

10.13

  

Time for Deposit of Proxies

     19  

10.14

  

Joint Shareholders

     19  

10.15

  

Votes to Govern

     19  

10.16

  

Show of Hands

     19  

10.17

  

Ballots

     20  

10.18

  

Adjournment

     20  

10.19

  

Action in Writing by Shareholders

     20  

10.20

  

Only One Shareholder

     20  

10.21

  

Meeting by Telephone

     20  

SECTION 11

  

NOTICES

     21  

11.01

  

Method of Giving Notices

     21  

11.02

  

Notice to Joint Shareholders

     21  

11.03

  

Computation of Time

     21  

11.04

  

Undelivered Notices

     21  

11.05

  

Omissions and Errors

     21  

11.06

  

Persons Entitled by Death or Operation of Law

     21  

11.07

  

Waiver of Notice

     22  

11.08

  

Interpretation

     22  

SECTION 12

  

EFFECTIVE DATE

     22  

12.01

  

Effective Date

     22  

 

- 4 -


SECTION ONE

INTERPRETATION

1.01 Definitions.—In the by-laws of the Corporation, unless the context otherwise requires:

Act” means the Business Corporations Act (Alberta), or any statute that may be substituted therefor, as from time to time amended;

appoint” includes “elect” and vice versa;

articles” means the articles attached to the Certificate of Incorporation of the Corporation as from time to time amended or restated;

“board” means the board of directors of the Corporation;

by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

cheque” includes a draft;

Corporation” means the corporation incorporated under the Act by the said certificate to which the articles are attached and named “672540 Alberta Ltd.”;

meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders;

recorded address” has the meaning set forth in section 11.08;

Regulations” means the Regulations under the Act as published or from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations; and

special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

Except as defined above, words and expressions defined in the Act and the Regulations, including “resident Canadian” and “unanimous shareholder agreement”, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.

 

- 5 -


SECTION TWO

BUSINESS OF THE CORPORATION

2.01 Registered Office.—The registered office of the Corporation shall be at the place within the Province of Alberta as is specified in the notice thereof filed with the articles and thereafter as the board may from time to time determine.

2.02 Corporate Seal.—The Corporation may have one or more different corporate seals, which seals may be adopted or changed from time to time by the board.

2.03 Financial Year.—The financial year of the Corporation shall end on such date as may be determined by the directors from time to time.

2.04 Execution of Instruments.—Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two directors or officers. In addition, this does not limit the power of the board to, from time to time, direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.

2.05 Banking Arrangements.—The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.

2.06 Voting Rights in Other Bodies Corporate.—The signing officers of the Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for them. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.07 Divisions.—The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon a basis, including without limitation types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction by the board, the chief executive officer, may authorize from time to time, upon such basis as may be considered appropriate in each case:

 

- 6 -


  (a)

Subdivision and Consolidation—the further division of the business and operations of any division into sub-units and the consolidation of the business and operations of any divisions and sub-units;

 

  (b)

Name—the designation of any division or sub-unit by, and the carrying on of the business and operations of any division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

 

  (c)

Officers—the appointment of officers for any division or sub-unit, the determination of their powers and duties, and the removal of any officers so appointed, provided that any such officers shall not by reason of their being officers of a division or sub-unit, be officers of the Corporation.

SECTION THREE

BORROWING AND SECURITY

3.01 Borrowing Power.—Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles and any unanimous shareholder agreement, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation whether secured or unsecured;

 

  (c)

to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 Delegation.—The board may from time to time delegate to a committee of the board a director or an officer of the Corporation or any other person as may be

 

- 7 -


designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board may determine at the time of such delegation.

SECTION FOUR

DIRECTORS

4.01 Number of Directors.—Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.

4.02 Qualification.—No person shall be qualified for election as a director if he is less than 18 years of age; if he is a dependent adult as defined in The Dependent Adults Act (Alberta) or is the subject of a certificate of incapacity under that Act, is a formal patient as defined in The Mental Health Act (Alberta), is the subject of an order under The Mentally Incapacitated Persons Act (Alberta) appointing a committee of his person or estate or both, or has been found to be a person of unsound mind by a court in Alberta or elsewhere, if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. At least half of the directors shall be resident Canadians.

4.03 Election and Term.—The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors otherwise determine. Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.04 Removal of Directors.—Subject to the Act or a unanimous shareholder agreement the shareholders may by resolution passed at a meeting of shareholders specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the board.

4.05 Vacation of Office.—A director ceases to hold office when he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director; or his written resignation is sent or delivered to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.06 Vacancies.—Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.

 

- 8 -


4.07 Action by the Board.—Subject to any unanimous shareholder agreement, the board shall manage the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to sections 4.08 and 4.09) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

4.08 At Least Half Canadians at Meetings.—The board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least half of the directors present are resident Canadians, except where

 

  (a)

a resident Canadian director who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting; and

 

  (b)

the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under clause (a), totals at least half of the directors present at the meeting.

4.09 Meeting Telephone.—A director may participate in a meeting of the board or of a committee of the board by means of conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

4.10 Place of Meetings.—Meetings of the board may be held at any place in or outside Alberta.

4.11 Calling of Meeting.—Meetings of the board shall be held from time to time at such time and at such place as the board, the chairman of the board, the managing director, the president or any two directors may determine.

4.12 Notice of Meeting.—Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including, if required by the Act, any proposal to:

 

  (a)

submit to the shareholders any question or matter requiring approval of the shareholders;

 

  (b)

fill a vacancy among the directors or in the office of auditor;

 

- 9 -


  (c)

issue securities, except in the manner and on the terms authorized by the directors;

 

  (d)

declare dividends;

 

  (e)

purchase, redeem or otherwise acquire shares issued by the Corporation, except in the manner and on the terms authorized by the directors;

 

  (f)

pay a commission for the sale of shares;

 

  (g)

approve a management proxy circular;

 

  (h)

approve any annual financial statements; or

 

  (i)

adopt, amend or repeal by-laws.

4.13 First Meeting of New Board.—Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.14 Adjourned Meeting.—Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.15 Regular Meetings.—The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.16 Chairman.—The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, managing director or president. If no such officer is present, the directors present shall choose one of their number to be chairman.

4.17 Quorum.—Subject to section 4.08, the quorum for the transaction of business at any meeting of the board shall be a majority of directors or such greater number of directors as the board may from time to time determine. Where the Corporation has a board consisting of only one director, that director may constitute a meeting.

4.18 Votes to Govern.—At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.

 

- 10 -


4.19 Conflict of Interest.—A director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the board or shareholders. Such a director shall not vote on any resolution to approve any such contract or proposed contract except as permitted by the Act.

4.20 Remuneration and Expenses.—Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION FIVE

COMMITTEES

5.01 Committees of the Board.—The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the board has no authority to exercise. At least half of the members of any such committee shall be resident Canadians.

5.02 Transaction of Business.—The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

5.03 Advisory Bodies.—The board may from time to time appoint such advisory bodies as it may deem advisable.

5.04 Procedure.—Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

 

- 11 -


SECTION SIX

OFFICERS

6.01 Appointment.—Subject to any unanimous shareholder agreement, the board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director.

6.02 Chairman of the Board.—The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall have such other powers and duties as the board may specify.

6.03 Managing Director.—The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

6.04 President.—The president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6.05 Secretary.—The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as otherwise may be specified.

6.06 Treasurer.—The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board

 

- 12 -


whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as otherwise may be specified.

6.07 Powers and Duties of Officers.—The powers and duties of all officers shall be such as, the terms of their engagement call for or as the board or (except for those whose powers and duties are to be specified only by the board) the chief executive officer may specify. The board and (except as aforesaid) the chief executive officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

6.08 Term of Office.—The board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until his earlier resignation.

6.09 Agents and Attorneys.—The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

6.10 Conflict of Interest.—An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 4.19.

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 Limitation of Liability.—Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer

 

- 13 -


from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

7.02 Indemnity.—Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation may also indemnify such person in such other circumstances as the Act or law permits. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

SECTION EIGHT

SHARES

8.01 Allotment of Shares.—Subject to the Act, the articles and any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 Commissions.—The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 Registration of Transfers.—Subject to the Act, no transfer of a share shall be registered in a securities register except upon presentation of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.09.

 

- 14 -


8.04 Non-recognition of Trusts.—Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

8.05 Share Certificates.—Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written certificate of acknowledgement of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register.

Such certificates shall be in such form as the board may from time to time approve. Any such certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal.

8.06 Replacement of Share Certificates.—The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.07 Joint Shareholders.—If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.08 Deceased Shareholders.—In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.09 Lien of Indebtedness.—If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

 

- 15 -


SECTION NINE

DIVIDENDS AND RIGHTS

9.01 Dividends.—Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation. Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9.02 Dividend Cheques.—A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.03 Record Date for Dividends and Rights.—The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01 Annual Meetings.—The annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board, the chairman of the board, the managing director or the president may from time to time determine, for

 

- 16 -


the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting

10.02 Special Meetings.—The board, the chairman of the board, the managing director or the president shall have power to call a special meeting of shareholders at any time.

10.03 Place of Meetings.—Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Alberta or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Alberta.

10.04 Notice of Meetings.—Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

10.05 List of Shareholders Entitled to Notice.—If the Corporation has more than 15 shareholders entitled to vote at a meeting of shareholders, it shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to section 10.06, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the records office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.06 Record Date for Notice.—If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

10.07 Meetings Without Notice.—A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote

 

- 17 -


thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held, so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Alberta, shareholders not present or duly represented, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

10.08 Chairman, Secretary and Scrutineers.—The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: managing director, president, chairman of the board, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

10.09 Persons Entitled to be Present.—The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.10 Quorum.—Subject to the Act in respect of a sole shareholder, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, and together holding or representing shares of the Corporation having not less than 51% of the outstanding votes entitled to be cast at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.11 Right to Vote.—Every person named in the list referred to in section 10.05 shall be entitled to vote the shares shown thereon opposite his name at the meeting to which such list relates, except to the extent that (a) where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date or, where the Corporation has not fixed a record date in respect of such

 

- 18 -


meeting, such person has transferred any of his shares after the date on which such list is prepared, and (b) the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than 2 days before the meeting or any shorter period that the chairman of the meeting may permit that his name be included in such list. In any such excepted case the transferee shall be entitled to vote the transferred shares at such meeting.

10.12 Proxyholders and Representatives.—Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder and one or more alternate proxyholders, to attend and act as his representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairman of the meeting. Any such proxyholder or representative need not be a shareholder.

10.13 Time for Deposit of Proxies.—The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours, excluding Saturdays and holidays, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

10.14 Joint Shareholders.—If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

10.15 Votes to Govern.—At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to a second or casting vote.

10.16 Show of Hands.—Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been

 

- 19 -


taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

10.17 Ballots.—On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairman may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.18 Adjournment.—The chairman at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of adjournment. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.19 Action in Writing by Shareholders.—A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.

10.20 Only One Shareholder.—Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

10.21 Meeting by Telephone.—A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means is deemed to be present at the meeting.

 

- 20 -


SECTION ELEVEN

NOTICES

11.01 Method of Giving Notice.—Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

11.02 Notice to Joint Shareholders.—If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03 Computation of Time.—In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be included, unless the computation of time is required by law to be performed differently.

11.04 Undelivered Notices.—If any notice given to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

11.05 Omissions and Errors.—The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06 Persons Entitled by Death or Operation of Law.—Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share

 

- 21 -


prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

11.07 Waiver of Notice.—Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other extent of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.

11.08 Interpretation.—In this by-law,recorded address” means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation.

SECTION TWELVE

EFFECTIVE DATE

12.01 Effective Date.—This by-law shall come into force when made by the board in accordance with the Act.

ENACTED the 6th day of November, 1995.

WITNESS the corporate seal of the Corporation.

 

“Donald R. Leitch”

  C.S.   “Beverley D. Liske”
President     Secretary

 

- 22 -


672540 ALBERTA LTD.

BY-LAW NO. 2

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of 672540 ALBERTA LTD. (hereinafter called the “Corporation”) as follows:

1. The directors may and they are hereby authorized from time to time to

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

limit or increase the amount to be borrowed;

 

  (c)

issue, reissue, sell or pledge bonds, debentures, notes or other securities or debt obligations of the Corporation;

 

  (d)

issue, sell or pledge such bonds, debentures, notes or other securities or debt obligations for such sums and at such prices as may be deemed expedient; and

 

  (e)

mortgage, hypothecate, charge, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation to secure any such bonds, debentures, notes or other securities or debt obligations, or to secure any present or future borrowing, liability or obligation of the Corporation.

2. The directors may from time to time by resolution delegate to the Chairman of the Board of Directors or the President together with the Secretary or to any two directors of the Corporation all or any of the powers conferred on the directors by paragraph 1 of this by-law to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

3. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of a borrowing by-law.

ENACTED the 6th day of November, 1995.

WITNESS the corporate seal of the Corporation.

 

“Donald R. Leitch”   C.S.   “Beverley D. Liske”
President     Secretary

 

 


672540 ALBERTA LTD.

 

 

CANADIAN IMPERIAL BANK OF COMMERCE

 

 

BY-LAW NO. 3

A By-Law respecting the borrowing of money, the issuing of securities and the securing of liabilities by 672540 ALBERTA LTD. (the “Company”).

BE IT ENACTED as a By-Law of the Company as follows:

The directors of the Company may from time to time

 

  (a)

borrow money or otherwise obtain credit upon the credit of the Company in such amounts and upon such terms as may be considered advisable;

 

  (b)

issue, reissue, sell or pledge debt obligations of the Company, including without limitation, bonds, debentures, debenture stock, notes or other securities or obligations of the Company, whether secured or unsecured for such sums, upons such terms, covenants and conditions and at such prices as may be deemed expedient;

 

  (c)

charge, mortgage, hypothecate, pledge, assign, transfer or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Company, including without limitation, book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any money borrowed or any other debt or liability of the Company;

 

  (d)

delegate to such one or more of the officers and directors of the Company as may be designated by the directors all or any of the powers conferred by the foregoing clauses of this By-Law to such extent and in such manner as the directors shall determine at the time of each delegation.

PASSED by the directors and sealed with the Company’s seal this 6th day of November, 1995.

 

“Donald R. Leitch”   C.S.   “Beverley D. Liske”
President     Secretary
EX-99.T3B5 36 d856091dex99t3b5.htm EX-99.T3B5 EX-99.T3B5

Exhibit T3B.5

BY-LAW NO. 1

A by-law relating generally to

the transaction of the business

and affairs of

1683740 ALBERTA LTD.

FRASER MILNER CASGRAIN LLP

2900-10180 101 ST

EDMONTON AB T5J 3V5


BY-LAW NO. 1

A by-law relating generally to

the transaction of the business

and affairs of

1683740 ALBERTA LTD.

ARTICLE 1.    INTERPRETATION

1.1    Definitions

In the By-laws, unless the context requires a different meaning:

 

  (a)

“Act” shall mean the Business Corporations Act, RSA 2000, c. B-9, as amended, and any statute that may be substituted therefor;

 

  (b)

“appoint” shall include “elect” and vice versa;

 

  (c)

“Board” shall mean the board of directors or sole director of the Corporation;

 

  (d)

“By-laws” shall mean all by-laws of the Corporation which are in force;

 

  (e)

“Corporation” shall mean 1683740 ALBERTA LTD., a body corporate incorporated under the Act;

 

  (f)

“President” shall mean the person appointed as president of the Corporation; and

 

  (g)

“Secretary” shall mean the person appointed as secretary of the Corporation.

1.2    Unless defined in section 1.1, words and phrases in the By-laws shall have the meaning set forth in the Act. Words importing the singular shall include the plural, and the converse shall also apply. Words importing gender shall include the masculine, feminine and neuter. Words importing persons shall include individuals, partnerships, associations, bodies corporate, trustees, executors, administrators, associations and legal representatives.

ARTICLE 2.    LIEN ON SHARES

2.1    A lien on shares (the “Subject Shares”) registered in the name of a shareholder (the “Subject Shareholder”) for a debt of the Subject Shareholder to the Corporation (including an amount unpaid in


respect of a share already issued by the Corporation on the date it was continued under the Act), together with interest accrued thereon and any expenses incurred by the Corporation in respect of such debt (the sum of all three amounts shall herein be called the “Debt”), may be enforced by the Corporation by the sale of the Subject Shares, or by the sale of such of the Subject Shares as are required to satisfy the Debt, or by any other action, suit, remedy or proceeding authorized or permitted at law or in equity, provided that prior to selling the Subject Shares the Corporation shall give the Subject Shareholder 7 days written notice (the “Notice”) as follows:

 

  (a)

stating the amount of the Debt;

 

  (b)

demanding immediate payment of the Debt;

 

  (c)

setting forth the matters contained in section 2.2; and

 

  (d)

setting forth the Corporation’s intention to sell the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, if the Debt remains in default for 7 days after receipt of the Notice by the Subject Shareholder.

2.2    Immediately upon receipt of the Notice by the Subject Shareholder,

 

  (a)

the Subject Shareholder shall deliver the security certificate representing the Subject Shares to the Corporation;

 

  (b)

until the Debt is satisfied in full, the president shall be constituted

 

  (i)

as the Subject Shareholder’s proxy to vote for and on his behalf in respect of the Subject Shares and as the Subject Shareholder’s attorney with full power and authority to assent to and adopt in writing any resolutions of the shareholders,

 

  (ii)

as the Subject Shareholder’s attorney with full power and authority to transfer the Subject Shares, and

 

  (iii)

as the Subject Shareholder’s agent with authority to receive and apply any dividends paid on the Subject Shares against the Debt.

2.3    If the Corporation sells the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, the proceeds shall be applied in the following order:

 

  (a)

in payment of any expenses incurred by reason of the Subject Shareholder’s default, including the cost of selling the Subject Shares;

 

  (b)

in satisfaction of the remainder of the Debt; and

 

  (c)

the residue, if any, shall be paid to the Subject Shareholder.


2.4    If all of the Subject Shares are not sold to satisfy the Debt, the Corporation shall issue a security certificate to the Subject Shareholder in respect of the Subject Shares which are not sold.

ARTICLE 3.    DIRECTORS

3.1    Calling Meetings

Upon the written request of a director, the Secretary shall call a meeting of the Board. If the Secretary is unavailable or fails to call a meeting within 24 hours of receipt of such request, any director may call a meeting of the Board in accordance with the provisions of section 3.2.

A meeting of the Board shall be called on 72 hours notice to each director, verbally or in writing, by means of any communication facilities available.

3.2    Place of Meetings

Meetings of the Board shall be held at the place described in the Notice of Meeting.

3.3    Chairman

The President shall act as chairman of a meeting of the Board, or if he is not present within fifteen minutes of the time fixed for holding the meeting, the directors present shall choose one of their number to act as chairman.

3.4    Secretary

If the Secretary is absent from a meeting of the Board, the chairman of the meeting shall appoint some person, who need not be a director, to act as secretary of the meeting.

3.5    Voting

Questions arising at a meeting of the Board shall be decided by a majority of the votes cast, excluding abstentions; and in the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

3.6    Telecommunication Meetings

A director may participate in a meeting of the Board, or of a committee of the Board, by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.


ARTICLE 4.    OFFICERS

4.1    Appointment

The Board may appoint

 

  (a)

a chairman of the Board;

 

  (b)

a president;

 

  (c)

one or more vice-presidents (to whose title may be added words indicating seniority or function);

 

  (d)

a secretary;

 

  (e)

a treasurer; and

 

  (f)

such other officers as the Board may determine, including one or more assistants to any of the officers appointed.

4.2    Chairman of the Board

The chairman of the Board shall be a director and shall have such powers and duties as are called for by the terms of his engagement or as the Board may specify.

4.3    President

The president shall:

 

  (a)

be the chief executive officer of the Corporation;

 

  (b)

have general supervision of the officers and the business of the Corporation; and

 

  (c)

have such other powers and duties as are called for by the terms of his engagement or as the Board may specify.

4.4    Secretary

The secretary shall:

 

  (a)

record the proceedings at all meetings of the Board and shareholders;

 

  (b)

prepare and keep minutes of all such meetings in a book kept for that purpose;


  (c)

give, or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the Board; and

 

  (d)

have such other powers and duties as are called for by the terms of his engagement or as the Board or the president may specify.

4.5    Treasurer

The treasurer shall:

 

  (a)

keep, or cause to be kept, proper accounting records in compliance with the Act;

 

  (b)

be responsible for the deposit of money, the safekeeping of securities and the disbursement of the Corporation’s funds;

 

  (c)

whenever required, render to the Board an account of all transactions and of the financial position of the Corporation; and

 

  (d)

have such other powers and duties as are called for by the terms of his engagement or as the Board or the president may specify.

4.6    Powers and Duties

The powers and duties of all the officers of the corporation shall be such as the terms of their engagement call for or as the Board of Directors may determine. The powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board directs otherwise.

ARTICLE 5.    INDEMNITY TO DIRECTORS, OFFICERS AND OTHERS

5.1    In all circumstances and to the fullest extent permitted by the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

ARTICLE 6.    SHAREHOLDERS

6.1    Chairman

The President shall act as chairman of a meeting of shareholders or if the President is not present within fifteen (15) minutes of the time fixed for holding the meeting, the shareholders present and entitled to vote shall choose one of their number to act as chairman.


6.2    Secretary

The Secretary shall act as secretary of a meeting of shareholders or if the Secretary is absent from a shareholders meeting, the chairman of the meeting shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.

6.3    Telecommunication Meetings

A shareholder or any other person entitled to attend a meeting of shareholders may participate in a meeting of shareholders by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

Enacted by the Board on June 13, 2012

Confirmed by the sole Shareholder on June 13, 2012.


BY-LAW NO. 2

 

 

A BY-LAW AUTHORIZING THE DIRECTORS TO BORROW AND GIVE

SECURITY ON BEHALF OF 1683740 ALBERTA LTD.

                                                                                                                                   

The directors of the corporation may

 

(a)

borrow money on the credit of the corporation;

 

(b)

issue, reissue, sell or pledge debt obligations of the corporation;

 

(c)

give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and

 

(d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

Enacted by the Board on June 13, 2012.

Confirmed by the sole Shareholder on June 13, 2012.

EX-99.T3B6 37 d856091dex99t3b6.htm EX-99.T3B6 EX-99.T3B6

Exhibit T3B.6

CNWL OIL (ESPAÑA) S.A.

CORPORATE BY-LAWS

Article 1. CORPORATE NAME

The name of the Company shall be CNWL OIL (ESPAÑA), S.A.

Article 2. CORPORATE PURPOSE

The purpose of the Company shall be the exploration and exploitation of hydrocarbons in compliance with the Law and other applicable legal provisions and it may perform any acts and agreements related to said corporate purpose.

Article 3. REGISTERED OFFICE

The company shall have its registered office in Madrid, at c/ Orense 58, 11B.

Article 4. DURATION

The Company is organized for an unlimited duration and have commenced its business on the date of its incorporation.

Article 5. CAPITAL

The capital stock is 787,416 euros and shall be represented by 140,610 shares of the same class and series, each with a par value of 5.60 euros, to the bearer, fully subscribed for and paid up, serially numbered from 1 through 140,610, both numbers included.

Article 6. TRANSFER OF SHARES

The shares shall be freely transferable.

Article 7. SHAREHOLDER RIGHTS

Each share confers upon its holder shareholder status and the right to one vote, in addition to the rest of the rights established by the Law in force.

Article 8. CO-OWNERSHIP, USUFRUCT AND PLEDGE OVER SHARES

The shares are indivisible. Co-owners of a single share shall designate a single person to exercise the shareholder rights and shall be jointly and severally liable to the Company for any obligations arising from their shareholder status. The usufruct and pledge over shares shall be governed by the provisions of the Law.

Article 9. MANAGEMENT OF THE COMPANY

The Company shall be governed by the Shareholders’ Meeting and by a Board of Directors.


Article 10. SHAREHOLDERS’ MEETING

The shareholders assembled as a Shareholders’ Meeting shall have supreme authority to decide on any matters of the Company within the authority of the Shareholders Meeting.

Article 11. ANNUAL AND SPECIAL SHAREHOLDERS’ MEETING

Shareholders’ Meetings may be annual or special and shall be called by the Directors or liquidators.

The Annual Shareholders’ Meeting, previously called, shall necessarily assemble within the first six months of each year to review the management of the company, approve, if fitting, the financial statements for the preceding year and resolve on the allocation of profit or loss of the year. Any other Shareholders’ Meeting shall be deemed a Special Shareholders’ Meeting.

Article 12. SHAREHOLDERS’ MEETING – ATTENDANCE – REPRESENTATION – PROCEDURE

Shareholders’ Meetings shall be called through an announcement published in the Official Gazette of the Commercial Registry and in one of the newspapers most widely circulated in the province of the domicile, at least one month in advance of the date established for the meeting. The announcement shall state the company’s name the date and time on which the Shareholders’ Meeting is to assemble at first and second call and the matters to be discussed and the position of the persons calling the meeting. Special Shareholders’ Meetings may be called by the Directors when they deem this necessary or advisable in the interest of the Company and they shall necessary call such meetings at the request of shareholders holding at least 5% of the capital stock, stating in the request the issues to be dealt with.

The Shareholders meeting shall be called within one month after it has been notarially requested to the Administrators to call it including in the agenda the requested issues.

Between the first and the second call there must be at least twenty four hours.

Notwithstanding the above, the Shareholders’ Meeting shall be deemed to have been called and to be validly assembled to discuss any matter whenever the entire capital is present and the shareholders unanimously accept that the meeting be held. The resolutions of the Shareholders Meeting must be adopted by the majority of votes. Except for such instances in which the law or this bylaws requires qualified majorities or which legally need to be adopted.

The Shareholders’ Meeting shall be validly assembled at first call where the shareholders present in person or by proxy hold at least 50% of the subscribed voting capital and, at second call, regardless of the capital present at the meeting.

To resolve on the issue of debentures, the increase or reduction of capital, the re-registration of the Company in another corporate form, the merger or spin off of the Company and, in general, any amendment to the Corporate Bylaws, imposing any limits to the preferred acquisition right, the move abroad of the domicile and the


assignment in whole of the assets and liabilities, it shall be necessary, at first call, for shareholders to be present in person or by proxy holding at least 75% of the subscribed voting capital and, at second call, the presence of 50% of such capital shall suffice. Resolutions shall always be adopted by a majority of the capital present or represented.

Directors shall attend Shareholders’ Meeting either in person or by proxy, unless they are reasonably unable to do so and this shall be recorded in the Minutes. Attendance by electronic means that guarantee the identification of the person in compliance with the legal requirements is envisaged. The Chairman may authorize the attendance of any Managers or Technical Personnel he deems appropriate from time to time, though the Shareholders Meeting may override such authorization. Any shareholder having the right to attend may be represented at the Shareholders’ Meeting by another person who need not be a shareholder, proxies to be conferred in writing and especially for each Shareholders’ Meeting.

Shareholders’ Meetings shall be held in the town or city where the company has its registered office at may be extended for one or more consecutive days at the request of the Directors or of one quarter of the capital present; they shall be presided over by the Chairman of the Board of Directors and, in his absence, by the shareholder elected by the shareholders present. The Chairman shall be assisted by the Secretary of the Board of Directors or by person designated by the shareholders present, as the case may be.

Article 13. THE BOARD OF DIRECTORS

The Board of Directors shall consist of no less than three and no more than nine members. Directors shall be elected by the Shareholders’ Meeting and need not be shareholders of the Company or be obliged to furnish security.

The appointed Directors shall hold office for five years and may be reelected any number of times. The Board of Directors shall elect from among its members the Chairman of the Board and may appoint one or more Deputy Chairmen and one or more Managing Directors. The Board of Directors may appoint one Secretary and one or more Deputy Secretaries who need not be shareholders or directors.

Should any vacancy arise in the Board of Directors, not being any alternates, the Board itself shall have authority to appoint a substitute who shall be a shareholder and shall hold office until the next Shareholders’ Meeting is held and ratifies his office or appoints another person to replace him.

Article 14. POWERS OF THE BOARD OF DIRECTORS

The Board of Directors shall have the fullest powers to represent the Company, with the sole limitation of the powers that are reserves solely to the Shareholders Meeting by the Law.

The Board of Directors shall particularly have the following powers:


1) To represent the Company before any body of the Public Authority, either central or local or semi-public, and before any Tribunals and Courts; and before any natural or legal persons, public or private, without any limitation or restriction.

2) To manage and administer the corporate affairs and interests of the Company in compliance with the Law, attending their management in an ongoing manner. For such purpose it may establish the rules of government and system of management and operation of the Company, organizing and regulating its services.

3) To appoint, post and remove any personnel of the Company, establishing their duties and remuneration.

4) To purchase or acquire in any manner and sell or dispose of in any manner any movable or real property and rights of the Company.

5) To take money on loan from any Banks or financial or credit Institutions offering financial security or otherwise, including security over real estate.

6) To lease movables or real estate of any kind without limitation as regards the term, prices or other conditions.

7) To open, maintain, operate and close, in the name of the Company, current, special, savings and other accounts, depositing amounts therein and drawing on such funds through checks, bills of exchange, promissory notes and other documents.

8) To draw, accept, secure, endorse, collect and submit for trading and discount bills of exchange, promissory notes and any other strict orders of payment and to protest them for lack of acceptance or payment.

9) To receive payments of amounts due or owned by the Company for any reason for any reason from any individual or legal person, including amounts receivable or deposits of the Public Treasury, Tax Offices or other state or semi-public bodies; to sign receipts and issue letters of payment for such amounts, render and demand the rendering of accounts, contesting or approving them; to create, cancel or withdraw deposits of any kind including with the Government Depository (Caja General de Depósitos) or its Branches.

10) To collect letters sent by ordinary or registered mail and shipments addressed to the Company, to open them and, in general, to open and sign any correspondence of the Company; to keep any books of the Company, in compliance with the Law, as may be necessary or advisable.

11) To request entries and registrations on the records and books of the Company; to pay taxes, submitting the tax returns demanded by the tax laws; to bring claims against the allocation and calculation of the taxable amounts should they be deemed inappropriate; to appeal any decisions of the authorities and civil servants of the State, Province and Municipal Authority, as may be deemed inappropriate; to file claims, serve notices and lodge appeals before the authorities, bodies and civil servants in question.


12) To make execute and sign any contracts and agreements relating to the purposes and objectives of the Company, freely agreeing any arrangement, commitment and obligation.

13) To represent the Company in any auctions or procedures for award, submitting bids and accepting the results thereof; to represent the Company and exercise all its rights without limitation in any suspension of payments, bankruptcy or similar proceeding.

14) To reach settlement in court or out of court relating to matters subject to court proceedings or otherwise, and to submit any dispute in which the Company may have an interest to the decision or arbitrators.

15) To confer and sign powers of attorney upon Lawyers and Court Solicitors to represent the Company before any Court of justice, as plaintiff, defendant or in any other capacity, conferring upon such attorneys in fact any powers deemed advisable without restriction.

16) To decide and resolve on the creation, cancellation or relocation of Branches of the Branch (sic.).

The above list is merely informative and implies no limitation, it to be understood that the Board of Directors shall have authority to exercise the fullest powers with the exception contemplated in the first paragraph of this Article.

Article 15. PROCEDURE OF THE BOARD

The Board of Directors shall be called by the Chairman or by the person acting as such, on his own initiative or at the request of at least two Directors. The Board shall be validly assembled where half plus one of its members are present, in person or by proxy, unless a higher quorum is required by law. Each Director may, through a letter or telegram addressed to the Chairman, appoint another Director to act as his proxy. Ballots held through the written procedure and without assembly shall be valid provided that none of the Directors has objected to such procedure.

Resolutions shall be adopted by an absolute majority of the Directors present, although the permanent delegation of any power to the Executive Committee or to the Managing Director or the appointment of the person to hold such offices shall require the vote in favor of two thirds of the members of the Board

The discussions and resolutions of the Board shall be recorded in a minutes book each set of minutes to be signed by the Chairman and by the Secretary.

Article 16. FINANCIAL YEAR – ANNUAL FINANCIAL STATEMENTS

The financial year shall commence on the 1st of January and end on the 31st of December each calendar year and the directors shall prepare, with reference to the closing of each year at December 31 each year and within the following three months the appropriate balance sheet, income statement, notes to the financial statements,


management report and proposal for the allocation of profit or loss. The annual financial statements and the management report shall be reviewed by auditors, other than in the case of an abridged balance sheet. The annual financial statements shall be submitted to the Shareholders’ Meeting for approval.

Article 17. DISTRIBUTION OF RESULTS

The profits of each financial year established as provided for in the above Article shall be distributed as may be resolved by the Shareholders’ Meeting, in accordance with the approved balance sheet and in compliance with the Law and, after the provisions established by law or under the bylaws have been made and only provided that the net equity is not and will not become due to such distribution lower than the capital stock. In any event, an amount equal to 10% of the profit shall be allocated to the statutory reserve until such reserve reaches, at least, 20% of the capital stock.

Should there be losses from previous fiscal years that would make the figure of the Company’s net assets lower than the share capital, the profits will be used to compensate such losses.

Article 18. DISSOLUTION AND LIQUIDATION OF THE COMPANY

The Company shall be dissolved by a resolution of the Shareholders’ Meeting adopted in compliance with the Law and in other events of dissolution established.

The Shareholders’ Meeting that resolves the dissolution shall appoint the liquidators, always in an odd number with the powers established by the Law or by the Shareholders’ Meeting.

EX-99.T3B7 38 d856091dex99t3b7.htm EX-99.T3B7 EX-99.T3B7

Exhibit T3B.7

BY-LAW NO. 1

of

DYNATEC TECHNOLOGIES LTD.

(the “Corporation”)

1. INTERPRETATION

1.1 Expressions used in this By-law shall have the same meanings as corresponding expressions in the Business Corporations Act (Ontario) (the “Act”).

2. CORPORATE SEAL

2.1 Until changed by the directors, the corporate seal of the Corporation shall be in the form impressed in the margin hereof.

3. FINANCIAL YEAR

3.1 Until changed by the directors, the financial year of the Corporation shall end on the last day of December in each year.

4. DIRECTORS

4.1 Number. The number of directors shall be not fewer than the minimum and not more than the maximum provided in the articles. At each election of directors the number elected shall be such number as shall be determined from time to time by special resolution or, if the directors are empowered by special resolution to determine the number, by the directors.

4.2 Quorum. A quorum of directors shall be two-fifths of the number of directors or such greater number as the directors or shareholders may from time to time determine.

4.3 Calling of Meetings. Meetings of the directors shall be held at such time and place within or outside Ontario as the Chairman of the Board, the President or any two directors may determine. A majority of meetings of directors need not be held within Canada in any financial year.

4.4 Notice of Meetings. Notice of the time and place of each meeting of directors shall be given to each director by telephone not less than 48 hours before the time of the meeting


or by written notice not less than four days before the date of the meeting, provided that the first meeting immediately following a meeting of shareholders at which directors are elected may be held without notice if a quorum is present. Meetings may be held without notice if the directors waive or are deemed to waive notice.

4.5 Chairman. The Chairman of the Board, or in his absence the President if a director, or in his absence a director chosen by the directors at the meeting, shall be chairman of any meeting of directors.

4.6 Voting at Meetings. At meetings of directors each director shall have one vote and questions shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

5. OFFICERS

5.1 General. The directors may from time to time appoint a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the directors may determine.

5.2 Chairman of the Board. The Chairman of the Board, if any, shall be appointed from among the directors and when present shall be chairman of meetings of directors and shareholders and shall have such other powers and duties as the directors may determine.

5.3 President. Unless the directors otherwise determine the President shall be appointed from among the directors and shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs and in the absence of the Chairman of the Board shall be chairman of meetings of directors and shareholders when present.

5.4 Vice-President. A Vice-President shall have such powers and duties as the directors or the chief executive officer may determine.

5.5 Secretary. The Secretary shall give required notices to shareholders, directors, auditors and members of committees, act as secretary of meetings of directors and shareholders when present, keep and enter minutes of such meetings, maintain the corporate records of the


Corporation, have custody of the corporate seal and shall have such other powers and duties as the directors or the chief executive officer may determine.

5.6 Treasurer. The Treasurer shall keep proper accounting records in accordance with the Act, have supervision over the safekeeping of securities and the deposit and disbursement of funds of the Corporation, report as required on the financial position of the Corporation, and have such other powers and duties as the directors or the chief executive officer may determine.

5.7 Assistants. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant unless the directors or the chief executive officer otherwise direct.

5.8 Variation of Duties. The directors may, from time to time, vary, add to or limit the powers and duties of any officer.

5.9 Term of Office. Each officer shall hold office until his successor is elected or appointed, provided that the directors may at any time remove any officer from office but such removal shall not affect the rights of such officer under any contract of employment with the Corporation.

6. INDEMNIFICATION AND INSURANCE

6.1 Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and the heirs and legal representative of such a person to the extent permitted by the Act.

6.2 Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in the preceding section to the extent permitted by the Act.

7. SHAREHOLDERS

7.1 Quorum. A quorum for the transaction of business at a meeting of shareholders shall be two persons present and each entitled to vote at the meeting.


7.2 Casting Vote. In case of an equality of votes at a meeting of shareholders the Chairman of the meeting shall have a second or casting vote.

7.3 Electronic Meetings. A meeting of shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at a meeting or establishes a communications link to a meeting shall be deemed to be present at that meeting.

7.4 Scrutineers. The Chairman at any meeting of shareholders may appoint one or more persons (who need not be shareholders) to act as scrutineer or scrutineers at the meeting.

8. DIVIDENDS AND RIGHTS

8.1 Declaration of Dividends. Subject to the Act, the directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.

8.2 Cheques. A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their address in the Corporation’s securities register. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

8.3 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the directors may from time to time prescribe, whether generally or in any particular case.


8.4 Unclaimed Dividends. Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9. EXECUTION OF INSTRUMENTS

9.1 Deeds, transfers, assignments, agreements, proxies and other instruments may be signed on behalf of the Corporation by any two directors or by a director and an officer or by one of the Chairman of the Board, the President and a Vice-President together with one of the Secretary and the Treasurer or in such other manner as the directors may determine; except that insider trading reports may be signed on behalf of the Corporation by any one director or officer of the Corporation.

10. NOTICE

10.1 A notice mailed to a shareholder, director, auditor or member of a committee shall be deemed to have been received on the fifth day after mailing.

10.2 Accidental omission to give any notice to any shareholder, director, auditor or member of a committee or non-receipt of any notice or any error in a notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.


RESOLVED THAT the foregoing by-law is made a by-law of the Corporation by the signatures hereto of all the directors of the Corporation pursuant to the Business Corporations Act (Ontario), this 14th day of September, 2007.

 

/s/ Jowdat Waheed
Jowdat Waheed

 

/s/ Guy I. Bentinck
Guy I. Bentinck

 

/s/ Julie Lee Harrs

Julie Lee Harrs

RESOLVED THAT the foregoing by-law is confirmed as a by-law of the Corporation by the signature hereto of the sole shareholder of the Corporation pursuant to the Business Corporations Act (Ontario), this 14th day of September, 2007.

 

SHERRITT INTERNATIONAL CORPORATION
By:   /s/ Julie A. Lee Harrs
  Name: Julie A. Lee Harrs
 

Title: Senior Vice President, General Counsel and

          Corporate Secretary

EX-99.T3B8 39 d856091dex99t3b8.htm EX-99.T3B8 EX-99.T3B8

Exhibit T3B.8

BY-LAW NO. 1

A by-law relating generally to

the transaction of the business

and affairs of

OG FINANCE INC.

FRASER MILNER CASGRAIN LLP

2900-10180 101 ST

EDMONTON AB T5J 3V5


BY-LAW NO. 1

A by-law relating generally to

the transaction of the business

and affairs of

OG FINANCE INC.

ARTICLE 1. INTERPRETATION

 

1.1

Definitions

In the By-laws, unless the context requires a different meaning:

 

  (a)

“Act” shall mean the Business Corporations Act, RSA 2000, c. B-9, as amended, and any statute that may be substituted therefor;

 

  (b)

“appoint” shall include “elect” and vice versa;

 

  (c)

“Board” shall mean the board of directors or sole director of the Corporation;

 

  (d)

“By-laws” shall mean all by-laws of the Corporation which are in force;

 

  (e)

“Corporation” shall mean OG FINANCE INC., a body corporate incorporated under the Act;

 

  (f)

“President” shall mean the person appointed as president of the Corporation; and

 

  (g)

“Secretary” shall mean the person or persons appointed as secretary or assistant secretary of the Corporation, from time to time.

1.2 Unless defined in section 1.1, words and phrases in the By-laws shall have the meaning set forth in the Act. Words importing the singular shall include the plural, and the converse shall also apply. Words importing gender shall include the masculine, feminine and neuter. Words importing persons shall include individuals, partnerships, associations, bodies corporate, trustees, executors, administrators, associations and legal representatives.


ARTICLE 2. LIEN ON SHARES

2.1 A lien on shares (the “Subject Shares”) registered in the name of a shareholder (the “Subject Shareholder”) for a debt of the Subject Shareholder to the Corporation (including an amount unpaid in respect of a share already issued by the Corporation on the date it was continued under the Act), together with interest accrued thereon and any expenses incurred by the Corporation in respect of such debt (the sum of all three amounts shall herein be called the “Debt”), may be enforced by the Corporation by the sale of the Subject Shares, or by the sale of such of the Subject Shares as are required to satisfy the Debt, or by any other action, suit, remedy or proceeding authorized or permitted at law or in equity, provided that prior to selling the Subject Shares the Corporation shall give the Subject Shareholder 7 days written notice (the “Notice”) as follows:

 

  (a)

stating the amount of the Debt;

 

  (b)

demanding immediate payment of the Debt;

 

  (c)

setting forth the matters contained in section 2.2; and

 

  (d)

setting forth the Corporation’s intention to sell the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, if the Debt remains in default for 7 days after receipt of the Notice by the Subject Shareholder.

2.2 Immediately upon receipt of the Notice by the Subject Shareholder,

 

  (a)

the Subject Shareholder shall deliver the security certificate representing the Subject Shares to the Corporation;

 

  (b)

until the Debt is satisfied in full, the president shall be constituted

 

  (i)

as the Subject Shareholder’s proxy to vote for and on his behalf in respect of the Subject Shares and as the Subject Shareholder’s attorney with full power and authority to assent to and adopt in writing any resolutions of the shareholders,

 

  (ii)

as the Subject Shareholder’s attorney with full power and authority to transfer the Subject Shares, and

 

  (iii)

as the Subject Shareholder’s agent with authority to receive and apply any dividends paid on the Subject Shares against the Debt.

2.3 If the Corporation sells the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, the proceeds shall be applied in the following order:

 

  (a)

in payment of any expenses incurred by reason of the Subject Shareholder’s default, including the cost of selling the Subject Shares;


  (b)

in satisfaction of the remainder of the Debt; and

 

  (c)

the residue, if any, shall be paid to the Subject Shareholder.

2.4 If all of the Subject Shares are not sold to satisfy the Debt, the Corporation shall issue a security certificate to the Subject Shareholder in respect of the Subject Shares which are not sold.

ARTICLE 3. DIRECTORS

 

3.1

Calling Meetings

Upon the written request of a director, the Secretary, or any one of them, shall call a meeting of the Board. If the Secretary (or in the case of more than one, each of them) is unavailable or fails to call a meeting within 24 hours of receipt of such request, any director may call a meeting of the Board in accordance with the provisions of section 3.2.

A meeting of the Board shall be called on 72 hours notice to each director, verbally or in writing, by means of any communication facilities available.

 

3.2

Place of Meetings

Meetings of the Board shall be held at the place described in the Notice of Meeting.

 

3.3

Chairman

The President shall act as chairman of a meeting of the Board, or if he is not present within fifteen minutes of the time fixed for holding the meeting, the directors present shall choose one of their number to act as chairman.

 

3.4

Secretary

If the Secretary (or in the case of more than one, each of them) is absent from a meeting of the Board, the chairman of the meeting shall appoint some person, who need not be a director, to act as secretary of the meeting.

 

3.5

Voting

Questions arising at a meeting of the Board shall be decided by a majority of the votes cast, excluding abstentions; and in the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.


3.6

Telecommunication Meetings

A director may participate in a meeting of the Board, or of a committee of the Board, by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

ARTICLE 4. OFFICERS

 

4.1

Appointment

The Board may appoint

 

  (a)

a chairman of the Board;

 

  (b)

a president;

 

  (c)

a chief financial officer;

 

  (d)

one or more vice-presidents (to whose title may be added words indicating seniority or function);

 

  (e)

one or more secretaries;

 

  (f)

one or more assistant secretaries; and

 

  (g)

such other officers as the Board may determine, including one or more assistants to any of the officers appointed.

 

4.2

Chairman of the Board

The chairman of the Board shall be a director and shall have such powers and duties as are called for by the terms of his engagement or as the Board may specify.

 

4.3

President

The President shall:

 

  (a)

be the chief executive officer of the Corporation;

 

  (b)

have general supervision of the officers and the business of the Corporation; and

 

  (c)

have such other powers and duties as are called for by the terms of his engagement or as the Board may specify.


4.4

Secretary

The Secretary, or any one of them, shall:

 

  (a)

record the proceedings at all meetings of the Board and shareholders;

 

  (b)

prepare and keep minutes of all such meetings in a book kept for that purpose;

 

  (c)

give, or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the Board; and

 

  (d)

have such other powers and duties as are called for by the terms of his engagement or as the Board or the president may specify.

 

4.5

Chief Financial Officer

The chief financial officer shall:

 

  (a)

keep, or cause to be kept, proper accounting records in compliance with the Act;

 

  (b)

be responsible for the deposit of money, the safekeeping of securities and the disbursement of the Corporation’s funds;

 

  (c)

whenever required, render to the Board an account of all transactions and of the financial position of the Corporation; and

 

  (d)

have such other powers and duties as are called for by the terms of his engagement or as the Board or the president may specify.

 

4.6

Powers and Duties

The powers and duties of all the officers of the Corporation shall be such as the terms of their engagement call for or as the Board of Directors may determine. The powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board directs otherwise.

ARTICLE 5. INDEMNITY TO DIRECTORS, OFFICERS AND OTHERS

5.1 In all circumstances and to the fullest extent permitted by the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.


ARTICLE 6. SHAREHOLDERS

 

6.1

Chairman

The President shall act as chairman of a meeting of shareholders or if the President is not present within fifteen (15) minutes of the time fixed for holding the meeting, the shareholders present and entitled to vote shall choose one of their number to act as chairman.

 

6.2

Secretary

The Secretary, or any one of them, shall act as secretary of a meeting of shareholders as determined by the President or if the Secretary (or in the case of more than one, each of them) is absent from a shareholders meeting, the chairman of the meeting shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.

 

6.3

Telecommunication Meetings

A shareholder or any other person entitled to attend a meeting of shareholders may participate in a meeting of shareholders by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

Enacted by the Board on October 18, 2012

Confirmed by the sole Shareholder on October 18, 2012.


BY-LAW NO. 2

A BY-LAW AUTHORIZING THE DIRECTORS TO BORROW AND GIVE

SECURITY ON BEHALF OF POWER FINANCE INC.

 

 

The directors of the corporation may

 

(a)

borrow money on the credit of the corporation;

 

(b)

issue, reissue, sell or pledge debt obligations of the corporation;

 

(c)

give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and

 

(d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

Enacted by the Board on October 18, 2012.

Confirmed by the sole Shareholder on October 18, 2012.

EX-99.T3B9 40 d856091dex99t3b9.htm EX-99.T3B9 EX-99.T3B9

Exhibit T3B.9

BY-LAW NO. 1

A by-law relating generally to

the transaction of the business

and affairs of

POWER FINANCE INC.

FRASER MILNER CASGRAIN LLP

2900-10180 101 ST

EDMONTON AB T5J 3V5


BY-LAW NO. 1

A by-law relating generally to

the transaction of the business

and affairs of

POWER FINANCE INC.

ARTICLE 1. INTERPRETATION

 

1.1

Definitions

In the By-laws, unless the context requires a different meaning:

 

  (a)

“Act” shall mean the Business Corporations Act, RSA 2000, c. B-9, as amended, and any statute that may be substituted therefor;

 

  (b)

“appoint” shall include “elect” and vice versa;

 

  (c)

“Board” shall mean the board of directors or sole director of the Corporation;

 

  (d)

“By-laws” shall mean all by-laws of the Corporation which are in force;

 

  (e)

“Corporation” shall mean POWER FINANCE INC., a body corporate incorporated under the Act;

 

  (f)

“President” shall mean the person appointed as president of the Corporation; and

 

  (g)

“Secretary” shall mean the person or persons appointed as secretary or assistant secretary of the Corporation, from time to time.

1.2 Unless defined in section 1.1, words and phrases in the By-laws shall have the meaning set forth in the Act. Words importing the singular shall include the plural, and the converse shall also apply. Words importing gender shall include the masculine, feminine and neuter. Words importing persons shall include individuals, partnerships, associations, bodies corporate, trustees, executors, administrators, associations and legal representatives.


ARTICLE 2. LIEN ON SHARES

2.1 A lien on shares (the “Subject Shares”) registered in the name of a shareholder (the “Subject Shareholder”) for a debt of the Subject Shareholder to the Corporation (including an amount unpaid in respect of a share already issued by the Corporation on the date it was continued under the Act), together with interest accrued thereon and any expenses incurred by the Corporation in respect of such debt (the sum of all three amounts shall herein be called the “Debt”), may be enforced by the Corporation by the sale of the Subject Shares, or by the sale of such of the Subject Shares as are required to satisfy the Debt, or by any other action, suit, remedy or proceeding authorized or permitted at law or in equity, provided that prior to selling the Subject Shares the Corporation shall give the Subject Shareholder 7 days written notice (the “Notice”) as follows:

 

  (a)

stating the amount of the Debt;

 

  (b)

demanding immediate payment of the Debt;

 

  (c)

setting forth the matters contained in section 2.2; and

 

  (d)

setting forth the Corporation’s intention to sell the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, if the Debt remains in default for 7 days after receipt of the Notice by the Subject Shareholder.

2.2 Immediately upon receipt of the Notice by the Subject Shareholder,

 

  (a)

the Subject Shareholder shall deliver the security certificate representing the Subject Shares to the Corporation;

 

  (b)

until the Debt is satisfied in full, the president shall be constituted

 

  (i)

as the Subject Shareholder’s proxy to vote for and on his behalf in respect of the Subject Shares and as the Subject Shareholder’s attorney with full power and authority to assent to and adopt in writing any resolutions of the shareholders,

 

  (ii)

as the Subject Shareholder’s attorney with full power and authority to transfer the Subject Shares, and

 

  (iii)

as the Subject Shareholder’s agent with authority to receive and apply any dividends paid on the Subject Shares against the Debt.

2.3 If the Corporation sells the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, the proceeds shall be applied in the following order:

 

  (a)

in payment of any expenses incurred by reason of the Subject Shareholder’s default, including the cost of selling the Subject Shares;


  (b)

in satisfaction of the remainder of the Debt; and

 

  (c)

the residue, if any, shall be paid to the Subject Shareholder.

2.4 If all of the Subject Shares are not sold to satisfy the Debt, the Corporation shall issue a security certificate to the Subject Shareholder in respect of the Subject Shares which are not sold.

ARTICLE 3. DIRECTORS

 

3.1

Calling Meetings

Upon the written request of a director, the Secretary, or any one of them, shall call a meeting of the Board. If the Secretary (or in the case of more than one, each of them) is unavailable or fails to call a meeting within 24 hours of receipt of such request, any director may call a meeting of the Board in accordance with the provisions of section 3.2.

A meeting of the Board shall be called on 72 hours notice to each director, verbally or in writing, by means of any communication facilities available.

 

3.2

Place of Meetings

Meetings of the Board shall be held at the place described in the Notice of Meeting.

 

3.3

Chairman

The President shall act as chairman of a meeting of the Board, or if he is not present within fifteen minutes of the time fixed for holding the meeting, the directors present shall choose one of their number to act as chairman.

 

3.4

Secretary

If the Secretary (or in the case of more than one, each of them) is absent from a meeting of the Board, the chairman of the meeting shall appoint some person, who need not be a director, to act as secretary of the meeting.

 

3.5

Voting

Questions arising at a meeting of the Board shall be decided by a majority of the votes cast, excluding abstentions; and in the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.


3.6

Telecommunication Meetings

A director may participate in a meeting of the Board, or of a committee of the Board, by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

ARTICLE 4. OFFICERS

 

4.1

Appointment

The Board may appoint

 

  (a)

a chairman of the Board;

 

  (b)

a president;

 

  (c)

a chief financial officer;

 

  (d)

one or more vice-presidents (to whose title may be added words indicating seniority or function);

 

  (e)

one or more secretaries;

 

  (f)

one or more assistant secretaries; and

 

  (g)

such other officers as the Board may determine, including one or more assistants to any of the officers appointed.

 

4.2

Chairman of the Board

The chairman of the Board shall be a director and shall have such powers and duties as are called for by the terms of his engagement or as the Board may specify.

 

4.3

President

The President shall:

 

  (a)

be the chief executive officer of the Corporation;

 

  (b)

have general supervision of the officers and the business of the Corporation; and

 

  (c)

have such other powers and duties as are called for by the terms of his engagement or as the Board may specify.


4.4

Secretary

The Secretary, or any one of them, shall:

 

  (a)

record the proceedings at all meetings of the Board and shareholders;

 

  (b)

prepare and keep minutes of all such meetings in a book kept for that purpose;

 

  (c)

give, or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the Board; and

 

  (d)

have such other powers and duties as are called for by the terms of his engagement or as the Board or the president may specify.

 

4.5

Chief Financial Officer

The chief financial officer shall:

 

  (a)

keep, or cause to be kept, proper accounting records in compliance with the Act;

 

  (b)

be responsible for the deposit of money, the safekeeping of securities and the disbursement of the Corporation’s funds;

 

  (c)

whenever required, render to the Board an account of all transactions and of the financial position of the Corporation; and

 

  (d)

have such other powers and duties as are called for by the terms of his engagement or as the Board or the president may specify.

 

4.6

Powers and Duties

The powers and duties of all the officers of the Corporation shall be such as the terms of their engagement call for or as the Board of Directors may determine. The powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board directs otherwise.

ARTICLE 5. INDEMNITY TO DIRECTORS, OFFICERS AND OTHERS

5.1 In all circumstances and to the fullest extent permitted by the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.


ARTICLE 6. SHAREHOLDERS

 

6.1

Chairman

The President shall act as chairman of a meeting of shareholders or if the President is not present within fifteen (15) minutes of the time fixed for holding the meeting, the shareholders present and entitled to vote shall choose one of their number to act as chairman.

 

6.2

Secretary

The Secretary, or any one of them, shall act as secretary of a meeting of shareholders as determined by the President or if the Secretary (or in the case of more than one, each of them) is absent from a shareholders meeting, the chairman of the meeting shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.

 

6.3

Telecommunication Meetings

A shareholder or any other person entitled to attend a meeting of shareholders may participate in a meeting of shareholders by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

Enacted by the Board on October 18, 2012

Confirmed by the sole Shareholder on October 18, 2012.


BY-LAW NO. 2

A BY-LAW AUTHORIZING THE DIRECTORS TO BORROW AND GIVE

SECURITY ON BEHALF OF POWER FINANCE INC.

 

 

The directors of the corporation may

 

(a)

borrow money on the credit of the corporation;

 

(b)

issue, reissue, sell or pledge debt obligations of the corporation;

 

(c)

give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and

 

(d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

Enacted by the Board on October 18, 2012.

Confirmed by the sole Shareholder on October 18, 2012.

EX-99.T3B10 41 d856091dex99t3b10.htm EX-99.T3B10 EX-99.T3B10

 

Exhibit T3B.10

BYLAW NO. 1

A bylaw relating generally to

the transaction of the business

and affairs of

SHERRITT BULK COMMODITIES AND TRANSPORTATION LTD.

ARTICLE 1 INTERPRETATION

 

1.1

Definitions

Bylaws, unless the context requires a different meaning:

 

  (a)

Act” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, and any statute that may be substituted therefor;

 

  (b)

appoint” includes “elect” and vice versa;

 

  (c)

Board” means the board of directors or sole director of the Corporation;

 

  (d)

Bylaws” means all bylaws of the Corporation which are in force;

 

  (e)

Corporation” means Sherritt Bulk Commodities and Transportation Ltd., a body corporate incorporated under the Act;

 

  (f)

President” means the person appointed as president of the Corporation; and

 

  (g)

Secretary” means the person appointed as secretary of the Corporation.

 

1.2

Additional Rules

Unless defined in section 1.1, words and phrases in the Bylaws have the respective meanings set forth in the Act. Words importing the singular shall include the plural, and the converse also applies. Words importing gender include the masculine, feminine and neuter. Words importing persons include individuals, partnerships, associations, bodies corporate, trustees, executors, administrators and legal representatives.

ARTICLE 2 LIEN ON SHARES

 

2.1

Enforcement of Lien

A lien on shares (the “Subject Shares”) registered in the name of a shareholder (the “Subject Shareholder”) for a debt of the Subject Shareholder to the Corporation (including an amount unpaid in respect of a share already issued by the Corporation on the date it was continued under the Act), together with interest accrued thereon and any expenses incurred by the Corporation in respect of such debt (the sum of all three amounts is herein called the “Debt”), may be enforced by the Corporation by the sale of the Subject Shares, or by the sale of such of the Subject Shares as are required to satisfy the Debt, or by any other action, suit, remedy or proceeding authorized or permitted at law or in equity, provided that prior to selling the Subject Shares the Corporation shall give the Subject Shareholder seven days written notice (the “Notice”) as follows:

 

  (a)

stating the amount of the Debt;

 

41108410_1|NATDOCS


 

- 2 -

  (b)

demanding immediate payment of the Debt;

 

  (c)

setting forth the matters contained in section 2.2; and

 

  (d)

setting forth the Corporation’s intention to sell the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, if the Debt remains in default for seven days after receipt of the Notice by the Subject Shareholder.

 

2.2

Proxy, Attorney and Agent

Immediately upon receipt of the Notice by the Subject Shareholder,

 

  (a)

the Subject Shareholder shall deliver the share certificate representing the Subject Shares to the Corporation;

 

  (b)

until the Debt is satisfied in full, the president shall be constituted

 

  (i)

as the Subject Shareholder’s proxy to vote for and on his or her behalf in respect of the Subject Shares and as the Subject Shareholder’s attorney with full power and authority to assent to and adopt in writing any resolutions of the shareholders,

 

  (ii)

as the Subject Shareholder’s attorney with full power and authority to transfer the Subject Shares, and

 

  (iii)

as the Subject Shareholder’s agent with authority to receive and apply any dividends paid on the Subject Shares against the Debt.

 

2.3

Proceeds of Sale

If the Corporation sells the Subject Shares, or such of the Subject Shares as are required to satisfy the Debt, the proceeds shall be applied in the following order:

 

  (a)

in payment of any expenses incurred by reason of the Subject Shareholder’s default, including the cost of selling the Subject Shares;

 

  (b)

in satisfaction of the remainder of the Debt; and

 

  (c)

the residue, if any, shall be paid to the Subject Shareholder.

 

2.4

Certificate for Unsold Shares

If all of the Subject Shares are not sold to satisfy the Debt, the Corporation shall issue a share certificate to the Subject Shareholder in respect of the Subject Shares which are not sold.

ARTICLE 3 DIRECTORS

 

3.1

Calling Meetings

Upon the written request of a director, the Secretary shall call a meeting of the Board. If the Secretary is unavailable or fails to call a meeting within twenty-four hours of receipt of such request, any director may call a meeting of the Board in accordance with the provisions of section 3.2.

 

41108410_1|NATDOCS


 

- 3 -

A meeting of the Board shall be called on seventy-two hours’ notice to each director, verbally or in writing, by means of any communication facilities available.

 

3.2

Place of Meetings

Meetings of the Board shall be held at the place described in the Notice of Meeting.

 

3.3

Chairman

The President shall act as chairman of a meeting of the Board, or if he or she is not present within fifteen minutes of the time fixed for holding the meeting, the directors present shall choose one of their number to act as chairman.

 

3.4

Secretary

If the Secretary is absent from a meeting of the Board, the chairman of the meeting shall appoint some person, who need not be a director, to act as secretary of the meeting.

 

3.5

Voting

Questions arising at a meeting of the Board shall be decided by a majority of the votes cast, excluding abstentions; and in the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

 

3.6

Telecommunication Meetings

A director may participate in a meeting of the Board, or of a committee of the Board, by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

ARTICLE 4 OFFICERS

 

4.1

Appointment

The Board may appoint

 

  (a)

a chairman of the Board;

 

  (b)

a president;

 

  (c)

one or more vice-presidents (to whose title may be added words indicating seniority or function);

 

  (d)

a secretary;

 

  (e)

a treasurer; and

 

  (f)

such other officers as the Board may determine, including one or more assistants to any of the officers appointed.

 

4.2

Chairman of the Board

The chairman of the Board shall be a director and shall have such powers and duties as are called for by the terms of his or her engagement or as the Board may specify.

 

41108410_1|NATDOCS


 

- 4 -

4.3

President

The president shall:

 

  (a)

be the chief executive officer of the Corporation;

 

  (b)

have general supervision of the officers and the business of the Corporation; and

 

  (c)

have such other powers and duties as are called for by the terms of his or her engagement or as the Board may specify.

 

4.4

Secretary

The secretary shall:

 

  (a)

record the proceedings at all meetings of the Board and shareholders;

 

  (b)

prepare and keep minutes of all such meetings in a book kept for that purpose;

 

  (c)

give, or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the Board; and

 

  (d)

have such other powers and duties as are called for by the terms of his or her engagement or as the Board or the president may specify.

 

4.5

Treasurer

The treasurer shall:

 

  (a)

keep, or cause to be kept, proper accounting records in compliance with the Act;

 

  (b)

be responsible for the deposit of money, the safekeeping of securities and the disbursement of the Corporation’s funds;

 

  (c)

whenever required, render to the Board an account of all transactions and of the financial position of the Corporation; and

 

  (d)

have such other powers and duties as are called for by the terms of his or her engagement or as the Board or the president may specify.

 

4.6

Powers and Duties

The powers and duties of all the officers of the Corporation shall be such as the terms of their engagement call for or as the Board of Directors may determine. The powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board directs otherwise.

ARTICLE 5 INDEMNITY TO DIRECTORS AND OFFICERS

 

5.1

Indemnity

In all circumstances and to the fullest extent permitted by the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his or her heirs and legal

 

41108410_1|NATDOCS


 

- 5 -

representatives. Nothing in this bylaw shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this bylaw.

ARTICLE 6 SHAREHOLDERS

 

6.1

Chairman

The President shall act as the chairman of any meeting of shareholders or if the President is not present within fifteen minutes of the time fixed for holding the meeting, the shareholders present and entitled to vote shall choose one of their number to act as chairman.

 

6.2

Secretary

The Secretary shall act as the secretary of any meeting of shareholders or if the Secretary is absent from the meeting, the chairman of the meeting shall appoint another individual, who need not be a shareholder, to act as the secretary of the meeting.

 

6.3

Telecommunication Meetings

A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

Enacted by the Board as of August 23, 2019.

Confirmed by the Shareholder as of August 23, 2019.

 

41108410_1|NATDOCS


 

BYLAW NO. 2

A bylaw authorizing the directors

to borrow and give security on behalf of

SHERRITT BULK COMMODITIES AND TRANSPORTATION LTD.

The directors of the Corporation may:

 

  (a)

borrow money on the credit of the Corporation;

 

  (b)

issue, reissue, sell or pledge debt obligations of the Corporation;

 

  (c)

give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

Enacted by the Board as of August 23, 2019.

Confirmed by the Shareholder as of August 23, 2019.

 

41108410_1|NATDOCS

EX-99.T3B11 42 d856091dex99t3b11.htm EX-99.T3B11 EX-99.T3B11

NOV-10-1995    14:03

  

EVELYN. GITTENS & FARMER

   P. 07

 

Exhibit T3B.11

General By-Law No. 1

of

Sherritt International (Cuba)

Oil and Gas Limited


NOV-10-1995    14:03

  

EVELYN. GITTENS & FARMER

   P. 08

 

Contents

 

1      INTERPRETATION      1  
2      REGISTERED OFFICE      1  
3      SEAL      1  
4      DIRECTORS      2  
5      BORROWING POWERS OF DIRECTORS      3  
6      MEETINGS OF DIRECTORS      3  
7      REMUNERATION OF DIRECTORS      4  
8      SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL      4  
9      FOR THE PROTECTION OF DIRECTORS AND OFFICERS      4  
10      INDEMNITIES TO DIRECTORS AND OFFICERS      5  
11      OFFICERS      6  
12      SHAREHOLDERS’ MEETINGS      8  
13      SHARES      11  
14      TRANSFER OF SHARES AND DEBENTURES      11  
15      DIVIDENDS      11  
16      VOTING IN OTHER COMPANIES      12  
17      INFORMATION AVAILABLE TO SHAREHOLDERS      12  
18      NOTICES      12  
19      CHEQUES, DRAFTS AND NOTES      13  
20      EXECUTION OF INSTRUMENTS      14  
21      SIGNATURES      14  
22      FINANCIAL YEAR      14  
     INDEX      15  


NOV-10-1995    14:03

  

EVELYN. GITTENS & FARMER

   P. 09

 

BARBADOS

THE COMPANIES ACT CAP. 308

BY-LAW NO. 1

A by-law relating generally to the

conduct of the affairs of:

SHERRITT INTERNATIONAL(CUBA) OIL AND GAS LIMITED

BE IT ENACTED as the general by-law of SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED (hereinafter called the “Company”) as follows:

 

1

INTERPRETATION

1.1    In this by-law and all other by-laws of the Company, unless the context otherwise requires:

(a)    “Act” means the Companies Act Cap. 308 as from time to time amended and every statute substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

(b)    “Regulations” means any Regulations made under the Act, and every regulation substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations;

(c)    “by-laws” means any by-law of the Company from time to time in force;

(d)    all terms contained in the by-laws and defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and

(e)    the singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word “person” includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word “individual” means a natural person.

 

2

REGISTERED OFFICE

2.1    The registered office of the Company shall be in Barbados at such address as the directors may fix from time to time by resolution.

 

3    SEAL

3.1    The common seal of the Company shall be such as the directors may by resolution from time to time adopt.

 


NOV-10-1995    14:04

  

EVELYN. GITTENS & FARMER

   P. 10

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

4

DIRECTORS

4.1    Powers: Subject to any unanimous shareholder agreement, the business and affairs of the Company shall be managed by the directors.

4.2    Number: There shall be a minimum of 2 directors and a maximum of 10 directors

4.3    Election: Directors shall be elected by the shareholders on a show of hands unless a ballot is demanded in which case such election shall be by ballot.

4.4    Tenure: Unless his tenure is sooner determined, a director shall hold office from the date on which he is elected or appointed until the close of the annual meeting of the shareholders next following or until his successors are elected or appointed, which ever shall first occur, but he shall be eligible for re-election if qualified.

4.4.1    A director shall cease to be a director.

(a)    if he becomes bankrupt or compounds with his creditors or is declared insolvent;

(b)    if he is found to be of unsound mind; or

(c)    if by notice in writing to the Company he resigns his office and any such resignation shall be effective at the time it is sent to the Company or at the time specified in the notice, whichever is later.

4.4.2    The shareholders of the Company may, by ordinary resolution passed at a special meeting of the shareholders, remove any director from office and a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed.

4.5    Casual vacancy among the Directors: Where there is any vacancy or vacancies among the directors, the directors then in office may exercise all of the powers of the directors so long as a quorum of the directors remain in office. Any vacancy occurring among the directors may be filled, for the remainder of the term, by such directors.

4.6    Committee of Directors: The directors may appoint from among their number a committee of directors and subject to section 80 (2) of the Act may delegate to such committee any of the powers of the directors.

4.7    Alternate Directors: The directors may appoint any person, who is nominated by a director, to be the alternate of that director to act in his place at any meeting of the directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the directors and to attend and vote thereat as a director when the person nominating him is not personally present, and where he is a director to have a separate vote on behalf of the director he is representing in addition to his own vote. A director may at any time in writing request the revocation by the directors of the appointment of an alternate nominated by him. Every such alternate shall be an agent of the Company and shall not be deemed to be the agent of the director nominating him. The remuneration (if any) of such an alternate shall be payable out of the remuneration (if any) payable to the director nominating him, and the proportion thereof shall

 

Page 2


NOV-10-1995    14:04

  

EVELYN. GITTENS & FARMER

   P. 11

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

be agreed between them. An alternate need not hold any share qualification.

4.8    Validity of acts: An act by a director or officer is valid notwithstanding an irregularity in his election or appointment or a defect in his qualifications.

 

5

BORROWING POWERS OF DIRECTORS

5.1    The directors may from time to time

(a)    borrow money upon the credit of the Company;

(b)    issue, reissue, sell or pledge debentures of the Company;

(c)    subject to section 53 of the Act, give a guarantee on behalf of the Company to secure performance of an obligation of any person; and

(d)    mortgage, charge, pledge or otherwise create a security interest in all or any property of the Company, owned or subsequently acquired, to secure any obligation of the Company.

5.2    The directors may from time to time by resolution delegate to any officer of the Company all or any of the powers conferred on the directors by paragraph 5.1 hereof to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

5.3    The powers conferred by paragraph 5.1 hereof shall be in supplement of and not in substitution for any powers to borrow money for the purposes of the Company possessed by its directors or officers independently of a borrowing by-law.

 

6

MEETINGS OF DIRECTORS

6.1    Place of Meeting: Meetings of the directors and of any committee of the directors may be held within or outside Barbados.

6.2    Notice: A meeting of the directors may be convened at any time by any director or the Secretary, when directed or authorised by any director. Subject to subsection 76 (1) of the Act the notice of any such meeting need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 18.1 hereof not less than two days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place. A director may in any manner waive notice of a meeting of the directors and attendance of a director at a meeting of the directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

6.2.1    It shall not be necessary to give notice of a meeting of the directors to a newly elected or appointed director for a meeting held immediately following the election of directors by the shareholders or the appointment to fill a vacancy among the directors.

6.3    Quorum: Two directors shall form a quorum for the transaction of business and, notwithstanding any vacancy among the directors, a quorum may exercise all the powers of the

 

Page 3


NOV-10-1995    14:05

  

EVELYN. GITTENS & FARMER

   P. 12

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

directors. No business shall be transacted at a meeting of directors unless a quorum is present.

6.3.1    A director may, if all the directors consent, participate in a meeting of directors or of any committee of the directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other and a director participating in such a meeting by such means is deemed to be present at that meeting and such meeting shall be deemed to be held in Barbados.

6.4    Voting: Questions arising at any meeting of the directors shall be decided by a majority of votes. In case of an equality of votes the chairman of the meeting in addition to his original vote shall have a second or casting vote.

6.5    Resolution in lieu of meeting: Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or any committee of the directors is as valid as if it had been passed at a meeting of the directors or any committee of the directors.

 

7

REMUNERATION OF DIRECTORS

7.1    The remuneration to be paid to the directors shall be such as the shareholders may from time to time determine and such remuneration may be in addition to the salary paid to any officer or employee of the Company who is also a director. The directors may award special remuneration to any director undertaking any special services on the Company’s behalf other than the routine work ordinarily required of a director and the confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Company.

 

8

SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

8.1    The directors in their discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and, subject to the provisions of section 89 of the Act, any such contract, act or transaction that is approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Company’s Articles or any other by-law) shall be as valid and as binding upon the Company and upon all the shareholders as though it had been approved, ratified or confirmed by every shareholder of the Company.

 

9

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

9.1    No director or officer of the Company shall be liable to the Company for:-

(a)    the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity;

(b)    any loss, damage or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company;

 

Page 4


NOV-10-1995    14:05

  

EVELYN. GITTENS & FARMER

   P. 13

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

(c)    the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested;

(d)    any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with whom any moneys, securities or effects shall be ledged or deposited;

(e)    any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company;

(f)    any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto;

unless the same happens by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

9.2    Nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or regulations made thereunder or relieve him from liability for a breach thereof.

9.2.1    The directors for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as are submitted to and authorised or approved by the directors.

9.2.2    If any director or officer of the Company is employed by or performs services for the Company otherwise than as a director or officer or is a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Company, the fact of his being a shareholder, director or officer of the Company shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

 

10

INDEMNITIES TO DIRECTORS AND OFFICERS

10.1    Subject to section 97 of the Act, except in respect of an action by or on behalf of the Company to obtain a judgment in its favour, the Company shall indemnify a director or officer of the Company, a former director or officer of the Company or a person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and his personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such company, if:

(a)    he acted honestly and in good faith with a view to the best interests of the Company; and

(b)    in the case of a criminal or administrative action or proceeding that is enforced

 

Page 5


NOV-10-1995    14:06

  

EVELYN. GITTENS & FARMER

   P. 14

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

 

11

OFFICERS

11.1    Appointment: The directors shall as often as may be required appoint a Secretary and, if deemed advisable, may as often as may be required appoint any or all of the following officers: a Chairman, a Deputy-Chairman, a Managing Director, a President, one or more Vice-Presidents, a Treasurer, one or more Assistant Secretaries or one or more Assistant Treasurers. A director may be appointed to any office of the Company but none of the officers except the Chairman, the Deputy-Chairman, the Managing Director, the President and Vice-President need be a director. Two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer. The directors may from time to time appoint such other officers and agents as they deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the directors.

11.2    Cessation of Office: An officer shall cease to be an officer:

(a)    if he becomes bankrupt or compounds with his creditors or is declared insolvent;

(b)    if he is found to be of unsound mind;

(c)    if by notice in writing to the Company he resigns his office and any such resignation shall be effective at the time it is sent to the Company or at the time specified in the notice, whichever is later: or

(d)    if he is removed from office by a resolution of the directors.

11.3    Remuneration: The remuneration of all officers appointed by the directors shall be determined from time to time by resolution of the directors. The fact that any officer or employee is a director or shareholder of the Company shall not disqualify him from receiving such remuneration as may be determined.

11.4 Powers and Duties: All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the directors.

11.5    Delegation: In case of the absence or inability to act of any officer of the Company except a Managing Director or for any other reason that the directors may deem sufficient the directors may delegate all or any of the powers of such officer to any other officer or to any director.

11.6    Chairman: A chairman shall, when present, preside at all meetings of the directors, and any committee of the directors or the shareholders.

11.7    Deputy-Chairman: If the chairman is absent or is unable or refuses to act, the Deputy-Chairman (if any) shall, when present, preside at all meetings of the directors, and any committee of the directors or the shareholders.

 

Page 6


NOV-10-1995    14:06

  

EVELYN. GITTENS & FARMER

   P. 15

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

11.8    Managing Director: A Managing Director shall exercise such powers and have such authority as may be delegated to him by the directors in accordance with the provisions of section 80 of the Act.

11.9    President: A President shall be the chief executive officer of the Company. He shall be vested with and may exercise all the powers and shall perform all the duties of a chairman and Deputy-Chairman if none be appointed or if the chairman and the Deputy-Chairman are absent or are unable or refuse to act.

11.10    Vice-President: A Vice-President or, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President.

11.11    Secretary: The Secretary shall give or cause to be given notices for all meetings of the directors, any committee of the directors and the shareholders when directed to do so and Shall have charge of the minute books and seal of the Company and, subject to the provisions of paragraph 14.1 hereof, or the records (other than accounting records) referred to in section 170 of the Act.

11.12    Treasurer: Subject to the provisions of any resolution of the directors, a Treasurer shall have the care and custody of all the funds end securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such other depository or depositories as the directors may direct. He shall keep or cause to be kept the accounting records referred to in section 172 of the Act. He may be required to give such bond for the faithful performance of his duties as the directors in their uncontrolled discretion may require but no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided.

11.13    Assistant Secretary and Assistant Treasurer: The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall respectively perform all the duties of the Secretary and the Treasurer, respectively, in the absence or inability or refusal to act of the Secretary or the Treasurer, as the case may be.

11.14    General Manager or Manager: The directors may from time to time appoint one or more General Managers or Managers and may delegate to him or them full power to manage and direct the business and affairs of the Company (except such matters and duties as by law must be transacted or performed by the directors or by the shareholders) and to employ and discharge agents and employees of the Company or may delegate to him or them any lesser authority. A General Manager or Manager shall conform to all lawful orders given to him by the directors of the Company and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Company. Any agent or employee appointed by the General Manager or Manager may be discharged by the directors.

11.15    Vacancies: If the office of any officer of the Company becomes vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of the Secretory, and may, in the case of any other office, appoint a person to fill such vacancy.

11.16    Tenure: Unless he vacates office under paragraphs 11.2 or 11.15 hereof, an officer

 

Page 7


NOV-10-1995    14:07

  

EVELYN. GITTENS & FARMER

   P. 16

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

who is a director shall continue in office for so long as he is a director of the Company notwithstanding that, from time to time, his term of office as a director may expire and he may be re-elected a director of the Company.

 

12

SHAREHOLDERS’ MEETINGS

12.1    Annual Meeting: Subject to the provisions of section 105 of the Act, the annual meeting or the shareholders shall be held on such day in each year and at such time as the directors may by resolution determine at any place within Barbados or, if all the shareholders entitled to vote at such meeting so agree, outside Barbados.

12.2    Special Meetings: Special meetings of the shareholders may be convened by order of the Chairman, the Deputy-Chairman, the Managing Director, the President, a Vice-President or by the directors at any date and time and at any place within Barbados or, if all the shareholders entitled to vote at such meeting so agree, outside Barbados.

12.2.1    The directors shall, on the requisition of the holders of not less than five percent of the issued shares of the Company that carry a right to vote at the meeting requisitioned, forthwith convene a meeting of shareholders, and in the case of such requisition the following provisions shall have effect:-

(1)    The requisition must state the purposes of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more of the requisitionists.

(2)    If the directors do not, within twenty-one days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them may themselves convene the meeting, but any meeting so convened shall not be held after three months from the date of such deposit.

(3)    Unless subsection (3) of section 129 of the Act applies, the directors shall be deemed not to have duly convened the meeting if they do not give such notice as is required by the Act within fourteen days from the deposit of the requisition.

(4)    Any meeting convened under this paragraph by the requisitionists shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and Divisions E and F of Part I of the Act.

(5)    A requisition by joint holders of shares must be signed by all such holders.

12.3    Notice: A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each shareholder entitled to vote at such meeting, on each director and on the auditor of the Company in the manner specified in paragraph 18.1 hereof, not less than twenty-one days or more than fifty days (in each case exclusive of the day on which the notice is delivered or sent and of the day for which notice is given) before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (b) the text of any special resolution to be submitted to the meeting.

 

Page 8


NOV-10-1995    14:07

  

EVELYN. GITTENS & FARMER

   P. 17

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

12.4    Waiver of Notice: A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

12.5    Omission of Notice: The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any shareholder, director or the auditor of the Company shall not invalidate any resolution passed or any proceedings taken at any meeting of the shareholders.

12.6    Votes: Every question submitted to any meeting of shareholders shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot and, if the Articles so provide, in the case of an equality of votes the chairman of the meeting shall on a ballot have a casting vote in addition to any votes to which he may be otherwise entitled.

12.6.1    At every meeting at which he is entitled to vote, every shareholder, proxy holder or individual authorised to represent a shareholder who is present in person shall have one vote on a show of hands. Upon a ballot at which he is entitled to vote, every shareholder, proxy holder or individual authorised to represent a shareholder shall, subject to the Articles, have one vote for every share held by the shareholder.

12.6.2    At any meeting unless a ballot is demanded, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

12.6.3    When the Chairman, the Deputy-Chairman, the President and the Vice-President are absent, the persons who are present and entitled to vote shall choose another director as chairman of the meeting: but if no director is present or all the directors present decline to take the chair, the persons who are present and entitled to vote shall choose one of their number to be chairman.

12.6.4    A ballot may, either before or after any vote by a show of hands, be demanded by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a chairman or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairman of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

12.6.5    If two or more persons hold shares Jointly, one of those holders present at a meeting of shareholders may, in the absence of the other, vote the shares; but if two or more of those persons who are present, in person or by proxy, vote, they must vote as one on the shares jointly held by them.

12.7    Proxies: Votes at meetings of shareholders may be given either personally or by proxy or, in the case of a shareholder who is a body corporate or association, by an individual authorised by a resolution of the directors or governing body of that body corporate or association

 

Page 9


NOV-10-1995    14:08

  

EVELYN. GITTENS & FARMER

   P. 18

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

to represent it at meetings of shareholders of the Company.

12.7.1    A proxy shall be executed by the shareholder or his attorney authorised in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

12.7.2    A person appointed by proxy need not be a shareholder.

12.7.3    Subject to the provisions of Part V of the Regulations, a proxy may be in the following form:

The undersigned shareholder of SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED hereby appoints                                         of                                        , or falling him,                                         of                    as the nominee of the undersigned to attend and act for the undersigned and on behalf of the undersigned at the                    meeting of the shareholders of the said Company to be held on the        day of        19    and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

DATED this                    day of                    19    .

Signature of shareholder

12.8    Adjournment: The chairman of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the shareholders unless the meeting is adjourned by one or more adjournments for an aggregate of thirty days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.

12.9    Quorum: In the event that there is only one shareholder of the Company, that shareholder shall constitute a meeting of the shareholders. The business of the meeting shall be resolved in writing and the shareholder shall sign the same in accordance with section 128 of the Act.

12.9.1    In the event that there is more than one shareholder of the Company, subject to the Act, a quorum for the transaction of business at any meeting of the shareholders shall be two persons present in person, each being either a shareholder entitled to vote thereat, or a duly appointed proxy holder or representative of a shareholder so entitled holding between them at least twenty five percent of the issued shares of the Company. If a quorum is present at the opening of any meeting of the shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding a quorum is not present throughout the meeting. If a quorum is not present within 30 minutes of the time fixed for a meeting of shareholders, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

12.10    Resolution in lieu of meeting: Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the shareholders entitled to vote on that resolution

 

Page 10


NOV-10-1995    14:09

  

EVELYN. GITTENS & FARMER

   P. 19

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

at a meeting of the shareholders is. subject to section 128 of the Act, as valid as if it had been passed at a meeting of the shareholders.

 

13

SHARES

13.1    Allotment and Issuance: Subject to the Act, the Articles and any unanimous shareholder agreement, shares in the capital of the Company may be allotted and issued by resolution of the directors at such times and on such terms and conditions and to such persons or class of persons as the directors determine.

13.2    Certificates: Share certificates and the form of share transfer shall (subject to section 181 of the Act) be in such form as the directors may by resolution approve and such certificates shall be signed by a Chairman or a Deputy-Chairman or a Managing Director or a President or a Vice-President and the Secretary or an Assistant Secretary holding office at the time of signing.

13.2.1    The directors or any agent designated by the directors may in their or his discretion direct the issuance of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the directors may from time to time prescribe, whether generally or in any particular case.

 

14

TRANSFER OF SHARES AND DEBENTURES

14.1    Transfer: The shares or debentures of the Company may be transferred by a written instrument of transfer signed by the transferor and naming the transferee.

14.2    Registers: Registers of shares and debentures issued by the Company shall be kept at the registered office of the Company or at such other place in Barbados as may from time to time be designated by resolution of the directors.

14.3    Surrender of Certificates: Subject to section 179 of the Act, no transfer of shares shall be registered unless or until the certificate representing the shares or debentures to be transferred has been surrendered for cancellation.

14.4    Shareholder Indebted to the Company: If so provided in the Articles, the Company has a lien on a share registered in the name of a shareholder or his personal representative for a debt of that shareholder to the Company. By way of enforcement of such lien the directors may refuse to permit the registration of a transfer of such share.

 

15

DIVIDENDS

15.1    The directors may from time to time by resolution declare and the Company may pay dividends on the issued and outstanding shares in the capital of the Company subject to the provisions (if any) of the Articles end sections 51 and 52 of the Act.

15.1.1    In case several persons are registered as the joint holders of any shares, any one of such persons may give effectual receipts for all dividends and payments on account of dividends.

 

Page 11


NOV-10-1995    14:09

  

EVELYN. GITTENS & FARMER

   P. 20

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

16

VOTING IN OTHER COMPANIES

16.1    All shares or debentures carrying voting rights in any other body corporate that are held from time to time by the Company may be voted at any and all meetings of shareholders, debenture holders (as the case may be) of such other body corporate and in such manner and by such person or persons as the directors of the Company shall from time to time determine. The officers of the Company may for and on behalf of the Company from time to time:-

(a)    execute and deliver proxies; and

(b)    arrange for the issuance of voting certificates or other evidence of the right to vote;

In such names as they may determine without the necessity of a resolution or other action by the directors.

 

17

INFORMATION AVAILABLE TO SHAREHOLDERS

17.1    Except as provided by the Act, no shareholder shall be entitled to any information respecting any details or conduct of the Company’s business which in the opinion of the directors it would be inexpedient in the interests of the Company to communicate to the public.

17.2    The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Company or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any document or book or register or accounting record of the Company except as conferred by statute or authorised by the directors or by a resolution of the shareholders.

 

18

NOTICES

18.1    Method of giving notice: Any notice or other document required by the Act, the Regulations, the Articles or the by-laws to be sent to any shareholder, debenture holder, director or auditor may be delivered personally or sent by prepaid mail or electronic communications facilities to any such person at his latest address as shown in the records of the Company or its transfer agent and to any such director at his latest address as shown in the records of the Company or in the latest notice filed under section 66 or 74 of the Act, and to the auditor at his business address.

18.2    Waiver of notice: Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

18.3    Undelivered notices: If a notice or document is sent to a shareholder or debenture holder by prepaid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the shareholder or debenture holder cannot be found, it shall not be necessary to send any further notices or documents to the shareholder or debenture holder until he informs the Company in writing of his new address.

18.4    Shares and debentures registered in more than one name: All notices or other documents with respect to any shares or debentures registered in more than one name shall be

 

Page 12


NOV-10-1995    14:10

  

EVELYN. GITTENS & FARMER

   P. 21

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

given to whichever of such persons is named first in the records of the Company and any notice or other document so given shall be sufficient notice or delivery to all the holders of such shares or debentures.

18.5    Persons becoming entitled by operation of law: Subject to section 184 of the Act, every person who by operation of law, transfer or by any other means whatsoever becomes entitled to any share is bound by every notice or other document in respect of such share that, previous to his name and address being entered in the records of the Company is duly given to the person from whom he derives his title to such share.

18.6    Deceased Shareholders: Subject to section 184 of the Act, any notice or other document delivered or sent by prepaid mail, electronic communications facilities or left at the address of any shareholder as the same appears in the records of the Company shall, notwithstanding that such shareholder is deceased, and whether or not the Company has notice of his death, be deemed to have been duty served in respect of the shares held by him (whether held solely or with any other person) until some other person Is entered in his stead in the records of the Company as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his personal representatives and on all persons, if any, Interested with him in such shares.

18.7    Signature to notices: The signature of any director or officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

18.8    Computation of time: Where a notice extending over a number of days or other period is required under any provisions of the Articles or the by-laws the day of sending the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

18.9    Proof of service: Where a notice required under paragraph 18.1 hereof is delivered personally to the person to whom it is addressed or delivered to his address as mentioned in paragraph 18.1 hereof, service shall be deemed to be at the time of delivery of such notice.

18.9.1    Where such notice is sent by post, service of the notice shall be deemed to be effected forty eight hours after posting if the notice was properly addressed and posted by prepaid mail.

18.9.2    Where the notice is sent by electronic communications facilities, service is deemed to be effected on the date on which the notice is so sent.

18.9.3    A certificate of an officer of the Company in office at the time of the making of the certificate or of any transfer agent of shares of any class of the Company as to facts in relation to the delivery or sending of any notice shall be conclusive evidence of those facts.

 

19

CHEQUES, DRAFTS AND NOTES

19.1    All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or parsons end in such manner as the directors may from time to time designate by resolution.

 

Page 13


NOV-10-1995    14:10

  

EVELYN. GITTENS & FARMER

   P. 22

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

20

EXECUTION OF INSTRUMENTS

20.1    Contracts, documents or instruments in writing requiring the signature of the Company may be signed by any two directors and/or officers and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorisation or formality. The directors shall have power from time to time by resolution to appoint any officers or persons on behalf of the Company either to sign certificates for shares in the Company and contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

20.1.1    The common seal of the Company may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officers or persons appointed pursuant to paragraph 20.1 hereof.

20.1.2     Subject to section 134 of the Act, any two directors and/or officers shall have authority to sign and execute (under the seal of the Company or otherwise) all instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

 

21

SIGNATURES

21.1    The signature of a Chairman, a Deputy-Chairman, a Managing Director, a President, a Vice-President, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer or any director of the Company or of any officer or person, appointed pursuant to paragraph 20 hereof by resolution of the directors may, if specifically authorised by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any certificate for shares in the Company or contract, document or instrument in writing, bond, debenture or other security of the Company executed or issued by or on behalf of the Company. Any document or instrument in writing on which the signature of any such officer or person is so reproduced shall be deemed to have been manually signed by such officer or person whose signature is so reproduced end shall be as valid to all intents and purposes as if such document or instrument in writing had been signed manually and notwithstanding that the officer or person whose signature is so reproduced has ceased to hold office at the date on which such document or instrument in writing is delivered or issued.

 

22

FINANCIAL YEAR

22.1    The directors may from time to time by resolution establish the financial year of the Company.

 

LOGO

 

Page 14


NOV-10-1995    14:11

  

EVELYN. GITTENS & FARMER

   P. 23

 

General By-Law # 1

   Sherritt International (Cuba) Oil and Gas Limited

 

 

 

Index

 

Adjournment

     10  

Alternate directors

     2  

Annual meeting

     2, 4, 8  

Ballot

     2, 9, 10  

Borrowing

     3  

Business

     2-4, 8-13  

Capital

     11, 12  

Certificate

     11, 12, 14  

Cessation of office

     6  

Chairman

     4, 6-11, 14  

Debenture

     12, 13  

Directors

     1-12, 14  

Dividends

     12  

Execution

     5, 14  

Indemnity

     7, 11  

Lien

     12  

Manager

     7, 8  

Meetings of directors

     3  

Member

     5  

Minutes

     11  

Notice

     2, 3, 6, 8-10, 13, 14  

Office

     1, 2, 5, 6, 8, 11, 14  

Officers

     3-6, 12, 14  

Powers of directors

     3  

President

     6-9, 11, 14  

Proxy

     9-11  

Quorum

     2, 4, 11  

Register

     12  

Registered office

     1, 8, 11  

Resolution

     1-4, 6-12, 14  

Salary

     4  

Secretary

     3, 6-8, 11, 14  

Service

     13, 14  

Shareholders

     2, 4, 7-13  

Signature

     10, 13, 14  

Tenure

     2, 8  

Transfer

     11-14  

Treasurer

     6, 7, 14  

Vice-President

     6-9, 11, 14  

Votes

     4, 9, 10  

Waiver

     3, 9, 13  

 

Page 15


NOV-10-1995    14:11

  

EVELYN. GITTENS & FARMER

   P. 24

 

BARBADOS

THE COMPANIES ACT CAP. 308

BY-LAW NO. 2

A by-law respecting the borrowing of money, the issuing of securities and the securing of liabilities by:

SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

BE IT ENACTED as a by-law of SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED (hereinafter called the “Company”) as follows:

The directors of the Company may from time to time

 

(a)

borrow money or otherwise obtain credit upon the credit of the Company in such amounts and upon such terms as may be considered advisable;

 

(b)

issue, reissue, sell or pledge debt obligations of the Company, including without limitation, bonds, debentures, debenture stock, notes or other securities or obligations of the Company, whether secured or unsecured for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient;

 

(c)

charge, mortgage, hypothecate, pledge, assign, transfer or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Company, including without limitation, book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any money borrowed or any other debt or liability of the Company;

 

(d)

delegate to such one or more of the officers and directors of the Company as may be designated by the directors all or any of the powers conferred by the foregoing clauses of this By-Law to such extent and in such manner as the directors shall determine at the time of each delegation.

 

LOGO

EX-99.T3B12 43 d856091dex99t3b12.htm EX-99.T3B12 EX-99.T3B12

Exhibit T3B.12

SHERRITT INTERNATIONAL OIL AND GAS LIMITED

(hereinafter called the “Corporation”)

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE

TRANSACTION OF THE BUSINESS

AND AFFAIRS OF THE CORPORATION

BE IT ENACTED AS A BY-LAW OF

THE CORPORATION, AS FOLLOWS:

TABLE OF CONTENTS

 

SECTION 1

  

INTERPRETATION

     1  

1.01

  

Definitions

     1  

SECTION 2

  

BUSINESS OF THE CORPORATION

     2  

2.01

  

Registered Office

     2  

2.02

  

Corporate Seal

     2  

2.03

  

Financial Year

     2  

2.04

  

Execution of Instruments

     2  

2.05

  

Banking Arrangements

     2  

2.06

  

Voting Rights in Other Bodies Corporate

     2  

2.07

  

Divisions

     2  

SECTION 3

  

BORROWING AND SECURITY

     3  

3.01

  

Borrowing Power

     3  

3.02

  

Delegation

     4  

SECTION 4

  

DIRECTORS

     4  

4.01

  

Number of Directors

     4  

4.02

  

Qualification

     4  

4.03

  

Election and Term

     4  

4.04

  

Removal of Directors

     4  

4.05

  

Vacation of Office

     4  

4.06

  

Vacancies

     4  

4.07

  

Action by the Board

     5  

4.08

  

At Least Half Canadians at Meetings

     5  

4.09

  

Meeting by Telephone

     5  

4.10

  

Place of Meeting

     5  

4.11

  

Calling of Meeting

     5  

4.12

  

Notice of Meeting

     5  

4.13

  

First Meeting of New Board

     5  

4.14

  

Adjourned Meeting

     5  

 

Carscallen Lockwood Cormie


4.15

  

Regular Meeting

     6  

4.16

  

Chairman

     6  

4.17

  

Quorum

     6  

4.18

  

Votes to Govern

     6  

4.19

  

Conflict of Interest

     6  

4.20

  

Remuneration and Expenses

     6  

SECTION 5

  

COMMITTEES

     6  

5.01

  

Committees of the Board

     6  

5.02

  

Transaction of Business

     7  

5.03

  

Advisory Bodies

     7  

5.04

  

Procedure

     7  

SECTION 6

  

OFFICERS

     7  

6.01

  

Appointment

     7  

6.02

  

Chairman of the Board

     7  

6.03

  

Managing Director

     7  

6.04

  

President

     7  

6.05

  

Vice-President

     8  

6.06

  

Secretary

     8  

6.07

  

Treasurer

     8  

6.08

  

Powers and Duties of Officers

     8  

6.09

  

Term of Office

     8  

6.10

  

Agents and Attorneys

     8  

6.11

  

Conflict of Interest

     9  

SECTION 7

  

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

     9  

7.01

  

Limitation of Liability

     9  

7.02

  

Indemnity

     9  

SECTION 8

  

SHARES

     10  

8.01

  

Allotment of Shares

     10  

8.02

  

Commissions

     10  

8.03

  

Registration of Transfers

     10  

8.04

  

Non-recognition of Trusts

     10  

8.05

  

Share Certificates

     10  

8.06

  

Replacement of Share Certificates

     11  

8.07

  

Joint Shareholders

     11  

8.08

  

Deceased Shareholders

     11  

8.09

  

Lien for Indebtedness

     11  

8.10

  

Transfer Agents and Registrars

     11  

SECTION 9

  

DIVIDENDS AND RIGHTS

     12  

9.01

  

Dividends

     12  

9.02

  

Dividend Cheques

     12  

9.03

  

Record Date for Dividends and Rights

     12  

 

  - ii -   Carscallen Lockwood Cormie


SECTION 10

  

MEETINGS OF SHAREHOLDERS

     12  

10.01

  

Annual Meetings

     12  

10.02

  

Special Meetings

     13  

10.03

  

Place of Meetings

     13  

10.04

  

Notice of Meetings

     13  

10.05

  

List of Shareholders Entitled to Notice

     13  

10.06

  

Record Date for Notice

     13  

10.07

  

Meetings without Notice

     14  

10.08

  

Chairman, Secretary and Scrutineers

     14  

10.09

  

Persons Entitled to be Present

     14  

10.10

  

Quorum

     14  

10.11

  

Right to Vote

     15  

10.12

  

Proxyholders and Representatives

     15  

10.13

  

Time for Deposit of Proxies

     15  

10.14

  

Joint Shareholders

     15  

10.15

  

Votes to Govern

     16  

10.16

  

Show of Hands

     16  

10.17

  

Ballots

     16  

10.18

  

Adjournments

     16  

10.19

  

Action in Writing by Shareholders

     16  

10.20

  

Only One Shareholder

     16  

10.21

  

Meeting by Telephone

     17  

SECTION 11

  

NOTICES

     17  

11.01

  

Method of Giving Notices

     17  

11.02

  

Notice to Joint Shareholders

     17  

11.03

  

Computation of Time

     17  

11.04

  

Undelivered Notices

     17  

11.05

  

Omissions and Errors

     17  

11.06

  

Persons Entitled by Death or Operation of Law

     18  

11.07

  

Waiver of Notice

     18  

11.08

  

Interpretation

     18  

SECTION 12

  

EFFECTIVE DATE

     18  

12.01

  

Effective Date

     18  

 

  - iii -   Carscallen Lockwood Cormie


SECTION ONE

INTERPRETATION

1.01 Definitions. - In the by-laws of the Corporation, unless the context otherwise requires:

Act” means the Business Corporations Act (Alberta), or any statute that may be substituted therefor, as from time to time amended;

appoint” includes “elect” and vice versa;

articles” means the articles attached to the Certificate of Incorporation of the Corporation as from time to time amended or restated;

board” means the board of directors of the Corporation;

by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

cheque” includes a draft;

Corporation” means the corporation incorporated under the Act by the said certificate to which the articles are attached and named “SHERRITT INTERNATIONAL OIL AND GAS LIMITED”;

meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders;

recorded address” has the meaning set forth in section 11.08;

Regulations” means the Regulations under the Act as published or from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations; and

special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

Except as defined above, words and expressions defined in the Act and the Regulations, including “resident Canadian” and “unanimous shareholder agreement”, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words, importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.

 

Carscallen Lockwood Cormie


SECTION 2

BUSINESS OF THE CORPORATION

2.01 Registered Office - The registered office of the Corporation shall be at the place within the Province of Alberta as is specified in the notice thereof filed with the articles and thereafter as the Board may from time to time determine.

2.02 Corporate Seal - The Corporation may have one or more different corporate seals, which seals may be adopted or changed from time to time by the board.

2.03 Financial Year - The financial year of the Corporation shall end on such date as may be determined by the directors from time to time.

2.04 Execution of Instruments - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two directors or officers. In addition, this does not limit the power of the board to, from time to time, direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.

2.05 Banking Arrangements - The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.

2.06 Voting Rights in Other Bodies Corporate - The signing officers of the Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for them. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.07 Divisions - The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon a basis, including without limitation types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction by the board, the chief executive officer, may authorize from time to time, upon such basis as may be considered appropriate in each case:

 

  - 2 -   Carscallen Lockwood Cormie


  (a)

Subdivision and Consolidation - the further division of the business and operations of any division into sub-units and the consolidation of the business and operations of any divisions and sub-units;

 

  (b)

Name - the designation of any division or sub-unit by, and the carrying on of the business and operations of any division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

 

  (c)

Officers - the appointment of officers for any division or sub-unit, the determination of their powers and duties, and the removal of any officers so appointed, provided that any such officers shall not by reason of their being officers of a division or sub-unit, be officers of the Corporation.

SECTION THREE

BORROWING AND SECURITY

3.01 Borrowing Power - Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles and any unanimous shareholder agreement, the board may from time to time on behalf of the Corporation, without authorization of the shareholders;

 

  (a)

borrow money upon the credit of the Corporation;

 

  (b)

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation whether secured or unsecured;

 

  (c)

to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

 

  (d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

 

  - 3 -   Carscallen Lockwood Cormie


3.02 Delegation - The board may from time to time delegate to a committee of the board, a director or an officer of the Corporation or any other person as may be designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board may determine at the time of such delegation.

SECTION FOUR

DIRECTORS

4.01 Number of Directors - Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.

4.02 Qualification - No person shall be qualified for election as a director if he is less than 18 years of age; if he is a dependent adult as defined in The Dependent Adults Act (Alberta) or is the subject of a certificate of incapacity under that Act, is a formal patient as defined in The Mental Health Act (Alberta), is the subject of an order under The Mentally Incapacitated Persons Act (Alberta) appointing a committee of his person or estate or both, or has been found to be a person of unsound mind by a court in Alberta or elsewhere, if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. At least half of the directors shall be resident Canadians.

4.03 Election and Term - The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors or shareholders by simple majority otherwise determine from time to time. Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.04 Removal of Directors - Subject to the Act or a unanimous shareholder agreement the shareholders may by resolution passed at a meeting of shareholders specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the board.

4.05 Vacation of Office - A director ceases to hold office when he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director; or his written resignation is sent or delivered to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.06 Vacancies - Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.

 

  - 4 -   Carscallen Lockwood Cormie


4.07 Action by the Board - Subject to any unanimous shareholder agreement, the board shall manage the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to sections 4.08 and 4.09) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

4.08 At Least Half Canadians at Meetings - The board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least half of the directors present are resident Canadians, except where

 

  (a)

a resident Canadian director who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting; and

 

  (b)

the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under clause (a), totals at least half of the directors present at the meeting.

4.09 Meeting by Telephone - A director may participate in a meeting of the board or of a committee of the board by means of conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

4.10 Place of Meetings - Meetings of the board may be held at any place in or outside Alberta.

4.11 Calling of Meeting - Meetings of the board shall be held from time to time at such time and at such place as the board, the chairman of the board, the managing director, the president or any two directors may determine.

4.12 Notice of Meeting - Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business or the general nature thereof to be specified.

4.13 First Meeting of New Board - Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.14 Adjourned Meeting - Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

 

  - 5 -   Carscallen Lockwood Cormie


4.15 Regular Meetings - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.16 Chairman - The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting; chairman of the board, managing director or president. If no such officer is present, the directors present shall choose one of their number to be chairman.

4.17 Quorum - Subject to section 4.08, the quorum for the transaction of business at any meeting of the board shall be a majority of directors or such greater number of directors as the board may from time to time determine. Where the Corporation has a board consisting of only one director, that director may constitute a meeting.

4.18 Votes to Govern - At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.

4.19 Conflict of Interest - A director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the board or shareholders. Such a director shall not vote on any resolution to approve any such contract or proposed contract except as permitted by the Act.

4.20 Remuneration and Expenses - Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION FIVE

COMMITTEES

5.01 Committees of the Board - The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the

 

  - 6 -   Carscallen Lockwood Cormie


board has no authority to exercise. At least half of the members of any such committee shall be resident Canadians.

5.02 Transaction of Business - The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

5.03 Advisory Bodies - The board may from time to time appoint such advisory bodies as it may deem advisable.

5.04 Procedure - Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

SECTION SIX

OFFICERS

6.01 Appointment - Subject to any unanimous shareholder agreement, the board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director.

6.02 Chairman of the Board - The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall have such other powers and duties as the board may specify.

6.03 Managing Director - The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office unless the board directs that a vice-president shall assume those powers and duties pursuant to section 6.05.

6.04 President - The president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation,

 

  - 7 -   Carscallen Lockwood Cormie


and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6.05 Vice-President - Subject to section 6.03, during the absence or disability of the president his duties shall be performed and his powers exercised by the vice-president or, if there are more than one, by the vice-president designated from time to time by the board or the president. A vice-president shall have such other powers and duties as the board or subject to section 6.08 the president may prescribe.

6.06 Secretary - The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as otherwise may be specified.

6.07 Treasurer - The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as otherwise may be specified.

6.08 Powers and Duties of Officers - The powers and duties of all officers shall be such as the terms of their engagement call for or as the board or (except for those whose powers and duties are to be specified only by the board) the chief executive officer or the president may specify. The board (except as aforesaid) the chief executive office or the president if designated by the board may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board, the chief executive officer or the president if designated by the board otherwise directs.

6.09 Term of Office - The board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until his earlier resignation.

6.10 Agents and Attorneys - The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

 

  - 8 -   Carscallen Lockwood Cormie


6.11 Conflict of Interest - An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 4.19.

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 Limitation of Liability - Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

7.02 Indemnity - Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with a view to be the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation may also indemnify such person in such other circumstances as the Act or law permits. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

 

  - 9 -   Carscallen Lockwood Cormie


SECTION EIGHT

SHARES

8.01 Allotment of Shares - Subject to the Act, the articles and any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 Commissions - The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 Registration of Transfers - Subject to the Act, no transfer of a share shall be registered in a securities register except upon presentation of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.09.

8.04 Non-recognition of Trusts - Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

8.05 Share Certificates - Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written certificate of acknowledgement of his right to obtain a share certificate, stating the numbers and class or series of shares held by him as shown on the securities register.

Such certificates shall be in such form as the board may from time to time approve. Any such certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal. Notwithstanding the foregoing, unless the board otherwise determines, certificates in respect of which a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent has been appointed shall not be valid unless countersigned by or on behalf of such registrar, transfer agent, branch transfer agent or issuing or other authenticating agent. The signature of one of the signing officers under section 2.04 (or, in the case of a certificate which is not valid unless countersigned by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent, the signatures of both signing officers under section 2.04) may be printed or otherwise mechanically reproduced thereon. Every such printed

 

  - 10 -   Carscallen Lockwood Cormie


or mechanically reproduced signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose printed or mechanically reproduced signature appears thereon no longer holds office at the date of issue of the certificate.

8.06 Replacement of Share Certificates - The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.07 Joint Shareholders - If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.08 Deceased Shareholders - In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.09 Lien of Indebtedness - If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

8.10 Transfer Agents and Registrars - The Corporation may from time to time, in respect of each class of securities issued by it, appoint a trustee, transfer or other agent to keep the securities register and the register of transfers, and a registrar, trustee or agent to maintain a record of issued security certificates, and may appoint one or more persons or agents to keep branch registers, and, subject to the Act, one person may be appointed to keep the securities register, register of transfers and the records of issued security certificates. Such appointment may be terminated at any time by the board.

 

  - 11 -   Carscallen Lockwood Cormie


SECTION NINE

DIVIDENDS AND RIGHTS

9.01 Dividends - Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation. Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9.02 Dividend Cheques - A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.03 Record Date for Dividends and Rights - The board may fix in advance a date, preceding by not more that 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01 Annual Meetings - The annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board, the chairman of the board, the managing director or the president may from time to time determine, for

 

  - 12 -   Carscallen Lockwood Cormie


the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

10.02 Special Meetings - The board, the chairman of the board, the managing director or the president shall have power to call a special meeting of shareholders at any time.

10.03 Place of Meetings - Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Alberta or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Alberta or if the articles so provide at some place outside Alberta.

10.04 Notice of Meetings - Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

10.05 List of Shareholders Entitled to Notice - If the Corporation has more than 15 shareholders entitled to vote at a meeting of shareholders, it shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to section 10.06, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the records office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.06 Record Date for Notice - The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than 7 days before such record date, by newspaper advertisement in the manner provided in the Act and by written notice to each stock exchange in Canada on which the shares of the Corporation

 

  - 13 -   Carscallen Lockwood Cormie


are listed for trading. If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

10.07 Meetings Without Notice - A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held, so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Alberta, shareholders not present or duly represented, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

10.08 Chairman, Secretary and Scrutineers - The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: managing director, president, chairman of the board, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

10.09 Persons Entitled to be Present - The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.10 Quorum - Subject to the Act in respect of a sole shareholder, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, and together holding or representing shares of the Corporation having not less than 10% of the outstanding votes entitled to be cast at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders

 

  - 14 -   Carscallen Lockwood Cormie


present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.11 Right to Vote - Every person named in the list referred to in section 10.05 shall be entitled to vote the shares shown thereon opposite his name at the meeting to which such list relates, except to the extent that (a) where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date or, where the Corporation has not fixed a record date in respect of such meeting, such person has transferred any of his shares after the date on which such list is prepared, and (b) the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than 10 days before the meeting or any shorter period that the chairman of the meeting may permit that his name be included in such list. In any such excepted case the transferee shall be entitled to vote the transferred shares at such meeting.

10.12 Proxyholders and Representatives - Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder and one or more alternate proxyholders, to attend and act as his representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairman of the meeting. Any such proxyholder or representative need not be a shareholder. A proxy ceases to be valid one year from its date.

10.13 Time for Deposit of Proxies - The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours, excluding Saturdays and holidays, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time has been specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

10.14 Joint Shareholders - If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

 

  - 15 -   Carscallen Lockwood Cormie


10.15 Votes to Govern - At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by-law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to a second or casting vote.

10.16 Show of Hands - Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

10.17 Ballots - On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairman may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.18 Adjournment - The chairman at a meeting of shareholders may, with the consent of the meeting and subject to such conditions at the meeting may decide, adjourn the meeting form time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of adjournment. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.19 Action in Writing by Shareholders - A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.

10.20 Only One Shareholder - Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

 

  - 16 -   Carscallen Lockwood Cormie


10.21 Meeting by Telephone - A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means is deemed to be present at the meeting.

SECTION ELEVEN

NOTICES

11.01 Method of Giving Notice - Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

11.02 Notice to Joint Shareholders - If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03 Computation of Time - In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be included, unless the computation of time is required by law to be performed differently.

11.04 Undelivered Notices - If any notice given to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

11.05 Omissions and Errors - The accidental omission to give any notice to any shareholder, director, officer auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the

 

  - 17 -   Carscallen Lockwood Cormie


substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06 Persons Entitled by Death or Operation of Law - Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

11.07 Waiver of Notice - Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other extent of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.

11.08 Interpretation - In this by-law,recorded address” means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, this latest address as recorded in the records of the Corporation.

SECTION TWELVE

EFFECTIVE DATE

12.01 Effective Date. - This by-law shall come into force when made by the board in accordance with the Act.

 

LOGO

 

  - 18 -   Carscallen Lockwood Cormie
EX-99.T3B13 44 d856091dex99t3b13.htm EX-99.T3B13 EX-99.T3B13

Exhibit T3B.13

BY-LAW NO. 1

of

SI FINANCE LTD.

(the “Corporation”)

1. INTERPRETATION

1.1 Expressions used in this By-law shall have the same meanings as corresponding expressions in the Business Corporations Act (Ontario) (the “Act”).

2. CORPORATE SEAL

2.1 Until changed by the directors, the corporate seal of the Corporation shall be in the form impressed in the margin hereof.

3. FINANCIAL YEAR

3.1 Until changed by the directors, the financial year of the Corporation shall end on the last day of December in each year.

4. DIRECTORS

4.1 Number. The number of directors shall be not fewer than the minimum and not more than the maximum provided in the articles. At each election of directors the number elected shall be such number as shall be determined from time to time by special resolution or, if the directors are empowered by special resolution to determine the number, by the directors.

4.2 Quorum. A quorum of directors shall be two-fifths of the number of directors or such greater number as the directors or shareholders may from time to time determine.

4.3 Calling of Meetings. Meetings of the directors shall be held at such time and place within or outside Ontario as the Chairman of the Board, the President or any two directors may determine. A majority of meetings of directors need not be held within Canada in any financial year.

4.4 Notice of Meetings. Notice of the time and place of each meeting of directors shall be given to each director by telephone not less than 48 hours before the time of the meeting


or by written notice not less than four days before the date of the meeting, provided that the first meeting immediately following a meeting of shareholders at which directors are elected may be held without notice if a quorum is present. Meetings may be held without notice if the directors waive or are deemed to waive notice.

4.5 Chairman. The Chairman of the Board, or in his absence the President if a director, or in his absence a director chosen by the directors at the meeting, shall be chairman of any meeting of directors.

4.6 Voting at Meetings. At meetings of directors each director shall have one vote and questions shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

5. OFFICERS

5.1 General. The directors may from time to time appoint a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the directors may determine.

5.2 Chairman of the Board. The Chairman of the Board, if any, shall be appointed from among the directors and when present shall be chairman of meetings of directors and shareholders and shall have such other powers and duties as the directors may determine.

5.3 President. Unless the directors otherwise determine the President shall be appointed from among the directors and shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs and in the absence of the Chairman of the Board shall be chairman of meetings of directors and shareholders when present.

5.4 Vice-President. A Vice-President shall have such powers and duties as the directors or the chief executive officer may determine.

5.5 Secretary. The Secretary shall give required notices to shareholders, directors, auditors and members of committees, act as secretary of meetings of directors and shareholders when present, keep and enter minutes of such meetings, maintain the corporate records of the


Corporation, have custody of the corporate seal and shall have such other powers and duties as the directors or the chief executive officer may determine.

5.6 Treasurer. The Treasurer shall keep proper accounting records in accordance with the Act, have supervision over the safekeeping of securities and the deposit and disbursement of funds of the Corporation, report as required on the financial position of the Corporation, and have such other powers and duties as the directors or the chief executive officer may determine.

5.7 Assistants. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant unless the directors or the chief executive officer otherwise direct.

5.8 Variation of Duties. The directors may, from time to time, vary, add to or limit the powers and duties of any officer.

5.9 Term of Office. Each officer shall hold office until his successor is elected or appointed, provided that the directors may at any time remove any officer from office but such removal shall not affect the rights of such officer under any contract of employment with the Corporation.

6. INDEMNIFICATION AND INSURANCE

6.1 Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and the heirs and legal representative of such a person to the extent permitted by the Act.

6.2 Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in the preceding section to the extent permitted by the Act.

7. SHAREHOLDERS

7.1 Quorum. A quorum for the transaction of business at a meeting of shareholders shall be two persons present and each entitled to vote at the meeting.


7.2 Casting Vote. In case of an equality of votes at a meeting of shareholders the Chairman of the meeting shall have a second or casting vote.

7.3 Electronic Meetings. A meeting of shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at a meeting or establishes a communications link to a meeting shall be deemed to be present at that meeting.

7.4 Scrutineers. The Chairman at any meeting of shareholders may appoint one or more persons (who need not be shareholders) to act as scrutineer or scrutineers at the meeting.

8. DIVIDENDS AND RIGHTS

8.1 Declaration of Dividends. Subject to the Act, the directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.

8.2 Cheques. A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their address in the Corporation’s securities register. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

8.3 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the directors may from time to time prescribe, whether generally or in any particular case.


8.4 Unclaimed Dividends. Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9. EXECUTION OF INSTRUMENTS

9.1 Deeds, transfers, assignments, agreements, proxies and other instruments may be signed on behalf of the Corporation by any two directors or any two officers or by a director and an officer or by one of the Chairman of the Board, the President and a Vice-President together with one of the Secretary and the Treasurer or in such other manner as the directors may determine; except that insider trading reports may be signed on behalf of the Corporation by any one director or officer of the Corporation.

10. NOTICE

10.1 A notice mailed to a shareholder, director, auditor or member of a committee shall be deemed to have been received on the fifth day after mailing.

10.2 Accidental omission to give any notice to any shareholder, director, auditor or member of a committee or non-receipt of any notice or any error in a notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.

RESOLVED THAT the foregoing by-law is made a by-law of the Corporation by the signature hereto of the sole director of the Corporation pursuant to the Business Corporations Act (Ontario), this 29th day of May, 2007.

 

/s/ Stephen Jaggers

Stephen Jaggers


RESOLVED THAT the foregoing by-law is confirmed as a by-law of the Corporation by the signature hereto of the sole shareholder of the Corporation pursuant to the Business Corporations Act (Ontario), this 29th day of May, 2007.

 

/s/ Stephen Jaggers

Stephen Jaggers

EX-99.T3B14 45 d856091dex99t3b14.htm EX-99.T3B14 EX-99.T3B14

Exhibit T3B.14

BY-LAW NO. 1

(A by-law relating generally to the conduct

of the affairs of 501109 N.B. LTD.)

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of 501109 N.B. LTD. (hereinafter called the “Corporation”) as follows:

INTERPRETATION

1. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

 

 

(a)

“Act” means the Business Corporations Act, Statutes of New Brunswick, 1981, c. B-9.1, as from time to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any reference in the by-laws of the Corporation shall be read as referring to the amended or substituted provisions therefor;

 

 

(b)

“by-law” means any by-law of the Corporation, from time to time in force and effect;

 

 

(c)

any term contained in the by-laws that is defined in the Act shall have the meaning given to such term in the Act;

 

 

(d)

words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons; and

 

 

(e)

the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

REGISTERED OFFICE

2. The Corporation may from time to time (i) by resolution of the board of directors change the address of the registered office of the Corporation within the place in New Brunswick specified in its articles, and (ii) by an amendment to its articles, change the place in which its registered office is situated.


SEAL

3. The Corporation may, but need not, have a corporate seal. The corporate seal of the Corporation shall be such as the directors may by resolution from time to time adopt. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.

DIRECTORS

4. Number and powers

There shall be a board of directors consisting of one (1) director. Subject to the articles and any unanimous shareholder agreement, the directors shall manage the business and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the Act, the articles, the by-laws, any special resolution of the Corporation, a unanimous shareholder agreement or by statute expressly directed or required to be done in some other manner.

Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

Subject to section 69 of the Act and to the Corporation’s articles, where there is a quorum of directors in office and a vacancy occurs, the directors remaining in office may appoint a qualified person to hold office for the unexpired term of his predecessor.

5. Duties

Every director and officer of the Corporation in exercising his powers and discharging his duties shall:

 

 

(a)

act honestly and in good faith, and

 

 

(b)

exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances,

in the best interests of the Corporation.

6. Qualification

Every director shall be an individual nineteen (19) or more years of age and no one who is of unsound mind and has been so found by a court in Canada or elsewhere or who has the status of a bankrupt or who has been convicted of an offence described in paragraph 63(l)(e) of the Act shall be a director. Directors need not be citizens or

 

- 2 -


residents of Canada.

7. Term of office

A director’s term of office (subject to the provisions, if any, of the Corporation’s articles, and subject to his election for an expressly stated short term) shall be from the date of the meeting at which he is elected or appointed until the close of the annual meeting of shareholders next following his election or appointment or until his successor is elected or appointed.

8. Vacation of office

The office of a director shall be vacated if:

 

 

(a)

he dies;

 

 

(b)

he sends to the Corporation a written resignation (and such resignation is effective immediately unless a later time is specified in the resignation in which case the later time prevails);

 

 

(c)

he is removed from office; or

 

 

(d)

he becomes disqualified by virtue of failing to satisfy the requirements of clause 6, above.

9. Election and removal

Directors shall be elected by the shareholders in general meeting by ordinary resolution on a show of hands unless a poll is demanded and if a poll is demanded such election shall be by ballot. All the directors then in office shall cease to hold office at the close of the meeting of shareholders at which directors are to be elected but, if qualified, are eligible for re-election. Subject to subsections 65(6) and 67(2) of the Act, the shareholders of the Corporation may by ordinary resolution at a special meeting remove any director before the expiration of his term of office and, subject to subsections 65(1) and (4) of the Act, may, by a majority of the votes cast at the meeting, elect any person in his stead for the remainder of his term.

Whenever at any election of directors of the Corporation the number of directors required by the bylaws is not elected by reason of the disqualification, incapacity or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

Each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by him multiplied by the number of directors to be elected, and he may cast all such votes in favour of one candidate or distribute them among the candidates in any manner.

 

- 3 -


A separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution.

If a shareholder has voted for more than one candidate without specifying the distribution of his votes among the candidates, he shall be deemed to have distributed his votes equally among the candidates for whom he voted.

If the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled.

A retiring director shall cease to hold office at the close of the meeting at which his successor is elected unless such meeting was called for the purpose of removing him from office as a director in which case the director so removed shall vacate office forthwith upon the passing of the resolution for his removal.

10. Validity of acts

An act of a director or officer is valid notwithstanding an irregularity in his election or appointment or a defect in his qualification.

MEETING OF DIRECTORS

11. Place of meeting

Subject to the articles, meetings of directors and of any committee of directors may be held at any place within or outside Canada. A meeting of directors may be convened by the Chairman of the Board (if any), the President or any director at any time and the Secretary shall upon direction of any of the foregoing convene a meeting of directors.

12. Notice

Notice of the time and place for the holding of any such meeting shall be delivered, mailed, telegraphed, cabled, telexed or telecopied to each director not less than two (2) days (exclusive of the day on which the notice is delivered, mailed, telegraphed, cabled, telexed or telecopied but inclusive of the day for which notice is given) before the date of the meeting; provided that meetings of the directors or of any committee of directors may be held at any time without formal notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the absent directors have waived notice.

 

- 4 -


For the first meeting of the board of directors to be held following the election of directors at an annual or special meeting of the shareholders or for a meeting of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.

13. Waiver of notice

Notice of any meeting of the board of directors or of any committee of directors or any irregularity in any meeting or in the notice thereof may be waived by any director in any manner, and such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

14. Telephone participation

One or more of the directors may participate in any meeting of directors by means of a telephone or other communications facilities that permit all persons participating in the meeting to hear each other, and a director participating in a meeting by those means shall be deemed to be present at that meeting.

15. Adjournment

Any meeting of directors or any committee may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to any director if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who form a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

16. Quorum and voting

A majority of the number of directors shall constitute a quorum for the transaction of business. Subject to subsection 75(1) of the Act, no business shall be transacted by the directors except at a meeting of directors at which a quorum is present. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting in addition to his original vote shall not have a second or casting vote.

 

- 5 -


17. Written resolution

A resolution in writing signed by all directors or signed counterparts of such resolution by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors duly called, constituted and held.

COMMITTEES OF DIRECTORS AND MANAGING DIRECTOR

18. The directors may from time to time appoint from their number a managing director or one or more committees of directors, and may delegate to such managing director or committees any of the powers of the directors, except that no such managing director or committee shall have the authority to:

 

 

(a)

submit to the shareholders any question or matter requiring the approval of the shareholders;

 

 

(b)

fill a vacancy among the directors or, if an auditor has been appointed, in the office of auditor;

 

 

(c)

issue securities except in the manner and on the terms authorized by the directors;

 

 

(d)

declare dividends;

 

 

(e)

purchase, redeem or otherwise acquire shares issued by the Corporation;

 

 

(f)

pay any commission concerning the issue of its shares;

 

 

(g)

approve any annual financial statements to be placed before the shareholders of the Corporation; or

 

 

(h)

adopt, amend or repeal by-laws of the Corporation.

REMUNERATION OF DIRECTORS,

OFFICERS AND EMPLOYEES

19. The remuneration to be paid to the directors, officers and employees of the Corporation shall be such as the directors shall from time to time by resolution determine. The directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporation’s behalf other than the routine work ordinarily required of a director of the Corporation. The confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors, officers and employees shall also be entitled to be paid their travelling and

 

- 6 -


other expenses properly incurred by them in connection with the affairs of the Corporation.

SUBMISSION OF CONTRACTS OR TRANSACTIONS TO

SHAREHOLDERS FOR APPROVAL

20. The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirements are imposed by the Act or by the Corporation’s articles, or any other by-law) shall be as valid and as binding upon the Corporation and upon all the shareholders as though it had been approved, ratified and/or confirmed by every shareholder of the Corporation.

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

21. No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office of trust or in relation thereto, unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly, in good faith with a view to the best interests of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or regulations made thereunder or relieve him from liability for a breach thereof. The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs

 

- 7 -


services for the Corporation, the fact of his being a shareholder, director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be from receiving proper remuneration for services.

INDEMNITIES TO DIRECTORS AND OTHERS

22. Subject to subsections 81(2) and 81(3) of the Act, except in respect to an action by or on behalf of the Corporation or body corporate to procure a judgment in its favour, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation and each person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such corporation or body corporate, if:

(a) he acted honestly and in good faith with a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

OFFICERS

23. Appointment of officers

The directors shall annually, or as often as may be required, appoint such one or more officers as may be deemed necessary including, if the directors see fit, a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and one or more Assistant Secretaries and/or one or more Assistant Treasurers. None of such officers, except the Chairman of the Board, need be a director of the Corporation. Two or more such offices, except the Chairman of the Board, may be held by the same person. In the case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer. The directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have authority and shall perform such functions and duties, as may from time to time be prescribed by resolution of the board of directors.

24. Removal of officers, etc

All officers, employees and agents, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without

 

- 8 -


cause.

25. Duties of officers may be delegated

In case of the absence or inability or refusal to act of any officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer of the Corporation to any other officer or to any director for the time being.

26. Chairman of the Board

The Chairman of the Board shall, if present, preside at all meetings of the board of directors and at all meetings of shareholders. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by the directors.

27. President

The President shall be the chief executive officer of the Corporation and shall exercise general supervision over the business and affairs of the Corporation. In the absence of the Chairman of the Board (if any), and if the President is also a director of the Corporation, the President shall, when present, preside at all meetings of the directors, any committee of the directors and shareholders; he shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office.

28. Vice-President

The Vice-President or, if more than one, the Vice-Presidents in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President, provided, however, that a Vice-President who is not a director shall not preside as chairman at any meeting of directors or shareholders. The Vice-President or, if more than one, the Vice-Presidents in order of seniority, shall sign such contracts, documents or instruments in writing as require his or their signatures and shall also have such other powers and duties as may from time to time be assigned to him or them by resolution of the directors.

29. Secretary

The Secretary shall give or cause to be given notices for all meetings of the directors, any committees of the directors and shareholders when directed to do so and shall have charge of the minute books of the Corporation and (subject to the appointment by the Corporation of an agent to maintain securities registers), of the documents and registers referred to below. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and

 

- 9 -


duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office.

The Secretary (if one is appointed) or the President shall prepare and maintain records containing the following documents:

 

 

(a)

a copy of the articles and amendments thereto;

 

 

(b)

a copy of the by-laws and amendments thereto;

 

 

(c)

a copy of any unanimous shareholder agreement;

 

 

(d)

minutes of all shareholders’ meetings and resolutions;

 

 

(e)

copies of all notices of directors, and notices of change of directors;

 

 

(f)

a share register (subject to section 51 of the Act concerning bearer share warrants authorized by the articles) containing the following:

 

 

(i)

the names alphabetically arranged and the last known address of every past and present shareholder,

 

 

(ii)

the number and class or series of shares held by each shareholder, and

 

 

(iii)

the date and particulars of issue and transfer of each share, and

 

 

(g)

the names and addresses of all persons who are or have been directors of the Corporation with the dates at which each became or ceased to be a director.

30. Treasurer

Subject to the provisions of any resolution of the directors, the Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such other depository or depositories as the directors may by resolution direct. He shall prepare and maintain adequate accounting records. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office. He may be required to give such bond for the faithful performance of his duties as the directors in their uncontrolled discretion may require and no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

 

- 10 -


31. Assistant Secretary and Assistant Treasurer

The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall perform all the duties of the Secretary and Treasurer, respectively, in the absence or inability to act of the Secretary or Treasurer as the case may be. The Assistant Secretary or Assistant Secretaries, if more than one, and the Assistant Treasurer or Assistant Treasurers, if more than one, shall sign such contracts, documents or instruments in writing as require his or their signatures respectively and shall have such other powers and duties as may from time to time be assigned to them by resolution of the directors;

32. Vacancies

If the office of President, Vice-President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or any other office created by the directors pursuant to paragraph 23 hereof shall be or become vacant by reason of death, resignation or in any other manner whatsoever, the directors shall in the case of the President and may in the case of the other offices appoint an officer to fill such vacancy.

SHAREHOLDERS’ MEETING

33. Annual Meeting

Subject to subsection 95 of the Act, the annual meeting of the shareholders shall be held on such day in each year and at such time as the directors may agree upon provided that an annual meeting of the shareholders shall be held not later than 18 months after the date of incorporation or amalgamation (if the Corporation has, subsequent to its incorporation, undergone a statutory amalgamation) and subsequent annual meetings shall be held not later than 15 months after holding the last preceding annual meeting. If the directors have not determined a fixed date each year for the annual meeting and the annual meeting has not been held within the time limits prescribed any officer or director may convene an annual meeting.

34. Special Meetings

A special meeting of the shareholders may be convened by the President or any two directors at any date and time.

35. Place of Meetings

Meetings of the shareholders may be held at any place within or outside Canada permitted by the articles as is specified in the notice calling the meeting.

 

- 11 -


36. Notice

A printed, written or typewritten notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating (i) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (ii) the text of any special resolution to be submitted to the meeting, shall be served either by delivering such notice personally to or by sending such notice to each person who is entitled to notice of such meeting and who on the record date for notice appears on the records of the Corporation or its transfer agent as a shareholder and to each director of the Corporation and the auditor, if any, of the Corporation by prepaid mail not less than 21 days and not more than 50 days (exclusive of the day of mailing and inclusive of the day for which notice is given) before the date of every meeting addressed to the latest address of each such person as shown in the records of the Corporation or its transfer agent, or if no address is shown therein, then to the last address of each such person known to the Secretary, if any, or the President provided that a meeting of shareholders may be held for any purpose at any date and time and at any place without notice if all the shareholders entitled to notice of such meeting are present in person or represented by proxy at the meeting (except where the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the shareholders entitled to notice of such meeting and not present in person nor represented by proxy thereat waive notice of the meeting. Notice of any meeting of shareholders or the time for the giving of any such notice or any irregularity in any such meeting or in the notice thereof may be waived by any shareholder, the duly appointed proxy of any shareholder, any director or the auditor of the Corporation in any manner and any such waiver may be validly given either before or after the meeting to which such waiver relates.

The auditor of the Corporation is entitled to attend any meeting of shareholders of the Corporation and to receive all notices and other communications relating to any such meeting that a shareholder is entitled to receive.

The accidental omission to give notice of any meeting to or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at any meeting of shareholders.

37. Record dates

The directors may fix in advance a date as the record date for the determination of shareholders (i) entitled to receive payment of a dividend, (ii) for any other purpose except the right to receive notice of or to vote at a meeting of shareholders, but such record date shall not precede by more than 50 days the particular action to be taken.

The directors may also fix in advance the date as the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders, but such record date shall not precede by more than 50 days or by less than 21 days the date on which the meeting is to be held.

 

- 12 -


If no record date is fixed,

(a) the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders shall be

 

 

(i)

at the close of business on the day immediately preceding the day on which the notice is given; or

 

 

(ii)

if no notice is given, the day on which the meeting is held; and

(b) the record date for the determination of shareholders for any purpose, other than that specified in subparagraph (a) above or to vote, shall be at the close of business on the day on which the directors pass the resolution relating thereto.

38. Voting

Every question submitted to any meeting of shareholders shall be decided in the first instance on a show of hands and in case of an equality of votes the chairman of the meeting shall not have a second or casting vote in addition to the vote or votes to which he may be entitled as a shareholder or proxy nominee.

At any meeting, unless a poll is demanded by a shareholder or proxyholder entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

In the absence of the Chairman of the Board (if any), the President and Vice-President who is a director, the shareholders present entitled to vote shall choose another director as chairman of the meeting and if no director is present or if all the directors present decline to take the chair then the shareholders present shall choose one of their number to be chairman.

If at any meeting a poll is demanded on the election of a chairman or on the question of adjournment or termination, the poll shall be taken forthwith without adjournment. If a poll is demanded on any other questions or as to the election of directors, the poll shall be taken by ballot in such manner and either at once or later at the meeting or after adjournment as the chairman of the meeting directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

Where a person holds shares as a personal representative, such person or his proxy is the person entitled to vote at all meetings of shareholders in respect of the shares so held by him.

 

- 13 -


Where a person mortgages, pledges or hypothecates his shares, such person or his proxy is the person entitled to vote at all meetings of shareholders in respect of such shares so long as such person remains the registered owner of such shares.

Where two or more persons hold the same share or shares jointly, any one of such persons present at a meeting of shareholders has the right, in the absence of the other or others, to vote in respect of such share or shares, but if more than one of such persons are present or represented by proxy and vote, they shall vote together as one on the share or shares jointly held by them.

39. Proxies

Votes at meetings of the shareholders may be given either personally or by proxy. At every meeting at which he is entitled to vote, every shareholder present in person and every proxyholder shall have one (1) vote on a show of hands. Upon a poll at which he is entitled to vote, every shareholder present in person or by proxy shall (subject to the provisions, if any, of the Corporation’s articles) have one (1) vote for every share registered in his name.

Every shareholder, including a shareholder that is a body corporate, entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who need not be a shareholder, to attend and act at the meeting in the place and stead of the shareholder except to the extent limited by proxy.

An instrument appointing a proxy shall be in writing and executed by a shareholder or his attorney authorized in writing and is valid only at the meeting in respect of which it is given or at any adjournment thereof.

An instrument appointing a proxyholder may be in the following form or in any other form that complies with the requirements of the Act:

“The undersigned shareholder of                                      hereby appoints                          of                         , whom failing,                          of                          as the nominee of the undersigned to attend, vote and act for and on behalf of the undersigned at the                          meeting of the shareholders of the said Corporation to be held on the          day of             , 19     , and at any adjournment thereof in the same manner, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such adjournment thereof.

DATED the          day of                 , 19     .

 

- 14 -


 

                                                 

 
 

  Signature of Shareholder

 

This form of proxy must be signed by a shareholder or his attorney authorized in writing.”

The directors may from time to time pass regulations regarding the lodging of instruments appointing a proxyholder at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to be held and for particulars of such instruments to be telegraphed, cabled, telexed or sent in writing before the meeting or adjourned meeting to the Corporation or any agent of the Corporation appointed for the purpose of receiving such particulars and providing that instrument appointing a proxyholder so lodged may be voted upon as though the instruments themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted. However, if the directors specify in the notice calling a shareholders’ meeting a time preceding the meeting or adjournment thereof before which time proxies to be used at the meeting must be deposited with the Corporation or its agent the time so specified shall not exceed 48 hours, excluding Saturday and holidays preceding the meeting. The chairman of the meeting of shareholders may, subject to any regulations made as aforesaid, in his discretion accept telegraphic, telex, cable or written communication as to the authority of anyone claiming to vote on behalf of and to represent a shareholder notwithstanding that no instrument of proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such telegraphic, telex, cable or written communication accepted by the chairman of the meeting shall be valid and shall be counted.

40. Telephone Meetings

A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of telephone or other communications facility that permits all persons participating in the meeting to hear each other and a person participating in such a meeting by those means shall be deemed to be present at the meeting.

41. Adjournment

The chairman of the meeting may with the consent of the meeting adjourn any meeting of shareholders from time to time to a fixed time and place and if the meeting is adjourned for less than sixty (60) days no notice of the time and place for the holding of the adjourned meeting need by given to any shareholder, other than by announcement at the earliest meeting that is adjourned by one or more adjournments for an aggregate of sixty (60) days or more, notice of the adjourned meeting shall be given as for an original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The persons who

 

- 15 -


formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

42. Quorum

Two (2) persons present and each holding or representing by proxy at least one (1) issued share of the Corporation shall be a quorum of any meeting of shareholders for the choice of a chairman of the meeting and for the adjournment of the meeting to a fixed time and place but may not transact any other business; for all other purposes a quorum for any meeting shall be persons present not being less than two (2) in number and holding or representing by proxy not less than fifty-one per cent (51%) of the total number of the issued shares of the Corporation for the time being enjoying voting rights at such meeting. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

Notwithstanding the foregoing, if a Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting.

43. Written Resolution

A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is as valid as if it had been passed at a meeting of the shareholders whether an annual or a special meeting.

SHARES AND TRANSFERS

44. Issuance

Subject to the articles of the Corporation, any unanimous shareholder agreement and to section 27 of the Act (pre-emptive right) shares in the Corporation may be issued at such time and issued to such persons and for such consideration as the directors may determine.

45. Share certificates

Share certificates (and the form of transfer power on the reverse side thereof) shall (subject to compliance with section 47 of the Act) be in such form as the directors may from time to time by resolution approve and such certificates shall be signed manually by at least one director or officer of the Corporation or by or on behalf of a

 

- 16 -


registrar, transfer agent or branch transfer agent of the Corporation, and any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced thereon. If a share certificate contains a printed or mechanically reproduced signature of a person, notwithstanding any change in the persons holding an office between the time of actual signing and the issuance of any certificate and notwithstanding that a person signing may not have held office at the date of issuance of such certificate, any such certificate so signed shall be valid and binding upon the Corporation.

46. Agent

The directors may from time to time by resolution appoint or remove an agent to maintain a central share register and branch share registers for the Corporation.

47. Surrender of share certificates

Subject to the Act, no transfer of a share issued by the Corporation shall be recorded or registered unless or until the share certificate representing the share to be transferred has been surrendered and cancelled or, if no certificate has been issued by the Corporation in respect of such share, unless or until a duly executed share transfer power in respect thereof has been presented for registration.

48. Defaced, destroyed, stolen or lost share certificates

In case of the defacement, destruction, theft or loss of a share certificate, the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to an agent of the Corporation (if any), on behalf of the Corporation, with a statement verified by oath or statutory declaration as to the defacement, destruction, theft or loss and the circumstances concerning the same and with a request for the issuance of a new share certificate to replace the one so defaced, destroyed, stolen or lost. Upon the giving to the Corporation (or, if there be an agent, hereinafter in this paragraph referred to as the “Corporation’s agent”, then to the Corporation and the Corporation’s agent) of a bond of a surety company (or other security approved by the directors) in such form as is approved by the directors or by the Chairman of the Board (if any), the President, a Vice-President, the Secretary or the Treasurer of the Corporation, indemnifying the Corporation (and the Corporation’s agent if any), against all loss, damage or expense, that the Corporation and\or the Corporation’s agent may suffer or be liable for by reason of the issuance of a new share certificate to such shareholder, and provided the Corporation or the Corporation’s agent does not have notice that the share has been acquired by a bona fide purchaser, a new share certificate may be issued in replacement of the one defaced, destroyed, stolen or lost, if such issuance is ordered and authorized by any one of the Chairman of the Board (if any), the President, a Vice-President, the Secretary or the Treasurer of the Corporation or by resolution of the directors.

 

- 17 -


DIVIDENDS

49. The Directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares, subject to the provisions (if any) of the Corporation’s articles unless there are reasonable grounds for believing that,

(a) the Corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

(b) the realizable value of the Corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

Subject to the foregoing, the Corporation may pay a dividend in money or property or by issuing fully paid shares of the Corporation.

50. Joint holders of securities

In case several persons are registered as the joint holders of any securities of the Corporation, any one of such persons may give effectual receipts for all dividends and payments on account of dividends, principal, interest and/or redemption payments on redemption of securities (if any) subject to redemption in respect of such securities.

VOTING SECURITIES IN OTHER BODIES CORPORATE

51. All securities of any other body corporate carrying voting rights held from time to time by the Corporation may be voted at all meetings of shareholders, bondholders, debenture holders or holders of such securities, as the case may be, of such other body corporate and in such manner and by such person or persons as the directors of the Corporation shall from time to time determine and authorize by resolution. The duly authorized signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the directors.

NOTICES, ETC

52. Service

Any notice or other document required to be given or sent by the Corporation to any shareholder, director or auditor of the Corporation shall be delivered personally or sent by prepaid mail or by telegram, telex or cablegram addressed to:

(a) the shareholder at his latest address as shown on the records of the Corporation or its transfer agent; and

 

- 18 -


(b) the director at his latest address as shown in the records of the Corporation or in the last notice filed under section 64 or 71 of the Act.

With respect to every notice or document sent by prepaid mail it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a post office or into a post office letter box.

53. Returned notices

If the Corporation sends a notice or document to a shareholder and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he informs the Corporation in writing of his new address.

54. Shares registered in more than one name

All notices or other documents shall, with respect to any shares in the capital of the Corporation registered in more than one name, be given to whichever of such persons is named first in the records of the Corporation and any notice or other document so given shall be sufficient notice or delivery of such document to all the holders of such shares.

55. Persons becoming entitled by operation of law

Every person who by operation of law, transfer or by any other means whatsoever shall become entitled to any shares in the capital of the Corporation shall be bound by every notice or other document in respect of such shares which prior to his name and address being entered on the records of the Corporation shall have been duly given to the person or persons from whom he derives his title to such shares.

56. Deceased shareholder

Any notice or other document delivered or sent by post or left at the address of any shareholder as the same appears in the records of the Corporation shall, notwithstanding that such shareholder be then deceased and whether or not the Corporation has notice of his decease, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with other persons) until some other person be entered in his stead in the records of the Corporation as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or other document on his heirs, executors or administrators and all persons (if any) interested with him in such shares.

57. Signature of notices

The signature of any director or officer of the Corporation to any notice may be

 

- 19 -


written, stamped, typewritten, printed or otherwise mechanically reproduced.

58. Computation of time

Where a given number of days’ notice or notice extending over any period is required to be given under any provisions of the articles or by-laws of the Corporation, the day of service or posting of the notice shall, unless it is otherwise provided, be counted in such number of days or other period and such notice shall be deemed to have been given or sent on the day of service or posting.

59. Proof of service

A certificate of any officer of the Corporation in office at the time of the making of the certificate or of an agent of the Corporation as to facts in relation to the mailing or delivery or service of any notice or other documents to any shareholder, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

CHEQUES, DRAFTS, NOTES, ETC.

60. All cheques, drafts or orders for the payment of money and all notices, acceptances and bills of exchange shall be signed by such officer or officers or other person or persons, whether or not officers of the Corporation, and in such manner as the directors may from time to time designate by resolution.

CUSTODY OF SECURITIES

61. All securities (including warrants) owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the directors, with such other depositories or in such other manner as may be determined from time to time by the directors.

All securities (including warrants) belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and shall be endorsed in blank with the endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

 

- 20 -


EXECUTION OF CONTRACTS, ETC.

62. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any two directors and/or officers of the Corporation and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The corporate seal of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by an officer or officers, person or persons appointed as aforesaid by resolution of the board of directors.

The term “contracts”, “documents”, or “instruments in writing” as used in this bylaw shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

In particular, without limiting the generality of the foregoing, the President alone is authorized to sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of the Corporation and to sign and execute (under the seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such securities.

The signature or signatures of any such officer or director of the Corporation and/or of any other officer or officers, person or persons appointed as aforesaid by resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or securities of the Corporation on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by resolution of the directors, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of delivery or issue of such. contracts, documents or instruments in writing or securities of the Corporation.

 

- 21 -


ENFORCEMENT OF LIEN FOR INDEBTEDNESS

63. Subject to subsection 47(8) of the Act, if the articles of the Corporation provide that the Corporation has a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the Corporation, the directors of the Corporation may refuse to permit the registration of a transfer of any such share or shares until the debt has been paid in full.

FINANCIAL YEAR

64. The financial year of the Corporation shall terminate on such day in each year as the board of directors may from time to time by resolution determine, and until so determined shall terminate on the last day of the fiscal period selected for the purposes of the Income Tax Act (Canada).

AUDITORS AND FINANCIAL STATEMENTS

65. The shareholders of the Corporation may by ordinary resolution appoint an auditor who shall hold office until the next succeeding annual meeting or until his successor is elected or appointed unless a resolution is passed not to appoint an auditor for the ensuing year. Subject to section 104 of the Act, the auditor shall be a person who is independent of the Corporation, its affiliates, directors and officers.

66. The directors of the Corporation shall place before the annual meeting comparative financial statements prepared in accordance with generally accepted accounting principles and relating separately to (i) the period between the date of incorporation and a date not more than 6 months prior to the annual meeting or, if a financial year has been completed, the period between the end of such financial year and a date not more than 6 months prior to the annual meeting, and (ii) the immediately preceding financial year, together with the report of the auditor, if any has been appointed. A copy of the above-mentioned financial statements shall be sent to every shareholder (other than a shareholder who has informed the Corporation in writing that he does not want a copy) not less than 21 days before the annual meeting or such shorter period before the meeting as may be agreed by the shareholders.

LOANS TO SHAREHOLDERS AND OTHERS

67. The corporation may give financial assistance by means of a loan, guarantee or otherwise:

(a) to any person on account of expenditures incurred on behalf of the Corporation;

 

- 22 -


(b) to a holding body corporate if the Corporation is a wholly-owned subsidiary of the borrower or recipient of financial assistance;

(c) to a subsidiary of the Corporation;

(d) to or for the benefit of employees of the Corporation or any of its affiliates;

 

 

(i)

to enable or assist them to purchase or erect houses for their own occupation; and

 

 

(ii)

in accordance with a plan for the purchase of shares of the Corporation or any of its affiliates by a trustee; and

(e) subject to subsections 43(1) and 43(2) of the Act (which prohibit loans secured by a share of the Corporation and financial assistance in connection with shares issued or to be issued by the Corporation):

 

 

(i)

to any shareholder, director, officer or employee of the Corporation or its affiliates, or

 

 

(ii)

to any associate of a person named in subparagraph (i) above.

WITNESS the corporate seal of the Corporation.

ENACTED the 6th day of November, 1995.

 

“Sarbjit S. Basra”       “Beverley D. Liske”

 

   C.S.   

 

President       Secretary
                                             

 

- 23 -


501109 N.B. LTD.

BY-LAW NO. 2

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of 501109 N.B. LTD. (hereinafter called the “Corporation”) as follows:

1. The directors may and they are hereby authorized from time to time to

 

 

(a)

borrow money upon the credit of the Corporation;

 

 

(b)

limit or increase the amount to be borrowed;

 

 

(c)

issue, reissue, sell or pledge bonds, debentures, notes or other securities or debt obligations of the Corporation;

 

 

(d)

issue, sell or pledge such bonds, debentures, notes or other securities or debt obligations for such sums and at such prices as may be deemed expedient; and

 

 

(e)

mortgage, hypothecate, charge, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation to secure any such bonds, debentures, notes or other securities or debt obligations, or to secure any present or future borrowing, liability or obligation of the Corporation.

2. The directors may from time to time by resolution delegate to the Chairman of the Board of Directors or the President together with the Secretary or to any two directors of the Corporation all or any of the powers conferred on the directors by paragraph 1 of this by-law to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

3. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of a borrowing by-law.

ENACTED the 6th day of November, 1995.

WITNESS the corporate seal of the Corporation.

 

“Sarbjit S. Basra”       “Beverley D. Liske”

 

   C.S.   

 

President       Secretary
                                             


501109 N.B. LTD.

 

 

CANADIAN IMPERIAL BANK OF COMMERCE

 

 

BY-LAW NO. 3

A By-Law respecting the borrowing of money, the issuing of securities and the securing of liabilities by 501109 N.B. LTD. (the “Company”).

BE IT ENACTED as a By-Law of the Company as follows:

The directors of the Company may from time to time

 

 

(a)

borrow money or otherwise obtain credit upon the credit of the Company in such amounts and upon such terms as may be considered advisable;

 

 

(b)

issue, reissue, sell or pledge debt obligations of the Company, including without limitation, bonds, debentures, debenture stock, notes or other securities or obligations of the Company, whether secured or unsecured for such sums, upons such terms, covenants and conditions and at such prices as may be deemed expedient;

 

 

(c)

charge, mortgage, hypothecate, pledge, assign, transfer or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Company, including without limitation, book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any money borrowed or any other debt or liability of the Company;

 

 

(d)

delegate to such one or more of the officers and directors of the Company as may be designated by the directors all or any of the powers conferred by the foregoing clauses of this By-Law to such extent and in such manner as the directors shall determine at the time of each delegation.

PASSED by the directors and sealed with the Company’s seal this 6th day of November, 1995.

 

“Sarbjit S. Basra”       “Beverley D. Liske”

 

   C.S.   

 

President       Secretary
                                             


501109 N.B. LTD.

The undersigned, being the sole shareholder of 501109 N.B. LTD., pursuant to subsection 95(1) of the Business Corporations Act (New Brunswick) hereby passes the following resolution:

Amendment to By-Law No. 1

WHEREAS the articles of the Corporation provide for a minimum of 1 and a maximum of 10 directors of the Corporation;

AND WHEREAS it is considered necessary and expedient in the interests of the Corporation to amend By-Law No. 1 as hereinafter provided;

NOW THEREFORE BE IT RESOLVED THAT

Paragraph 4 of By-Law No. 1 of the Corporation be amended by deleting the first sentence thereof and substituting the following in its place:

There shall be a board of directors consisting of two (2) directors.

 

LOGO

EX-99.T3D1 46 d856091dex99t3d1.htm EX-99.T3D1 EX-99.T3D1

Exhibit T3D.1

 

LOGO

Court File No. CV-20-636938-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

 

THE HONOURABLE MADAM

  )    WEDNESDAY, THE 26TH

JUSTICE CONWAY

  )    DAY OF FEBRUARY, 2020
  )   

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD., AND INVOLVING SHERRITT INTERNATIONAL OIL AND GAS LIMITED, SHERRITT INTERNATIONAL (BAHAMAS) INC., SHERRITT POWER (BAHAMAS) INC., SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED, SHERRITT UTILITIES INC., CANADA NORTHWEST OILS (EUROPE) B.V., CNWL OIL (ESPANA) S.A., AND MADAGASCAR MINERAL INVESTMENTS LTD.

INTERIM ORDER

THIS MOTION made by Sherritt International Corporation (Sherritt or the Company) and 11722573 Canada Ltd. (together with Sherritt, the Applicants) for an interim order for advice and directions pursuant to Section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA) was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Motion, the Notice of Application, the affidavit of Andrew Snowden sworn February 25, 2020 (the Snowden Affidavit), including the plan of arrangement (the Plan of Arrangement) substantially in the form attached as Appendix “C” to the Company’s draft management information circular (the Information Circular) which is


attached as Exhibit “A" to the Snowden Affidavit, and on hearing the submissions of counsel for the Applicants, and on being advised that the Director appointed under the CBCA (the “Director”) does not consider it necessary to appear.

Definitions

1. THIS COURT ORDERS that capitalized terms used and not specifically defined herein shall have the meanings ascribed to them in the Information Circular or the Plan of Arrangement, as applicable.

Service

2. THIS COURT ORDERS that the requirement for service of the Notice of Motion is hereby dispensed with and that this Motion is properly returnable today.

The Meetings

3. THIS COURT ORDERS that the Applicants are permitted to call, hold and conduct a separate meeting for each of (i) the Debtholders and (ii) the Shareholders, in each case to be held at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario, as follows:

 

  a)

the meeting of the Debtholders as of the Record Date (as defined below) (the Debtholders’ Meeting) shall be held at 10:00 a.m. (Toronto time) on April 9, 2020, or such later date as may be determined by the Applicants, in order for the Debtholders to consider and, if determined advisable, pass a resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (the Debtholders’ Arrangement Resolution); and

 

2


  b)

the meeting of the Shareholders as of the Record Date (the “Shareholders’ Meeting”, and together with the Debtholders’ Meeting, the “Meetings”) shall be held at 10:30 a.m. (Toronto time) on April 9, 2020, or such later date as may be determined by the Applicants, in order for the Shareholders to consider and, if determined advisable, pass a resolution authorizing, adopting and approving, with or without variation the Stated Capital Reduction (the “Stated Capital Reduction Resolution”, and together with the Debtholders’ Arrangement Resolution, the “Resolutions”).

4. THIS COURT ORDERS that the Meetings shall be called, held and conducted in accordance with the CBCA, the rulings and directions of the Chair, this Interim Order and the applicable notices of the Meetings which accompany the Information Circular (the Notices of Meetings), subject to what may be provided hereafter (including, without limitation, paragraph 9 of this Interim Order) and subject to further order of this Court.

5. THIS COURT ORDERS that the record date (the “Record Date”) for determination of Debtholders and Shareholders entitled to notice of, and to vote at, the Meetings, shall be 5:00 p.m. (Toronto time) on the date that is set forth in the Applicants’ notice of record date published in The Globe and Mail, The National Post or other similar newspaper (the “Record Date Notice”), which Record Date shall be at least seven days following publication by (or on behalf of) the Applicants of the Record Date Notice.

6. THIS COURT ORDERS that the only persons entitled to attend or speak at the Debtholders’ Meeting shall be:

 

3


  a)

the Debtholders as of the Record Date, or their respective proxyholders, and their respective legal counsel;

 

  b)

the officers, directors, auditors and advisors of the Applicants;

 

  c)

the Existing Indenture Trustee and its legal counsel;

 

  d)

the Director; and

 

  e)

other persons who may receive the permission of the Chair of the Debtholders’ Meeting.

7. THIS COURT ORDERS that the only persons entitled to attend or speak at the Shareholders’ Meeting shall be:

 

  a)

the Shareholders as of the Record Date, or their respective proxyholders, and their respective legal counsel;

 

  b)

the officers, directors, auditors and advisors of the Applicants;

 

  c)

the Director; and

 

  d)

other persons who may receive the permission of the Chair of the Shareholders’ Meeting.

8. THIS COURT ORDERS that the Applicants may transact such other business at the Meetings as is contemplated in the Information Circular, or as may otherwise be properly brought before the Meetings.

 

4


Chair and Quorum

9. THIS COURT ORDERS that the Chair of each of the Meetings shall be determined by the Applicants and that quorum at each of the Debtholders’ Meeting and the Shareholders’ Meeting shall be satisfied if two or more persons entitled to vote at such Debtholders’ Meeting or Shareholders’ Meeting, respectively, are present, in person or represented by proxy, at the outset of such Debtholders’ Meeting or Shareholders’ Meeting, respectively.

Amendments to the Arrangement and Plan of Arrangement

10. THIS COURT ORDERS that the Applicants are authorized to make, subject to the terms of paragraph 11 below and the Plan of Arrangement, such amendments, modifications and/or supplements to the Arrangement and the Plan of Arrangement as they may determine without any additional notice to the Debtholders, or others entitled to receive notice under paragraph 15 hereof, and the Arrangement and Plan of Arrangement, as so amended, modified and/or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Debtholders at the Debtholders’ Meeting and shall be the subject of the Debtholders’ Arrangement Resolution. Amendments, modifications and/or supplements to the Arrangement and Plan of Arrangement may be made following the Debtholders’ Meeting, but shall be subject to the terms of the Plan of Arrangement and, if appropriate, further direction by this Court at the hearing for the final order approving the Arrangement (the “Final Order”).

11. THIS COURT ORDERS that, if any amendments, modifications and/or supplements to the Arrangement or Plan of Arrangement prior to the Debtholders’ Meeting as referred to in paragraph 10 above, would, if disclosed, reasonably be expected to affect a Debtholder’s decision to vote for or against the Debtholders’ Arrangement Resolution, notice of such amendment,

 

5


modification and/or supplement shall be distributed prior to the Debtholders’ Meeting by press release, newspaper advertisement, prepaid ordinary mail, e-mail or by the method most reasonably practicable in the circumstances, as the Applicants may determine, and that the Applicants shall provide notice of such amendment, modification and/or supplement to the Existing Indenture Trustee by the method most reasonably practicable in the circumstances as the Applicants may determine.

Amendments to the Information Circular

12. THIS COURT ORDERS that the Applicants are authorized to make such amendments, revisions and/or supplements to the draft Information Circular as they may determine and the Information Circular, as so amended, revised and/or supplemented, shall be the Information Circular to be distributed in accordance with paragraphs 15 and 21 hereof.

Adjournments and Postponements

13. THIS COURT ORDERS that the Applicants are authorized, if they deem advisable, to adjourn or postpone one or both of the Meetings on one or more occasions, without the necessity of first convening such Meetings or first obtaining any vote of the Debtholders or Shareholders, as applicable, respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Applicants may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair in respect of adjournments or postponements of the Meetings.

14. THIS COURT ORDERS that any adjournment or postponement of one or both of the Meetings shall not have the effect of modifying the Record Date for persons entitled to receive

 

6


notice of or vote at such Meetings. At any subsequent reconvening of an adjourned or postponed Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convened Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent reconvening of such adjourned or postponed Meeting.

Notice of Debtholders’ Meeting and Debtholder Solicitation Process

15. THIS COURT ORDERS that, to effect notice of the Debtholders’ Meeting, the Applicants shall send the Information Circular (including the applicable Notice of Meeting, the Notice of Application and this Interim Order), as well as:

 

  a)

for Noteholders, a Noteholder voting information and election form (including any electronic version thereof for use by its Intermediary (as defined below)) (the “Noteholder VIEF”) (collectively with the Information Circular, and together with such amendments or additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order, the “Noteholder Meeting Package”), which Noteholder VIEF shall provide instructions for how a beneficial Noteholder can instruct its Intermediary as to how to vote its Existing Notes at the Debtholders’ Meeting (the “Noteholder Instructions”); and

 

  b)

for CFA Lenders, a CFA Lender proxy, voting and election form (the “CFA Lender Voting and Election Form”) (collectively with the Information Circular, and together with such amendments or additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the Willis of this Interim Order, the “CFA Lender Meeting Package”, and together with the

 

7


 

Noteholder Meeting Package, the “Debtholder Meeting Packages”), which CFA Lender Voting and Election Form shall provide instructions for how a CFA Lender can instruct Sherritt (or its agents) as to how it wishes to vote its CFA Loans at the Debtholders’ Meeting and the CFA Lender Election (as defined below) it wishes to make (the “CFA Lender Instructions”),

in each case to Kingsdale Advisors (the “Proxy, Information and Exchange Agent”) for distribution, as applicable, in accordance with this Interim Order. For the avoidance of doubt, all Debtholder Meeting Packages and all other communications or documents to be sent pursuant to this Interim Order shall be distributed by or on behalf of the Applicants.

16. THIS COURT ORDERS that, as soon as practicable after the Record Date, the Existing Indenture Trustee shall request, and promptly upon receipt shall provide, or cause to be provided, to the Applicants and the Proxy, Information and Exchange Agent a list (or lists) showing the names and addresses of all persons who are participants (each, an “Intermediary”) holding Existing Notes in the clearing, settlement and depository system operated by CDS (“CDSX”) and the principal amount of Existing Notes held by each Intermediary as of the Record Date (the “Intermediaries Lists”).

17. THIS COURT ORDERS that, upon receipt by the Proxy, Information and Exchange Agent of the Intermediaries Lists, the Proxy, Information and Exchange Agent shall send a Noteholder Meeting Package to CDS, whose nominee, CDS & Co., is the sole registered Noteholder of the Existing Notes, and shall, through the facilities of CDS, Broadridge Investor Communication Solutions, Canada, a subsidiary of Broadridge Financial Solutions, Inc. (“Broadridge”), and any other applicable proxy mailing service providers, provide, or cause to be

 

8


provided, in a timely manner and in accordance with customary practices, one Noteholder Meeting Package to each beneficial Noteholder that has an account (directly or indirectly through an agent or custodian) with the Intermediaries.

18. THIS COURT ORDERS that concurrently with the mailing of the Noteholder Meeting Packages as contemplated in paragraph 17 above, CDS shall, in accordance with its customary procedures, cause to be delivered through the Intermediaries to each beneficial Noteholder information pertaining to an electronic version of the Noteholder VIEF through a CDS bulletin and establish a voluntary corporate action pursuant to CDSX or any other similar program which provides each beneficial Noteholder with the opportunity to submit its Noteholder Instructions.

19. THIS COURT ORDERS that each Intermediary shall take any and all reasonable action required to assist any beneficial Noteholder which has an account (directly or through an agent or custodian) with such Intermediary in returning to the Intermediary its Noteholder Instructions or such other documentation (or electronic instructions) as the Intermediary may customarily request from a beneficial Noteholder for purposes of enabling it to vote at the Debtholders’ Meeting and to deliver its Noteholder Instructions.

20. THIS COURT ORDERS that, as soon as practicable after receipt of the Debtholder Meeting Packages pursuant to paragraph 15 above, the Proxy, Information and Exchange Agent, or the Applicants, shall send, or cause to be sent, by pre-paid ordinary or first-class mail, recognized courier service, e-mail or such other means as the Applicants may determine are reasonable in the circumstances, as follows:

 

  a)

a Noteholder Meeting Package to the Existing Indenture Trustee; and

 

9


  b)

a CFA Lender Meeting Package to each CFA Lender at the address or other contact information in the books and records of the Company for the CFA Lenders, and Sherritt shall post electronic copies of the Noteholder Meeting Package on its website, all in accordance with this Interim Order.

Notice of Shareholders’ Meeting and Proxy Solicitation Process

21. THIS COURT ORDERS that, in order to effect notice of the Shareholders’ Meeting, the Applicants shall send the Information Circular (including the applicable Notice of Meeting, the Notice of Application and this Interim Order) and the form of proxy, along with such amendments or additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order (collectively, the “Shareholder Meeting Packages”), to:

 

  a)

the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Shareholders’ Meeting, excluding the date of sending and the date of the Shareholders’ Meeting, by one or more of the following methods:

 

  i)

by pre-paid ordinary or first-class mail to the addresses of the Shareholders as they appear on the books and records of Sherritt, or its registrar and transfer agent, AST Trust Company (Canada) (the “Transfer Agent”), at the close of business on the Record Date and if no valid address is shown therein, then the last address of the person known to the Corporate Secretary of Sherritt;

 

10


  ii)

by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

 

  iii)

by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Sherritt, who requests such transmission in writing and, if required by Sherritt, who is prepared to pay the charges for such transmission;

 

  b)

the non-registered beneficial Shareholders by providing sufficient copies of the Shareholder Meeting Packages to Intermediaries (or their agents) in a timely manner, in accordance with National Instrument 54-101 of the Canadian Securities Administrators; and

 

  c)

the respective directors and auditors of the Applicants, and to the Director, by delivery in person, by recognized courier service, by pre-paid ordinary mail, first-class mail, facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Shareholders’ Meeting,

and, for the avoidance of doubt, all Shareholder Meeting Packages and all other communications or documents to be sent pursuant to this Interim Order shall be distributed by or on behalf of the Applicants.

22. THIS COURT ORDERS that accidental failure or omission by the Applicants, the Proxy, Information and Exchange Agent, CDS, Broadridge, any other applicable proxy mailing service providers, the Intermediaries, the Existing Indenture Trustee or any other person referenced in this Interim Order to give notice of the Meetings or to distribute the Debtholder Meeting Packages or

 

11


the Shareholder Meeting Packages to any person entitled by this Interim Order to receive notice or the applicable package, or any failure or omission to give such notice or deliver such package as a result of events beyond the reasonable control of the Applicants, or the non-receipt of such notice or non-delivery of such package shall not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at each of the Meetings. If any such failure or omission is brought to the attention of the Proxy, Information and Exchange Agent or the Applicants, the Proxy, Information and Exchange Agent and the Applicants shall use their reasonable best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

23. THIS COURT ORDERS that in the event of a postal strike, lockout or event that prevents, delays, or otherwise interrupts mailing or delivery of the Debtholder Meeting Packages pursuant to paragraphs 15 to 20 of this Interim Order or the distribution of the Shareholder Meeting Packages pursuant to paragraph 21 of this Interim Order, the issuance of a press release containing the details of the date, time and place of the Meetings, steps that may be taken by Debtholders and Shareholders, as applicable, to deliver or transmit proxies or voting instructions, and advising that the Information Circular will be provided by electronic mail or by courier upon request made by a Debtholder or Shareholder, will be deemed good and sufficient service upon the Debtholders and Shareholders of the Debtholder Meeting Package and Shareholder Meeting Package, as applicable, and shall be deemed to satisfy the requirements of Section 135 of the CBCA.

24. THIS COURT ORDERS that distribution of the Debtholder Meeting Packages pursuant to paragraphs 15 to 20 of this Interim Order and the distribution of the Shareholder Meeting Packages pursuant to paragraph 21 of this Interim Order shall constitute notice of the Meetings and the Record Date and good and sufficient service of the within Application upon the persons

 

12


described in paragraphs 15 to 21 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Debtholder Meeting Packages or the Shareholder Meeting Packages or any portion thereof need be made, or notice given or other material served in respect of these proceedings, the Meetings and/or the Record Date to such persons or to any other persons (whether pursuant to the CBCA or otherwise), except to the extent required by paragraph 11 above.

Amendments to the Meetings Packages

25. THIS COURT ORDERS that the Applicants are hereby authorized to make such amendments, revisions or supplements to the Debtholder Meeting Packages and/or Shareholder Meeting Packages as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order (“Additional Information”), and that, subject to paragraph 11, notice of such Additional Information may be distributed by press release, CDS bulletins, newspaper advertisement, pre-paid ordinary mail or by such other method most reasonably practicable in the circumstances, as the Applicants may determine.

Noteholder Early Consent Consideration

26. THIS COURT ORDERS that in order for a beneficial Noteholder to be eligible to receive Noteholder Early Consent Consideration pursuant to the Plan of Arrangement, subject to the additional terms and conditions of the Plan of Arrangement:

 

  a)

such beneficial Noteholder must submit to its Intermediary (or Intermediaries) on or prior to the Early Consent Date, or such earlier deadline as the Intermediary may advise, its Noteholder Instructions (and any other documentation or instructions as

 

13


 

the Intermediary may customarily request from a beneficial Noteholder for purposes of properly obtaining its voting and election instructions) to permit the Intermediary to duly complete and submit in a timely manner to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants), the beneficial Noteholder’s Noteholder Instructions by 5:00 p.m. (Toronto time) on the Early Consent Date (the “Early Consent Deadline”), and such Noteholder Instructions (and any other documentation or instructions as the Intermediary requests) must all instruct a vote in favour of the Debtholders’ Arrangement Resolution;

 

  b)

such beneficial Noteholder must not have withdrawn or changed its vote in favour of the Debtholders’ Arrangement Resolution prior to the Effective Date; and

 

  c)

the Intermediary must take such steps and/or actions as are necessary or required to complete and submit the beneficial Noteholder’s Noteholder Instructions as provided to the Intermediary in accordance with subparagraph (a) to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) prior to the Early Consent Deadline,

and each such Intermediary shall verify the holdings of the Existing Notes as at the Early Consent Date of the beneficial Noteholders that submit their Noteholder Instructions in accordance with this paragraph 26 and shall submit such beneficial Noteholders’ Noteholder Instructions to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) by the Early Consent Deadline.

 

14


CFA Lender Elections

27. THIS COURT ORDERS that each CFA Lender shall be required to indicate as part of its CFA Lender Instructions whether such CFA Lender wishes to make an Ambatovy Interests Exchange Election or an Amended CFA Loan Election (each a “CFA Lender Election”), which CFA Lender Instructions must be submitted to the Proxy, Information and Exchange Agent by the Voting Deadline pursuant to paragraph 29. If a CFA Lender does not make a CFA Lender Election as set out in the CFA Lender Voting and Election Form and pursuant to the terms of this Interim Order, such CFA Lender shall be deemed to have made an Amended CFA Loan Election and to be an Amended CFA Loan Electing CFA Lender under the Plan of Arrangement.

Voting by VIEFs, Voting Forms and Proxies

28. THIS COURT ORDERS that the Applicants are authorized to use the forms of proxy, voting forms and/or voting information and election forms, including the Noteholder VIEF and the CFA Lender Voting and Election Faun, along with such amendments and additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order (including any electronic versions thereof). The Applicants are authorized, at their expense, to solicit proxies, directly or through their officers, directors or employees, and through the Proxy, Information and Exchange Agent, National Bank Financial Inc., Broadridge and such other agents or representatives or soliciting dealers as the Applicants may retain for that purpose, and by mail or such other forms of personal or electronic communication as they may determine.

 

15


29. THIS COURT ORDERS that if not otherwise cast in accordance with paragraph 26 above, in order to cast a vote at the Debtholders’ Meeting:

 

  a)

beneficial Noteholders must submit to their respective Intermediary at or prior to 5:00 p.m. (Toronto time) on April 7, 2020, or such later date as may be agreed by the Applicants in the event that the applicable Meeting is postponed or adjourned (the “Voting Deadline”), or such earlier deadline as the Intermediary may advise the applicable beneficial Noteholder, its duly completed voting information and election form (or such other documentation or instructions as the Intermediary may customarily request from such beneficial Noteholder for purposes of properly obtaining their voting instructions); and

 

  b)

CFA Lenders must submit to the Proxy, Information and Exchange Agent at or prior to the Voting Deadline, its duly completed proxy, voting and election form (or such other documentation as the Proxy, Information and Exchange Agent may customarily request for purposes of properly obtaining their voting instructions).

30. THIS COURT ORDERS that each Intermediary shall verify the holdings of Existing Notes of the beneficial Noteholders that submit their Noteholder Instructions to such Intermediary pursuant to paragraph 29 above, and shall submit such beneficial Noteholders’ instructions to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) as soon as practicable following receipt of such beneficial Noteholders’ Noteholder Instructions.

31. THIS COURT ORDERS that any beneficial Noteholder or CFA Lender that wishes to attend the Debtholders’ Meeting in person or appoint another person as proxy (other than as

 

16


contemplated by the Noteholder VIEF or the CFA Lender Voting and Election Form, as applicable) (each, an “In-Person Debtholder”) shall be required to contact the Proxy, Information and Exchange Agent and shall be required to complete separate documentation in accordance with the instructions provided by the Proxy, Information and Exchange Agent for purposes thereof.

32. THIS COURT ORDERS that in order to cast its vote at the Shareholders’ Meeting, the Shareholders must submit, or cause to be submitted, to the Transfer Agent by the Voting Deadline, their duly completed proxies in accordance with the instructions contained therein. The Transfer Agent shall provide the proxies received from Shareholders together with a summary thereof to the Proxy, Information and Exchange Agent as soon as practicable following the Voting Deadline.

33. THIS COURT ORDERS that Noteholders shall be entitled to revoke their Noteholder Instructions as follows:

 

  a)

if revoking Noteholder Instructions instructing a vote in favour of the Debtholders’ Arrangement Resolution which was submitted prior to the Early Consent Deadline, then a revocation will be deemed to be made upon such beneficial Noteholder providing amended instructions to such beneficial Noteholder’s Intermediary at any time on or prior to the Early Consent Date, provided such Intermediary has then delivered such amended instructions to CDS in accordance with the process described in paragraph 26 prior to the Early Consent Deadline. For greater certainty, if a Noteholder’s vote in favour of the Debtholders’ Arrangement Resolution is submitted on or prior to the Early Consent Date, such Noteholder may not subsequently revoke such vote after the Early Consent Deadline has passed; and

 

17


  b)

if revoking any other Noteholder Instructions, a revocation will be deemed to be made upon (i) in respect of a change in vote by a beneficial Noteholder, such beneficial Noteholder providing new instructions to its Intermediary at any time up to the Voting Deadline, which the Intermediary must then deliver to CDS in accordance with the process described in paragraph 30 prior to the Voting Deadline (or as soon as reasonably practicable thereafter); (ii) in respect of a withdrawal of a vote (meaning a switch to no vote made and no action taken) by a beneficial Noteholder, the Intermediary of such beneficial Noteholder providing a written statement indicating that such beneficial Noteholder wishes to have its voting instructions revoked, which written statement must be received by the Proxy, Information and Exchange Agent at any time up to the commencement of the applicable Meeting and which withdrawal shall be forwarded to the Applicants upon receipt; and (iii) in any other manner permitted by the Applicants, acting reasonably.

34. THIS COURT ORDERS that CFA Lenders shall be entitled to revoke their CFA Lender Instructions and a revocation of the vote will be deemed to be made upon (a) in respect of a change in vote by a CFA Lender, such CFA Lender providing new instructions to the Proxy, Information and Exchange Agent at any time up to the Voting Deadline (or as soon as reasonably practicable thereafter); (b) in respect of a withdrawal of a vote (meaning a switch to no vote made and no action taken) by a CFA Lender, such CFA Lender providing a written statement indicating that it wishes to have its CFA Lender Instructions revoked, which written statement must be received by the Proxy, Information and Exchange Agent at any time up to the commencement of the applicable

 

18


Meeting and which withdrawal shall be forwarded to the Applicants upon receipt; and (c) in any other manner permitted by the Applicants, acting reasonably.

35. THIS COURT ORDERS that registered Shareholders shall be entitled to revoke their proxies (i) in accordance with subsection 148(4) of the CBCA, or (ii) in any other manner permitted by law.

36. THIS COURT ORDERS that, notwithstanding paragraphs 27 and 32, the Applicants shall have the discretion to accept for voting purposes any duly completed proxy, voting form and/or voting information and election form, as applicable, submitted following the Voting Deadline but prior to the commencement of the applicable Meeting, and the Applicants are hereby authorized to use reasonable discretion as to the adequacy of compliance with respect to the manner in which any proxy, voting form and/or voting information and election form is completed and executed, or electronically submitted, and may waive strict compliance with the deadlines imposed in connection with the deposit or revocation of proxies, voting and/or election instructions, as applicable, if the Applicants deem it advisable to do so.

37. THIS COURT ORDERS that paragraphs 26 to 36 hereof, and the instructions contained in the proxies, voting forms or voting information and election forms, as applicable, shall govern the submission of the applicable proxy, voting form or voting information and election form.

Voting

38. THIS COURT ORDERS that the only persons entitled to vote in person or by proxy (i) on the Debtholders’ Arrangement Resolution, or such other business as may be properly brought before the Debtholders’ Meeting, shall be those Debtholders as at the Record Date, provided that

 

19


beneficial Noteholders shall be deemed to transfer their rights to vote on the Debtholders’ Arrangement Resolution, attend the Debtholders’ Meeting and make the Noteholder Instructions associated with their Existing Notes upon any transfer of beneficial ownership of such Existing Notes to any transferee of such Existing Notes on or prior to the Voting Deadline or such earlier date as its Intermediary may advise, and (ii) on the Stated Capital Reduction Resolution, or such other business as may be properly brought before the Shareholders’ Meeting, shall be the Shareholders as at the Record Date. Subject to paragraph 36, illegible votes, spoiled votes, defective votes and abstentions in respect of any ballot(s) conducted at the applicable Meeting shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the applicable Resolution.

39. THIS COURT ORDERS that votes shall be taken at the Debtholders’ Meeting in respect of the Debtholders’ Arrangement Resolution and any other items of business affecting the Applicants properly brought before such Meeting on the basis of one vote per $1,000 of principal amount of Existing Notes and/or CFA Loans held by the applicable Debtholder as at the Record Date.

40. THIS COURT ORDERS that for the purposes of determining the principal amount of CFA Loans entitled to vote at the Debtholders’ Meeting, the CFA Loans shall be converted to Canadian dollars based on the Bank of Canada daily U.S. dollar to Canadian dollar exchange rate in effect on the Record Date.

41. THIS COURT ORDERS that votes shall be taken at the Shareholders’ Meeting in respect of the Stated Capital Reduction Resolution and in respect of matters properly brought before the

 

20


Shareholders’ Meeting on the basis of one vote per Common Share outstanding as at the Record Date.

42. THIS COURT ORDERS that in order for the Plan of Arrangement to be considered to have been approved at the Debtholders’ Meeting, subject to further Order of this Court, the Debtholders’ Arrangement Resolution must be passed, with or without variation, at the Debtholders’ Meeting by an affirmative vote of at least two-thirds (6623%) of the votes cast in respect of the Debtholders’ Arrangement Resolution at the Debtholders’ Meeting in person or by proxy by the Debtholders. The vote set out above shall be sufficient to authorize the Applicants, the Proxy, Information and Exchange Agent and the Existing Indenture Trustee to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular, as it may be amended, revised and/or supplemented pursuant to the terms of this Interim Order or further Order of the Court, without the necessity of any further approval by the Debtholders, subject only to final approval of the Arrangement by this Court and the satisfaction or waiver of the conditions to the Plan of Arrangement pursuant to its terms.

43. THIS COURT ORDERS that in order for the Stated Capital Reduction Resolution to be considered to have been approved at the Shareholders’ Meeting, subject to further Order of this Court, the Stated Capital Reduction Resolution must be passed, with or without variation, at the Shareholders’ Meeting by an affirmative vote of at least two-thirds (6623%) of the votes cast in respect of the Stated Capital Reduction Resolution at the Shareholders’ Meeting in person or by proxy by the Shareholders.

 

21


Hearing of Application for Approval of the Arrangement

44. THIS COURT ORDERS that following the Debtholders’ Meeting, the Applicants may apply to this Court for final approval of the Arrangement (the “Final Order Application”). For certainty, the Applicants shall not be required to hold the Shareholders’ Meeting in order to seek final approval of the Arrangement at the Final Order Application.

45. THIS COURT ORDERS that, promptly following the granting of this Interim Order, the Applicants shall issue a press release concerning the granting of the Interim Order and the anticipated Final Order Application.

46. THIS COURT ORDERS that (i) the distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraphs 15 to 20, and (ii) the additional actions described in paragraph 45 above, shall constitute good and sufficient service of the Notice of Application, this Interim Order and the Final Order Application on all interested persons and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 47 below.

47. THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for the Applicants as soon as reasonably practicable, and, in any event, no less than four (4) days before the hearing of the Final Order Application at the following addresses:

 

22


Goodmans LLP

Bay Adelaide Centre

333 Bay Street, Suite 3400

Toronto, ON M5H 2S7

Attention: Robert J. Chadwick and Caroline Descours

Email:       rchadwick@goodmans.ca / cdescours@goodmans.ca

48. THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

 

  i)

the Applicants;

 

  ii)

the Director;

 

  iii)

the Debtholders;

 

  iv)

the Existing Indenture Trustee;

 

  v)

any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure; and

 

  vi)

their respective legal counsel.

49. THIS COURT ORDERS that any materials to be filed by the Applicants in support of the Final Order Application may be filed up to one day prior to the hearing of the Final Order Application without further order of this Court.

50. THIS COURT ORDERS that in the event the Final Order Application does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons on the service list in this proceeding or who served and filed a Notice of Appearance in accordance with paragraph 47 shall be entitled to be given notice of the adjourned date.

 

23


Stay of Proceedings

51. THIS COURT ORDERS that, from 12:01 a.m. (Toronto time) on the date of this Interim Order, until and including the earlier of the Effective Date and the date these CBCA proceedings are terminated, no right, remedy or proceeding, including, without limitation, any right to terminate, demand, accelerate, set off, amend, declare in default or take any other action under or in connection with any loan, note, commitment, contract or other agreement, at law or under contract, may be exercised, commenced or proceeded with against or in respect of any of the Sherritt Entities, or any of the present or future property, assets, rights or undertakings of the Sherritt Entities, of any nature in any location, whether held directly or indirectly by the Sherritt Entities by:

 

  a)

any of the Noteholders or the Existing Indenture Trustee (or similar person in respect of the Existing Notes) in respect of any default or event of default under the Existing Notes, the Existing Notes Indenture or any other Existing Note Documents (including, without limitation, the non-payment of interest and/or any other amounts due and payable in respect of the Notes);

 

  b)

any of the CFA Lenders in respect of any default or event of default under the CFA Loans, the CFA Loan Agreements or any other CFA Loan Documents (including, without limitation, the non-payment of interest and/or any other amounts due and payable in respect of the CFA Loans); or

 

  c)

any other person party to or a beneficiary of any other loan, note, commitment, contract or other agreement with one or more of the Sherritt Entities, by reason or as a result of:

 

24


  i)

any of the Applicants having made an application to this Court pursuant to Section 192 of the CBCA;

 

  ii)

any of the Applicants or the Guarantors being a party to or involved in this proceeding, any ancillary proceedings or the Arrangement;

 

  iii)

the provisions of this Interim Order or any other order in these proceedings or any ancillary proceedings;

 

  iv)

the Arrangement or any of the steps, transactions or proceedings contemplated thereby or relating thereto, however or whenever taken; or

 

  v)

any default or cross-default arising under any agreement to which any Sherritt Entity is a party as a result of any default or event of default under the Existing Note Documents, the CFA Loan Documents or any other circumstance listed above,

in each case except with the prior written consent of the Applicants or leave of this Court, provided that this paragraph 51 shall not apply to the Revolving Bank Facility Lenders or the Revolving Bank Facility Administrative Agent.

Stay Comeback Hearing

52. THIS COURT ORDERS that any interested party that wishes to amend or vary paragraph 51 of this Interim Order shall be entitled to bring a motion before this Court on seven business days’ notice to the Applicants and any other party or parties likely to be affected by the order to be sought by such interested party.

 

25


Existing Indenture Trustee

53. THIS COURT ORDERS that the Existing Indenture Trustee is authorized and directed to take all such actions as set out in this Interim Order and the Existing Indenture Trustee shall incur no liability as a result of carrying out the provisions of this Interim Order and the taking of all actions incidental hereto, save and except for any gross negligence or wilful misconduct on its part.

Variance

54. THIS COURT ORDERS that the Applicants shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

Precedence

55. THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Existing Notes or the CFA Loans, the Information Circular, the provisions of the CBCA or any of the articles or by-laws of the Applicants, this Interim Order shall govern.

E-Service Protocol

56. THIS COURT ORDERS that the E-Service Guide of the Commercial List (the “Guide”) is approved and adopted by reference herein and, in this proceeding, the service of documents made in accordance with the Guide (which can be found on the Commercial List website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/eservice-commercial/) shall be valid and effective service. Subject to Rule 17.05, this Interim Order shall constitute an order

 

26


for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule 3.01(d) of the Rules of Civil Procedure and paragraph 13 of the Guide, service of documents in accordance with the Guide will be effective on transmission.

57. THIS COURT ORDERS that if the service or distribution of documents in accordance with the Guide is not practicable, the Applicants are at liberty to serve or distribute this Interim Order, any other materials and orders in these proceedings, any notices or other correspondence, by forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile transmission to interested parties at their respective addresses as last shown on the records of the Applicants and that any such service or distribution by courier, personal delivery or facsimile transmission shall be deemed to be received on the next business day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day after mailing.

58. THIS COURT ORDERS that the Applicants and their respective counsel are at liberty to serve or distribute this Interim Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to interested parties and their advisors, as applicable. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SORJDORS).

Foreign Proceeding

59. THIS COURT ORDERS that the Applicants or either of them are hereby authorized and empowered, but not required, to act as the foreign representative (the “Foreign Representative”)

 

27


in respect of the within proceedings for the purpose of having these proceedings recognized and approved in a jurisdiction outside of Canada.

60. THIS COURT ORDERS that the Foreign Representative is hereby authorized to apply for foreign recognition and approval of these proceedings, as necessary, in any jurisdiction outside of Canada.

Extra-Territorial Assistance

61. THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body any other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

 

/s/ Justice Conway

 

LOGO

 

28


IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

   Court File No. CV-20-636938-00CL

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD.

  

 

 

  

ONTARIO

SUPERIOR COURT OF JUSTICE-

COMMERCIAL LIST

 

Proceeding commenced at Toronto

   INTERIM ORDER
  

GOODMANS LLP

Barristers & Solicitors

333 Bay Street, Suite 3400

Toronto, Canada M5H 2S7

  

Robert J. Chadwick LSO#: 35165K

rchadwick@goodmans.ca

  

Caroline Descours LSO#: 58251A

cdescours@goodmans.ca

  

Andrew Harmes LSO#: 73221A

aharmes@goodmans.ca

  

Tel: (416) 979-2211

Fax: (416) 979-1234

7033547   

Lawyers for the Applicants

EX-99.T3E 47 d856091dex99t3e.htm EX-99.T3E EX-99.T3E

Exhibit T3E

 

LOGO

NOTICE OF MEETING OF HOLDERS OF CERTAIN DEBT

AND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF SHERRITT INTERNATIONAL CORPORATION

To be held on April 9, 2020

AND

MANAGEMENT INFORMATION CIRCULAR

with respect to, among other things, a proposed

PLAN OF ARRANGEMENT

UNDER THE CANADA BUSINESS CORPORATIONS ACT

March 6, 2020

 

These materials are important and require your immediate attention. They require certain Debtholders and Shareholders of Sherritt International Corporation to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors. Kingsdale Advisors, as Proxy, Information and Exchange Agent on behalf of Sherritt International Corporation, can be reached by telephone at 416-867-2272 or toll-free at 1-800-749-9197 or by email at contactus@kingsdaleadvisors.com.


TABLE OF CONTENTS

 

NOTICE OF MEETING OF DEBTHOLDERS      1  
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS      1  
IMPORTANT INFORMATION      3  
EXCHANGE RATES      3  
DOCUMENTS INCORPORATED BY REFERENCE      4  
FORWARD-LOOKING STATEMENTS      4  
NOTICE TO DEBTHOLDERS IN THE UNITED STATES      5  
GLOSSARY OF TERMS      7  
SUMMARY OF CIRCULAR      18  
INFORMATION CONCERNING THE MEETINGS      26  
SOLICITATION OF PROXIES      26  
APPOINTMENT OF PROXIES      26  
NOTEHOLDER PROXIES      27  
CFA LENDER PROXIES      27  
SHAREHOLDER PROXIES      27  
ENTITLEMENT TO VOTE AND ATTEND      27  
REVOCATION OF PROXIES      28  
VOTING OF PROXIES      28  
NON-REGISTERED HOLDERS OF COMMON SHARES AND EXISTING NOTES      29  
QUORUM AND VOTING REQUIREMENTS      30  
VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF      31  
INTEREST OF MANAGEMENT AND OTHERS      31  
QUESTIONS AND OTHER ASSISTANCE      32  
BUSINESS OF THE MEETINGS      32  
IMPACT OF THE TRANSACTION      32  
DESCRIPTION OF THE TRANSACTION AND CERTAIN RELATED MATTERS      33  
SECURITIES LAW MATTERS      38  
ARRANGEMENT STEPS      39  
CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE PLAN      42  
TERMS OF THE NEW SECOND LIEN NOTES AND THE NEW NOTES INDENTURE      43  
REVOLVING BANK FACILITY AMENDMENTS      45  
BACKGROUND TO AND REASONS FOR THE TRANSACTION      45  
RECOMMENDATION OF THE BOARD      59  
INFORMATION CONCERNING THE CORPORATION      59  
RISK FACTORS      59  

 

i


CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS      72  
EXPERTS      76  
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON      76  
OTHER BUSINESS      76  
ADDITIONAL INFORMATION      76  
APPROVAL OF BOARD OF DIRECTORS      77  
CONSENT OF PARADIGM CAPITAL      78  

APPENDICES

APPENDIX A DEBTHOLDERS’ ARRANGEMENT RESOLUTION

APPENDIX B STATED CAPITAL REDUCTION RESOLUTION

APPENDIX C PLAN OF ARRANGEMENT

APPENDIX D ARRANGEMENT AGREEMENT

APPENDIX E NOTICE OF APPLICATION

APPENDIX F INTERIM ORDER

APPENDIX G PARADIGM CAPITAL OPINIONS

APPENDIX H DESCRIPTION OF NOTES

 

ii


LOGO

March 6, 2020

 

To:

  

the Debtholders (as defined in the accompanying management information circular)

And to:

  

the Shareholders (as defined in the accompanying management information circular)

In connection with our key strategic priority of maintaining financial strength and liquidity, Sherritt International Corporation (“Sherritt”, the “Corporation” or “we” or “us” or “our”) has, for a significant period of time, been reviewing and evaluating potential strategic alternatives to strengthen our capital structure, improve liquidity and maximize value for all stakeholders.

As has been previously communicated by the Corporation, and as described in further detail in the accompanying management information circular (the “Circular”), Sherritt has been challenged by unfavourable geopolitical conditions and depressed nickel prices for an extended period of time, by significant difficulties in collecting its overdue Cuban receivables in light of increased U.S. sanctions against Cuba, and by its significant historical debt levels largely due to its Ambatovy Joint Venture investment.

Sherritt, overseen by its board of directors (the “Board”) and with the assistance of its professional advisors, reviewed in detail numerous potential strategic alternatives, including, among other things, raising additional secured debt in priority to its existing unsecured debt obligations, extending the maturities of its existing unsecured debt obligations, exchanging certain or all of its unsecured notes for new secured debt, exchanging debt for equity, purchasing notes for cancellation in the open market or pursuant to an auction, maintaining the status quo and other potential strategic alternatives.

Sherritt has also engaged in extensive efforts with its Cuban partners over an extended period of time to reduce its outstanding Cuban Receivables to assist in improving its liquidity position, which efforts have culminated in a new agreement pursuant to which Sherritt’s Cuban partners have committed to increase the US$2.5 million monthly payments to Sherritt pursuant to the overdue receivables agreement ratified in June 2019, with incremental US$5 million monthly payments to fund Energas operations and reduce overdue receivables owing to Sherritt. While this new payment commitment from Sherritt’s Cuban partners is a positive step towards assisting Sherritt with its liquidity challenges, there remains potential uncertainty with regard to the Corporation’s Cuban operations and future collections in light of the increased U.S. sanctions and other factors continuing to affect Cuba, and there remain other market and commodity price challenges that continue to impact Sherritt’s overall liquidity position.

Following its detailed review process, and in light of the Corporation’s circumstances, Sherritt is now seeking to implement a proposed transaction (the “Transaction”), which, as described in further detail in the Circular, would reduce the Corporation’s total outstanding principal debt obligations by approximately $414 million and reduce annual cash interest payments by approximately $19 million by, among other things:

 

  (i)

exchanging Sherritt’s existing note obligations in the aggregate principal amount of approximately $588 million, together with all accrued and unpaid interest thereon, for new 8.50% second lien notes due 2027 (the “New Second Lien Notes”) in an aggregate principal amount of approximately $294 million, plus the amount of accrued and unpaid interest outstanding in respect of the Existing Notes, and certain early consent cash consideration; and

 

  (ii)

exchanging Sherritt’s obligations in respect of the partner loans relating to the Ambatovy Joint Venture in the aggregate principal amount of approximately $145 million, plus all accrued and unpaid interest thereon,

 

(i)


 

for, at the election of each lender, either its pro rata share of Sherritt’s interests in the Ambatovy Joint Venture or amended loans with no further recourse as against Sherritt, all as further described in the Circular.

The Transaction would also result in an extension of the maturity of the Corporation’s note obligations from 2021, 2023 and 2025, respectively, under its existing notes to 2027 under the New Second Lien Notes.

While the Corporation has achieved significant debt reduction over the last number of years and has been carefully managing its liquidity position, the Corporation continues to have an over-leveraged capital structure. The Corporation currently has cash resources and availability under its Revolving Credit Facility, and no immediate maturities in respect of its debt obligations, however, its remaining high level of debt with significant fixed interest payments has been a key concern for Sherritt for an extended period of time based on the volatile nature of nickel and cobalt prices over many years and the challenging market conditions facing the Corporation.

The successful implementation of the Transaction will strengthen the Corporation’s financial position by improving the Corporation’s overall capital structure and liquidity, as set out in greater detail in the Circular. Deleveraging the Corporation at this time and improving its overall capital structure and liquidity are critical to put the Corporation in a better position to withstand challenges relating to, among other things, exposure to volatile commodity prices and overall challenging geopolitical and market conditions, and to strengthen the Corporation’s financial condition.

The Transaction is to be implemented through a corporate plan of arrangement (the “Plan”) in the proceedings (the “CBCA Proceedings”) commenced by Sherritt and its subsidiary, 11722573 Canada Ltd. (collectively the “Applicants”) under the Canada Business Corporations Act (the “CBCA”), as more particularly set forth in the Plan attached as Appendix C to the Circular and as further described in the Circular. Capitalized terms used herein, and not otherwise defined, have the meanings set forth in the Circular.

The Transaction includes, among other things, the following key elements:

 

   

the Corporation’s (i) 8.00% senior unsecured debentures due November 15, 2021, (ii) 7.50% senior unsecured debentures due September 24, 2023, and (iii) 7.875% senior unsecured notes due October 11, 2025 (collectively, the “Existing Notes”), in the aggregate principal amount of approximately $588 million, will, together with all accrued and unpaid interest thereon, be exchanged on the implementation date of the Plan (the “Effective Date”) as follows:

 

   

each holder of the Existing Notes (a “Noteholder”) that votes in favour of the Plan prior to 5:00 p.m. on March 27, 2020 (the “Early Consent Deadline”), as such deadline may be extended by Sherritt (each, an “Early Consenting Noteholder”) will receive, as consideration in exchange for its Existing Notes:

 

   

New Second Lien Notes in an aggregate principal amount equal to (i) 50% of the principal amount of Existing Notes held by such Early Consenting Noteholder on the Effective Date, plus (ii) the amount of accrued and unpaid interest owing to such Early Consenting Noteholder in respect of its Existing Notes up to but not including the Effective Date; and

 

   

a cash payment in an amount equal to 3% of the principal amount of the Existing Notes voted in favour of the Plan by the Early Consent Deadline and held by such Early Consenting Noteholder at the Effective Date;

 

   

each Noteholder that is not an Early Consenting Noteholder will receive, as consideration in exchange for its Existing Notes, New Second Lien Notes in an aggregate principal amount equal to (i) 50% of the principal amount of Existing Notes held by such Noteholder on the Effective Date, plus (ii) the amount of accrued and unpaid interest owing to such Noteholder in respect of its Existing Notes up to but not including the Effective Date;

 

(ii)


   

the final aggregate principal amount of New Second Lien Notes to be issued pursuant to the Transaction will depend on the aggregate amount of interest accrued in respect of the Existing Notes up to the Effective Date. Based on an Effective Date of April 30, 2020, the aggregate principal amount of New Second Lien Notes to be issued would be approximately $319 million;

 

   

the New Second Lien Notes will have an interest rate of 8.500% per annum, which will be payable semi-annually in arrears on April 30 and October 30 of each year, and mature on April 30, 2027, and will be secured by substantially all personal property and assets of Sherritt and each of the New Notes Guarantors, pursuant to collateral documents in substantially the same form as those provided in respect of the Revolving Bank Facility. At any time that the aggregate outstanding principal amount of New Second Lien Notes, together with any other indebtedness ranking pari passu therewith permitted under the New Notes Indenture is $150 million or more, the Corporation shall, subject to a minimum liquidity threshold of $75 million, be required to redeem New Second Lien Notes on a semi-annual basis on April 30 and October 30 of each year, from and after October 30, 2021, in a principal amount equal to 50% of the Corporation’s excess cash flow, subject to the terms of the New Notes Indenture that will govern the New Second Lien Notes;

 

   

Sherritt’s obligations under the CFA Loans, including the aggregate principal amount of approximately $145 million,1 all accrued and unpaid interest, and any and all other related obligations in respect of the CFA Loans, will be assumed by the CFA Guarantor and exchanged, at the election of each CFA Lender for either (i) such CFA Lender’s pro rata share of the Ambatovy Interests, or (ii) Amended CFA Loans in a principal amount equal to the amounts outstanding under such CFA Lender’s existing CFA Loan(s), which Amended CFA Loans will be obligations solely of the CFA Guarantor and have no recourse as against Sherritt;

 

   

any Amended CFA Loans issued pursuant to the Transaction will be on substantially similar terms as the existing CFA Loans, subject to the following: (i) the CFA Guarantor will be the sole borrower under the Amended CFA Loans; (ii) Sherritt will have no obligations in respect of the Amended CFA Loans and there will be no recourse whatsoever against Sherritt in respect of the Amended CFA Loans; and (iii) the CFA Lender will have the right under its Amended CFA Loan, for up to 12 months following implementation of the Transaction, to direct the CFA Guarantor to transfer such CFA Lender’s pro rata share of the Ambatovy Interests as directed by such CFA Lender in consideration for the full and final settlement of the CFA Lender’s Amended CFA Loan at such time;

 

   

Sherritt and its subsidiary, 11722573 Canada Ltd., will amalgamate; and

 

   

the Released Claims will be released pursuant to the Plan.

Subject to the receipt of the requisite approvals of the Plan and the satisfaction or waiver of all applicable conditions of the Transaction under the Plan, Sherritt expects to implement the Transaction by the end of April 2020.

Pursuant to the terms of Sherritt’s Existing Notes Indenture, Sherritt has the ability to raise secured second lien debt in the amount of approximately $230 million and to complete an exchange transaction using such secured debt basket outside of a CBCA transaction.

The Transaction does not affect any other obligations of the Corporation or involve the outstanding equity securities of the Corporation, and Sherritt will continue to satisfy its obligations to employees, suppliers, customers and governmental authorities in the ordinary course of business.

In connection with the Transaction, and subject to Shareholder approval, the Corporation anticipates reducing the stated capital of its Common Shares to $575 million (the “Stated Capital Reduction”), as further set out in the Circular. The Stated Capital Reduction is a preliminary step in connection with implementing the Transaction under

 

1 

Principal amount of CFA Loans is as at January 31, 2020, and has been calculated by converting from U.S. Dollar currency to Canadian Dollar currency using the Bank of Canada daily exchange rate as at January 31, 2020, being US$1:CDN$1.3233.

 

(iii)


the CBCA Proceedings. The Stated Capital Reduction will not impact the Corporation’s current number of common shares issued and outstanding.

Paradigm Capital Inc. (“Paradigm Capital”), an independent financial advisor to the Board, has provided opinions to the Board that (i) the Noteholders and the CFA Lenders, respectively, would be in a better position, from a financial point of view, under the Transaction than if the Corporation were liquidated; and (ii) the Transaction is fair, from a financial point of view, to the Corporation.

Following the Corporation’s detailed review process and careful consideration of various potential strategic alternatives, and taking into account, among other things, the various industry and geopolitical challenges impacting the Corporation, the terms of the Transaction, the anticipated benefits of the Transaction for the Corporation and its stakeholders, the opinions of Paradigm Capital, and legal and financial advice from the Corporation’s professional advisors, the Board unanimously determined that the Transaction is the best available alternative for the Corporation and its stakeholders at this time and authorized the Corporation to seek to implement the Transaction. The Board unanimously recommends that the Debtholders VOTE FOR the Debtholders’ Arrangement Resolution and the Transaction contemplated thereby, and that the Shareholders VOTE FOR the Stated Capital Reduction Resolution.

Reasons for the recommendation of the Board that Debtholders vote for the Transaction include (i) all holders of Existing Notes will be treated in a fair and balanced way and will receive equal treatment in the form of New Second Lien Notes, and will receive security over all of the material assets of the Corporation; (ii) the New Second Lien Notes will rank in priority to unsecured obligations of the Corporation, as described in more detail in the “Description of Notes”; (iii) the Existing Notes, as pari passu senior unsecured obligations of the Corporation, will be treated on an equal basis, whereas alternative transactions available to the Corporation could disproportionately benefit holders of certain series of Existing Notes and increase the risk of payment or recovery to holders of other series of Existing Notes; (iv) with an improved capital structure, the Transaction will put the Corporation in a stronger position to satisfy all of the obligations and payments under the New Second Lien Notes; (v) the mandatory redemption covenant in respect of the New Second Lien Notes requires additional prepayments at par in respect of such New Second Lien Notes in improved financial conditions; (vi) the Transaction reduces the risk of potential debt defaults and month-to-month liquidity challenges; (vii) the Transaction extends the maturity of the Corporation’s note obligations to 2027, providing the Corporation with additional time to improve the business and create value for the benefit of stakeholders, and (viii) the exchange of the CFA Loans for either (i) the Ambatovy Interests, or (ii) the Amended CFA Loans, as applicable, is appropriate in light of the value and structure of the CFA Loans and eliminates a significant amount of Sherritt’s historic debt obligations in respect of the Ambatovy Joint Venture.

Debtholders as at 5:00 p.m. on March 6, 2020, being the record date for the Meetings, will be asked to approve the Arrangement by way of a resolution (the “Debtholders’ Arrangement Resolution”) at the Debtholders’ Meeting scheduled to be held at 10:00 a.m. (Toronto time) on April 9, 2020. Shareholders as at 5:00 p.m. on March 6, 2020, being the record date for the Meetings, will be asked to approve the Stated Capital Reduction by way of a special resolution (the “Stated Capital Reduction Resolution”) at the Shareholders’ Meeting to be held at 10:30 a.m. (Toronto time) on April 9, 2020. The Meetings will be held at the offices of Goodmans LLP at Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario.

In order for the Transaction to be approved at the Debtholders’ Meeting, the Debtholders’ Arrangement Resolution must be approved by the affirmative vote of at least 6623% of the votes cast by Debtholders present in person or by proxy at the Debtholders’ Meeting and entitled to vote thereon. The Stated Capital Reduction Resolution must be approved by the affirmative vote of at least 6623% of the votes cast by Shareholders present in person or by proxy at the Shareholders’ Meeting and entitled to vote thereon. The Corporation may seek final approval of the Plan by the Court even if the Stated Capital Reduction Resolution is not passed at the Shareholders’ Meeting.

Should the Transaction not be implemented pursuant to the Plan for any reason, the Corporation will continue to review its available strategic alternatives and other potential transactions, including the use of the available $230 million secured debt basket under its Existing Notes Indenture to exchange one series, a combination of series or a portion of all series of its Existing Notes.

 

(iv)


We encourage you to vote on the matters set out in the Circular by following the voting instructions set out therein by the applicable deadline.

Yours very truly,

(signed) “David Pathe”

Chief Executive Officer

Sherritt International Corporation

These materials are important and require your immediate attention. The transactions contemplated as part of the Transaction are complex. The accompanying Circular contains a description of the Transaction and a copy of the Plan, along with other information concerning Sherritt to assist you in considering this matter. You are urged to review this information carefully. Should you have any questions or require assistance in understanding and evaluating how you will be affected by the Transaction, please consult your legal, tax or other professional advisors.

If you have any questions or require additional information with regard to voting your debt or your shares, please contact our proxy solicitation, information and exchange agent, Kingsdale Advisors, by: (a) telephone, toll-free in North America at 1-800-749-9197 or at 416-867-2272 outside of North America, or (b) e-mail to contactus@kingsdaleadvisors.com.

 

(v)


NOTICE OF MEETING OF DEBTHOLDERS

 

TO:    Holders of 8.00% Senior Unsecured Debentures of Sherritt International Corporation (the “Corporation”) due November 15, 2021 (the “Existing 2021 Notes”)
AND TO:    Holders of 7.50% Senior Unsecured Debentures of the Corporation due September 24, 2023 (the “Existing 2023 Notes”)
AND TO:    Holders of 7.875% Senior Unsecured Notes of the Corporation due October 11, 2025 (the “Existing 2025 Notes” and together with the Existing 2021 Notes and the Existing 2023 Notes, the “Existing Notes”)
AND TO:    Summit Ambatovy Mineral Resources Investment B.V., as lender, Sumitomo Corporation, as lender guarantor, The Export-Import Bank of Korea, as lender, and Korea Resources Corporation, as take-out financier, and any of their respective permitted successors or assigns (the “CFA Lenders”) under the CFA Loan Agreements

NOTICE IS HEREBY GIVEN that a meeting (the “Debtholders’ Meeting”) of the holders of the Existing Notes (the “Noteholders”) and the CFA Lenders (collectively with the Noteholders, the “Debtholders”) will be held at the offices of Goodmans LLP at Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, on April 9, 2020, at 10:00 a.m. (Toronto time) pursuant to an order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated February 26, 2020, for the following purposes:

 

  (a)

to consider and, if deemed advisable, to pass, with or without variation, a resolution (the “Debtholders’ Arrangement Resolution”), the full text of which is set out in Appendix A to the accompanying management information circular (the “Circular”), approving an arrangement (the “Arrangement”) pursuant to Section 192 of the Canada Business Corporations Act, which Arrangement is more particularly described in the Circular; and

 

  (b)

to transact such other business as may properly come before the Debtholders’ Meeting or any postponement or adjournment thereof.

Capitalized terms used herein, and not otherwise defined herein, have the meanings set forth in the Circular. Additional information on the above matters can be found in the Circular.

Pursuant to the Interim Order, the record date for entitlement to vote at the Debtholders’ Meeting is 5:00 p.m. on March 6, 2020 (the “Record Date”). All Debtholders will vote as one class. Each Debtholder will have one vote for each $1,000 of principal amount of Existing Notes and/or CFA Loans held by the applicable Debtholder as at the Record Date. For the purposes of determining the principal amount of CFA Loans that a CFA Lender is entitled to vote at the Debtholders’ Meeting, the CFA Loans will be converted to Canadian Dollars based on the Bank of Canada daily U.S. Dollar to Canadian Dollar exchange rate in effect on the Record Date, being US$1:$1.3241. Pursuant to the Interim Order, the quorum for the Debtholders’ Meeting is the presence, in person or by proxy, of two or more persons entitled to vote at such Debtholders’ Meeting. Subject to any further order of the Court, the vote required to pass the Debtholders’ Arrangement Resolution is the affirmative vote of at least 6623% of the votes cast by Debtholders present in person or by proxy at the Debtholders’ Meeting and entitled to vote on the Debtholders’ Arrangement Resolution.

In addition to Debtholder approval, the implementation of the Arrangement is subject to the approval of the Court, receipt of any additional approvals required by the Court, and the satisfaction or waiver of the other conditions set out in the plan of arrangement (the “Plan”).

In addition to the Debtholders’ Arrangement Resolution, copies of the Plan, the Notice of Application, the Interim Order and the Description of Notes, are attached to the Circular as Appendix C, Appendix E, Appendix F and Appendix H, respectively.

 

1


The Circular, this notice, the form of Noteholder VIEF (in the case of Noteholders), and the form of CFA Lender Voting and Election Form (in the case of CFA Lenders) are being distributed to Debtholders as at the Record Date and are available online under the Corporation’s profile on SEDAR at www.sedar.com.

If you are a Noteholder and receive these materials through your broker, custodian, investment dealer, nominee, bank, trust company or other intermediary (an “Intermediary”), you should follow the instructions provided by such Intermediary in order to vote your Existing Notes and be eligible to receive certain additional consideration described in the Circular (if applicable).

All Debtholders are requested to vote in accordance with the instructions provided in the Noteholder VIEF or CFA Lender Voting and Election Form, as applicable, using the applicable method, as set forth therein and described below. In order to cast a vote at the Debtholders’ Meeting:

 

  (a)

beneficial holders of the Existing Notes must submit to their respective Intermediaries at or prior to 5:00 p.m. (Toronto time) on April 7, 2020, or such later date as may be agreed by the Applicants in the event that the Debtholders’ Meeting is postponed or adjourned (the “Voting Deadline”), or such earlier deadline as an Intermediary may advise the applicable beneficial holder of the Existing Notes, their duly completed Noteholder VIEF (or such other documentation or instruction as the Intermediary may customarily request for purposes of obtaining voting instructions); and

 

  (b)

the CFA Lenders must submit to the Proxy, Information and Exchange Agent, at or prior to the Voting Deadline, their duly completed CFA Lender Voting and Election Form (or such other documentation or instruction as the Proxy, Information and Exchange Agent may customarily request for purposes of properly obtaining voting instructions),

in each case in accordance with the instructions set forth in the Noteholder VIEF or CFA Lender Voting and Election Form, as applicable, and any instructions provided by your Intermediary or the Proxy, Information and Exchange Agent, as applicable.

As described further in the Circular, Noteholders as at the Record Date that submit a vote in favour of the Debtholders’ Arrangement Resolution on or prior to the early consent deadline of 5:00 p.m. (Toronto time) on March 27, 2020 (the “Early Consent Deadline”), as such date may be extended by the Applicants (each, an “Early Consenting Noteholder”), will be entitled to receive on the Effective Date (conditional on completion of the Arrangement and subject to the terms of the Plan) a cash payment in an amount equal to 3% of the principal amount of Existing Notes voted by such Early Consenting Noteholder in favour of the Plan prior to the Early Consent Deadline and held by such Early Consenting Noteholder as at the Effective Date as additional consideration in exchange for its Existing Notes.

Debtholders may attend the Debtholders’ Meeting in person or may appoint another person as proxyholder. The Noteholder VIEF and the CFA Lender Voting and Election Form nominate David Pathe, President and Chief Executive Officer of Sherritt or Andrew Snowden, Senior Vice President & Chief Financial Officer of Sherritt, and either one of them, with full power of substitution as proxyholders. A Debtholder may appoint another person as his, her or its proxyholder by inserting the name of such person in the space provided in the Noteholder VIEF or CFA Lender Voting and Election Form, as applicable, and following the instructions contained therein. Persons appointed as proxyholders need not be Debtholders. Debtholders requiring assistance should contact the Proxy, Information and Exchange Agent at the contact information provided in the Circular.

 

2


The Board unanimously recommends that Debtholders VOTE FOR the Debtholders’ Arrangement Resolution.

DATED at Toronto, Ontario, this 6th day of March, 2020.

SHERRITT INTERNATIONAL CORPORATION

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Ward Sellers”

Senior Vice President, General Counsel and Corporate Secretary
Sherritt International Corporation

 

3


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

 

TO:

Holders of common shares (“Common Shares”) of Sherritt International Corporation (“Sherritt” or the “Corporation”)

NOTICE IS HEREBY GIVEN that a special meeting (the “Shareholders’ Meeting”) of the holders of the Common Shares (the “Shareholders”) will be held at the offices of Goodmans LLP at Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, on April 9, 2020, at 10:30 a.m. (Toronto time) pursuant to an order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated February 26, 2020, for the following purposes:

 

  (a)

to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Stated Capital Reduction Resolution”), the full text of which is set out in Appendix B to the accompanying management information circular (the “Circular”), approving a reduction of the stated capital of the Common Shares, as more particularly described in the Circular; and

 

  (b)

to transact such other business as may properly come before the Shareholders’ Meeting or any postponement or adjournment thereof.

Capitalized terms used herein, and not otherwise defined herein, have the meanings set forth in the Circular. Additional information on the above matters can be found in the Circular.

Pursuant to the Interim Order, the record date for entitlement to vote at the Shareholders’ Meeting is 5:00 p.m. on March 6, 2020 (the “Record Date”). Each Shareholder will have one vote for each Common Share as at the Record Date. Pursuant to the Interim Order, the quorum for the Shareholders’ Meeting is the presence, in person or by proxy, of two or more persons entitled to vote at such Shareholders’ Meeting. Subject to any further order of the Court, the vote required to pass the Stated Capital Reduction Resolution is the affirmative vote of at least 6623% of the votes cast by Shareholders present in person or by proxy at the Shareholders’ Meeting and entitled to vote on the Stated Capital Reduction Resolution.

The Stated Capital Reduction to be approved by Shareholders is a preliminary step to the implementation of the Transaction, described in further detail in the Circular, which would reduce the Corporation’s total outstanding debt by approximately $414 million and reduce annual cash interest payments by approximately $19 million by, among other things, (i) exchanging the Corporation’s existing note obligations in the aggregate principal amount of approximately $588 million, plus all accrued and unpaid interest, for New Second Lien Notes in the aggregate principal amount of approximately $319 million (on the basis of an Effective Date of April 30, 2020) and (ii) exchanging Sherritt’s obligations in respect of the partner loans relating to the Ambatovy Joint Venture in the aggregate principal amount of approximately $145 million for, at the election of each CFA Lender, either (i) its pro rata share of Sherritt’s interest in the Ambatovy Joint Venture, or (ii) Amended CFA Loans with no further recourse as against Sherritt, all as further discussed in the Circular. The Transaction would also result in an extension of the maturity of the Corporation’s note obligations from 2021, 2023 and 2025, respectively, under its existing notes to 2027 under the New Second Lien Notes. The Stated Capital Reduction will not impact the Corporation’s current number of Common Shares issued and outstanding.

The Circular, this notice, the form of Shareholder proxy and the Shareholder voting instruction form are being distributed to Shareholders as at the Record Date and are available online under the Corporation’s profile on SEDAR at www.sedar.com.

If you receive these materials through your broker, custodian, investment dealer, nominee, bank, trust company or other intermediary (an “Intermediary”), you should follow the instructions provided by such Intermediary in order to vote your Common Shares.

All Shareholders are requested to vote in accordance with the instructions provided in the appropriate proxy or voting instruction form, as applicable, using one of the available methods described therein. In order to be effective, proxies and voting instruction forms must be received by the Corporation’s transfer agent, prior to 5:00 p.m.

 

1


(Toronto time) on April 7, 2020, or, if the Shareholders’ Meeting is postponed or adjourned, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournments or postponements thereof.

Registered holders of Common Shares (“Registered Shareholders”) can submit their proxy:

 

   

By mail: AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1

 

   

By fax: 1-866-781-3111 (toll free) or 416-368-2502 (within the 416 area code)

 

   

By email: proxyvote@astfinancial.com

 

   

By telephone: Using a touch-tone telephone, call toll free 1-888-489-7352 (Bilingual)

 

   

By Internet: www.astvotemyproxy.com

If you receive more than one proxy form because you own Common Shares registered in different names or addresses, each proxy form should be completed and returned.

Registered Shareholders may attend the Shareholders’ Meeting in person or may appoint another person as proxyholder. The form of Shareholder proxy nominates David Pathe, President and Chief Executive Officer of Sherritt or Andrew Snowden, Senior Vice President & Chief Financial Officer of Sherritt, and either one of them with full power of substitution as proxyholders. A Shareholder may appoint another person as his, her or its proxyholder by inserting the name of such person in the space provided in the form of proxy, or by completing another valid form of proxy. Persons appointed as proxyholders need not be Shareholders. Shareholders requiring assistance should contact the Proxy, Information and Exchange Agent.

The Board unanimously recommends that Shareholders VOTE FOR the Stated Capital Reduction Resolution.

DATED at Toronto, Ontario, this 6th day of March, 2020.

SHERRITT INTERNATIONAL CORPORATION

BY ORDER OF THE BOARD OF DIRECTORS

 

(signed) “Ward Sellers”

Senior Vice President, General Counsel and Corporate Secretary Sherritt International Corporation

 

2


IMPORTANT INFORMATION

General

This Circular is furnished in connection with the solicitation of proxies by and on behalf of Management to be used at the Meetings of each of the Debtholders and the Shareholders to be held at the offices of Goodmans LLP at Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario on April 9, 2020 at 10:00 a.m. and 10:30 a.m. (Toronto time), respectively, and, at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notices of Meeting for each of the Debtholders and the Shareholders.

No person has been authorized to give any information or make any representation in connection with the Transaction or any other matters to be considered at the Meetings other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized and should not be relied upon in making a decision as to how to vote on the Transaction or the other matters set forth herein.

All summaries of, and references to, the Transaction in this Circular are qualified in their entirety by reference to the complete text of the Plan, a copy of which is attached as Appendix C to this Circular. You are urged to carefully read the full text of the Plan.

All information contained in this Circular is given as of March 6, 2020 unless otherwise specifically stated. All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under “Glossary of Terms”.

Unless otherwise stated, all references in this Circular to sums of money are expressed in, and all payments provided for herein shall be made in, Canadian Dollars.

EXCHANGE RATES

The following table sets forth, for each of the periods indicated, the end-of-period Bank of Canada daily U.S. Dollar to Canadian Dollar exchange rate. The exchange rate on March 6, 2020, as quoted by Bank of Canada, for the conversion of U.S. Dollars to Canadian Dollars, was US$1.00 equals $1.3241.

 

     Year Ended December 31,  
     2018      2019  

High

   $ 1.3642      $ 1.3600  

Low

   $ 1.2288      $ 1.2988  

Average

   $ 1.2957      $ 1.3269  

End of Period

   $ 1.3642      $ 1.2988  

For the purposes of determining the principal amount of CFA Loans that a CFA Lender is entitled to vote at the Debtholders’ Meeting, the CFA Loans will be converted to Canadian Dollars based on the Bank of Canada daily U.S. Dollar to Canadian Dollar exchange rate in effect on the Record Date of March 6, 2020.

The foregoing rates may differ from the actual rates used in the preparation of Sherritt’s financial statements and other financial information referenced in this Circular. The Corporation’s inclusion of these exchange rates is not meant to suggest that the U.S. Dollar amounts actually represent such Canadian Dollar amounts or that such amounts could have been converted into Canadian Dollars at any particular rate, if at all.

 

3


DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have been publicly filed on SEDAR at www.sedar.com or with the securities commission or similar regulatory authority in each of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of this Circular:

 

  (a)

the annual information form for the Corporation dated February 13, 2019 for the fiscal year ended December 31, 2018 (the “2018 AIF”);

 

  (b)

the management information circular dated May 24, 2019 in respect of the Corporation’s annual and special meeting of shareholders held on June 24, 2019 (the “2019 AGM Circular”);

 

  (c)

the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2019 and 2018 and Management’s report and the independent auditor’s report thereon (the “2019 Financial Statements”);

 

  (d)

the Management’s Discussion and Analysis of the Corporation for the fiscal year ended December 31, 2019 (the “2019 MD&A”); and

 

  (e)

the material change report issued by the Corporation on February 27, 2020 with respect to the Transaction.

Material change reports (other than confidential reports), business acquisition reports, interim and annual financial statements and all other documents of the type referred to above after the date of this Circular and before completion or withdrawal of the Transaction will be deemed to be incorporated by reference into this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not constitute a part of this Circular, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Copies of documents incorporated herein by reference may be obtained upon request without charge from the Corporate Secretary of Sherritt at Bay Adelaide Centre, East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4 and are also available electronically on SEDAR at www.sedar.com.

FORWARD-LOOKING STATEMENTS

This Circular and the documents incorporated by reference herein contain “forward looking statements” within the meaning of applicable U.S. Securities Laws and “forward-looking information” within the meaning of applicable Canadian Securities Laws (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of this Circular or, in the case of documents incorporated by reference herein, as of the date of such documents.

Forward-looking statements can generally be identified by the use of statements that include such words as “believe”, “expect”, “anticipate”, “intend”, “plan”, “forecast”, “likely”, “may”, “will”, “could”, “should”, “suspect”, “outlook”, “projected”, “continue” or other similar words or phrases. Specifically, forward-looking statements in this document and the documents incorporated by reference herein include but are not limited to, statements respecting certain expectations regarding capital costs and expenditures; capital project completion dates; sales volumes; revenue, costs and earnings; sufficiency of working capital and capital project funding, completion of

 

4


development and exploration wells; restructuring plan cost savings; and amounts of certain joint venture commitments.

Forward-looking statements are not based on historic facts, but rather on current expectations, assumptions and projections about future events, including commodity and product prices and demand; the level of liquidity and access to funding; share-price volatility; realized prices for production; earnings and revenues; development and exploration wells and enhanced oil recovery in Cuba; environmental rehabilitation provisions; availability of regulatory approvals; compliance with applicable environmental laws and regulations; debt repayments; collection of accounts receivable; the timing of, and matters to be considered at, the meetings of Debtholders and Shareholders; the Corporation’s ability to satisfy its financial obligations in future period; the Corporation’s intention to reduce its debt and annual interest payments; the Corporation’s intention to realign its capital structure and the timing thereof; the Corporation’s filing with the Court; failure to timely satisfy the conditions of the Transaction or to otherwise complete the Transaction; the expected process for implementing the Transaction; the effect of the Transaction; the Corporation’s corporate governance practices and policies; and certain corporate objectives, goals and plans for 2019 and 2020. By their nature, forward-looking statements require the Corporation to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that those assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections.

These assumptions should be considered carefully by Debtholders and Shareholders. Debtholders and Shareholders are cautioned not to place undue reliance on the forward-looking statements or the assumptions on which our forward-looking statements are based. Debtholders and Shareholders are advised to carefully review and consider the risk factors identified under the heading “Risk Factors” herein, in the 2018 AIF under the heading “Risk Factors”, which is incorporated by reference into this Circular, and in the other documents incorporated by reference herein for a discussion of the factors that could cause the Corporation’s actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Debtholders and Shareholders are further cautioned that the foregoing list of assumptions is not exhaustive and it is recommended that Debtholders and Shareholders consult the more complete discussion of the Corporation’s business, financial condition and prospects that is included in the documents incorporated by reference herein. Although the Corporation believes that the assumptions on which the forward-looking statements are based are reasonable, based on the information available to the Corporation on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. The forward-looking statements contained in this Circular and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking information and statements contained in this document and the documents incorporated by reference herein are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any oral or written forward-looking information or statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

NOTICE TO DEBTHOLDERS IN THE UNITED STATES

THE SECURITIES ISSUABLE IN CONNECTION WITH THE TRANSACTION HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE OF THE UNITED STATES; AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SUCH STATE REGULATORY AUTHORITY HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The issuance and distribution of New Second Lien Notes and the related New Notes Guarantees under the Plan have not been registered under the U.S. Securities Act. The New Second Lien Notes and related New Notes Guarantees are being issued and distributed in reliance on the exemption from registration set forth in Section 3(a)(10) of the U.S. Securities Act (and similar exemptions under applicable state securities laws).

For more information, including information regarding transfer restrictions under applicable U.S. Securities Laws, see “Securities Law Matters—Certain United States Securities Law Matters”.

 

5


The Arrangement is being made in accordance with the disclosure requirements of Canada. Debtholders should be aware that such requirements are different from those of the United States. The financial statements of Corporation included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards and may not be comparable to the financial statements of United States companies.

Debtholders in the United States should be aware that the Transaction as described herein may have tax consequences both in the United States and Canada. This Circular does not address any tax considerations of the Transaction other than certain Canadian federal income tax considerations. Debtholders are encouraged to consult their tax advisors.

The solicitation of consents contemplated hereby are being effected in accordance with Canadian corporate and securities laws. The proxy solicitation rules under the U.S. Securities Exchange Act are not applicable to the Corporation or this solicitation. Debtholders should be aware that proxy solicitation and disclosure requirements under Canadian laws are different from those requirements under U.S. Securities Laws.

It may be difficult for you to enforce your rights and any claim you may have arising under U.S. Securities Laws, since the Corporation is located in Canada, and some or all of its officers and directors may be residents of Canada. You may not be able to sue a foreign corporation or its officers or directors in a foreign court for violations of U.S. Securities Laws. It may be difficult to compel a foreign corporation and its affiliates to subject themselves to a U.S. court’s judgment.

 

6


GLOSSARY OF TERMS

Unless the context otherwise requires, when used in this Circular the following terms shall have the meanings set forth below. Words importing the singular number shall include the plural and vice versa, and words importing any gender shall include all genders.

2016 Notes Extension Transaction” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

2018 AIF” has the meaning ascribed thereto under the heading “Documents Incorporated by Reference”;

2019 AGM Circular” has the meaning ascribed thereto under the heading “Documents Incorporated by Reference”;

2019 Financial Statements” has the meaning ascribed thereto under the heading “Documents Incorporated by Reference”;

2019 MD&A” has the meaning ascribed thereto under the heading “Documents Incorporated by Reference”;

7.50% Debentures” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

7.875% Notes” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

8.00% Debentures” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Additional CFA Loans” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Aggregate CFA Loans” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Alternative CFA Lender Transaction” has the meaning ascribed thereto under the heading “Treatment of CFA Lenders – Alternative CFA Lender Transaction”;

Amalgamated Sherritt” has the meaning ascribed thereto under the heading “Arrangement Steps”;

Amalgamation” means the amalgamation of Sherritt and Sherritt Amalco to form Amalgamated Sherritt;

Ambatovy Debt” means all present or future indebtedness or other obligations owing to MMI by AMSA and by DMSA in respect of the Shareholder Subordinated Loans (as defined in the Ambatovy Shareholders’ Agreement), including all accrued and unpaid interest in respect thereof;

Ambatovy Interests” means, collectively, the Ambatovy Debt and the Ambatovy Shares;

Ambatovy Interests Electing CFA Lender” means a CFA Lender that made an Ambatovy Interests Exchange Election pursuant to the Interim Order;

Ambatovy Interests Exchange Election” means, in respect of a CFA Lender, an election made by such CFA Lender pursuant to the Interim Order to receive its CFA Lender Pro Rata Share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt as the consideration in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims;

 

7


Ambatovy Joint Venture” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Ambatovy Partners” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Ambatovy Restructuring” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Ambatovy Senior Lenders” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Ambatovy Senior Project Financing” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Ambatovy Shareholders’ Agreement” means the fourth amendment and restatement of the shareholders’ agreement dated December 11, 2017, as originally dated October 18, 2006 and as previously amended and restated on February 21, 2008, June 24, 2009, and May 29, 2012, among Sherritt, the CFA Guarantor, Korea Resources Corporation, Sumitomo Corporation, Summit Ambatovy Mineral Resources Investment B.V., Ambatovy Holdings Limited, DMSA and AMSA;

Ambatovy Shares” means, collectively, the AMSA Shares and the DMSA Shares;

Amended CFA Loan means a loan on substantially similar terms as the existing CFA Loans, subject to the CFA Loan Amended Terms;

Amended CFA Loan Electing CFA Lender means a CFA Lender that made an Amended CFA Loan Election pursuant to the Interim Order, provided that if a CFA Lender does not make an election pursuant to the Interim Order, such CFA Lender shall be deemed to have made an Amended CFA Loan Election and to be an Amended CFA Loan Electing CFA Lender under the Plan;

Amended CFA Loan Election means, in respect of a CFA Lender, an election made, or deemed to have been made, by such CFA Lender pursuant to the Interim Order to receive an Amended CFA Loan(s) as the consideration in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims;

AMSA” means Ambatovy Minerals S.A.;

AMSA Shares” means all of the shares in the capital of AMSA held by the CFA Guarantor;

Applicants” means, collectively, Sherritt and Sherritt Amalco;

Arrangement” means the arrangement effected under Section 192 of the CBCA on the terms and subject to the conditions set forth in the Plan, subject to any amendments, modifications and/or supplements made thereto in accordance with the Arrangement Agreement and the Plan;

Arrangement Agreement” means the arrangement agreement dated February 25, 2020 among the Applicants, a copy of which is attached (without schedules) as Appendix D to this Circular, as it may be amended, restated, modified and/or supplemented from time to time;

Articles of Arrangement” means the articles of arrangement of the Applicants in respect of the Arrangement, in form and substance satisfactory to the Applicants, that are required to be filed with the CBCA Director in order for the Arrangement to become effective on the Effective Date;

BIA” has the meaning ascribed thereto under the heading “Risk Factors”;

Board” or “Board of Directors” means the board of directors of Sherritt;

 

8


Broadridge” means, collectively, Broadridge Investor Communications Corporation and Broadridge Investor Communications Inc.;

Canadian Dollars” or “$” means the lawful currency of Canada;

Canadian Holder” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

Canadian Securities Laws” means, collectively, and, as the context may require, the applicable securities laws of each of the provinces of Canada, and the respective regulations and rules made under those securities laws together with all applicable policy statements, instruments, blanket orders and rulings of the Canadian securities commissions and all discretionary orders or rulings, if any, of the Canadian securities commissions made in connection with the Transaction together with applicable published policy statements of the Canadian securities administrators, as the context may require.

CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

CBCA Director” means the Director appointed under Section 260 of the CBCA;

CBCA Opinion” has the meaning ascribed thereto under the heading “Reasons for Transaction – Paradigm Capital Opinions” and is included in the Paradigm Capital Opinions attached as Appendix G to this Circular;

CBCA Proceedings” means the proceedings commenced by the Applicants under the CBCA on February 26, 2020 in connection with the Plan;

CCAA” has the meaning ascribed thereto under the heading “Risk Factors”;

CDS” means the CDS Clearing and Depository Services Inc. and its successors and assigns;

CDSX” means the clearing and settlement system administered by CDS;

Certificate of Arrangement” means the certificate giving effect to the Arrangement, to be issued by the CBCA Director pursuant to section 192(7) of the CBCA upon receipt of the Articles of Arrangement in respect of the Applicants in accordance with section 262 of the CBCA;

CFA Guarantor” or “MMI” means Madagascar Mineral Investments Ltd.;

CFA Lender Claims” means all outstanding Obligations owing by any Person, whether as issuer, guarantor or otherwise, with respect to the CFA Loans, the CFA Loan Agreements or any of the other CFA Loan Documents as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments (including any applicable prepayment and/or make-whole amounts) pursuant to or in connection with the CFA Loan Documents as at the Effective Date;

CFA Lender Pro Rata Share” means, with respect to each CFA Lender, the percentage that the principal amount of CFA Loans held by such CFA Lender bears to the total principal amount of CFA Loans held by all CFA Lenders immediately prior to the Effective Time;

CFA Lender Voting and Election Form” means the CFA Lender proxy, voting and election form in connection with the Debtholders’ Meeting;

CFA Lenders” means, collectively, Summit Ambatovy Mineral Resources Investment B.V. as lender, Sumitomo Corporation as lender guarantor, The Export-Import Bank of Korea as lender, and Korea Resources Corporation as take-out financier, and any of their respective permitted successors or assigns, and “CFA Lender” means any one of them, as applicable;

 

9


CFA Loan Agreements” means, collectively, (a) the amended and restated development carry finance agreement made as of March 26, 2008, as amended and restated as of June 24, 2009 and as further amended and restated as of December 11, 2017, among Sherritt as borrower, the CFA Guarantor as guarantor, The Export-Import Bank of Korea as lender and Korea Resources Corporation as take-out financier; (b) the amended and restated development carry finance agreement made as of March 26, 2008, as amended and restated as of June 24, 2009 and as further amended and restated as of December 11, 2017, among Sherritt as borrower, the CFA Guarantor as guarantor, Summit Ambatovy Mineral Resources Investment B.V. as lender and Sumitomo Corporation as lender guarantor, and (c) the amended and restated development carry finance agreement made as of March 26, 2008, as amended and restated as of June 24, 2009 and as further amended and restated as of December 11, 2017, among Sherritt as borrower, the CFA Guarantor as guarantor, Summit Ambatovy Mineral Resources Investment B.V. as lender and Sumitomo Corporation as lender guarantor, as previously assigned to Summit Ambatovy Mineral Resources Investment B.V. by SNC-Lavalin Inc.;

CFA Loan Amended Terms means (i) the CFA Guarantor shall be the sole borrower under the Amended CFA Loan(s); (ii) Sherritt shall have no obligations in respect of the Amended CFA Loan(s) and there shall be no recourse whatsoever against Sherritt in respect of the Amended CFA Loan(s); and (iii) the CFA Lender in respect of an Amended CFA Loan shall have the right, for up to 12 months following the Effective Date, to direct the CFA Guarantor to transfer such CFA Lender’s CFA Lender Pro Rata Share of the Ambatovy Shares and the Ambatovy Debt held by the CFA Guarantor as directed by such CFA Lender in consideration for an amount equal to the amount owing under such CFA Lender’s Amended CFA Loan, which will be satisfied through the full and final set off, settlement, repayment and exchange of the CFA Lender’s Amended CFA Loan, as such terms may be amended, modified and/or supplemented pursuant to the Plan;

CFA Loan Documents” means, collectively, the CFA Loan Agreements, the other Finance Documents (as defined under the CFA Loan Agreements) and all other documentation including, without limitation, all guarantee and security documentation, related to the CFA Loans;

CFA Loans” means the existing loans made by the CFA Lenders, as applicable, under the CFA Loan Agreements;

CFA Note” has the meaning ascribed thereto under the heading “Arrangement Steps”;

Circular” means this management information circular of Sherritt dated March 6, 2020, including all appendices hereto, as it may be amended, modified and/or supplemented from time to time, subject to the terms of the Interim Order or other Order of the Court;

Claim” means any right or claim of any Person that may be asserted or made in whole or in part against the applicable Persons, or any of them, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest accrued thereon or costs payable in respect thereof, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty), by reason of any right of setoff, counterclaim or recoupment, or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future;

Collateral” has the meaning ascribed thereto in the “Description of Notes”;

Collateral Agent” has the meaning ascribed thereto in the “Description of Notes”;

 

10


Collateral Documents” has the meaning ascribed thereto in the “Description of Notes”;

Common Shares” means common shares in the capital of Sherritt or Amalgamated Sherritt, as the context requires;

Consent Agreement has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Consent Notes” means, in respect of an Early Consenting Noteholder, the Existing Notes held by such Early Consenting Noteholder in respect of which votes have been validly cast in favour of the Plan by the Early Consent Deadline pursuant to the Interim Order and in respect of which such vote in favour of the Plan has not been changed or withdrawn, and/or the Existing Notes held by such Early Consenting Noteholder in respect of which such Early Consenting Noteholder has otherwise supported the Plan, in each case in a manner acceptable to the Applicants;

Court” means the Ontario Superior Court of Justice (Commercial List);

Cuban Receivables” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Cuban Receivables Agreement” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Debt” means, collectively, the Obligations in respect of the Existing Notes and the CFA Loans;

Debt Documents” means, collectively, the Existing Note Documents and the CFA Loan Documents;

Debtholder Meeting Packages” means, collectively, (a) this Circular, the Debtholders’ Notice and the Noteholder VIEF to be sent to the Noteholders, and (b) this Circular, the Debtholders’ Notice and the CFA Lender Voting and Election Form to be sent to the CFA Lenders;

Debtholders” means, collectively, the Noteholders and the CFA Lenders;

Debtholders’ Arrangement Resolution” means the resolution of the Debtholders, inter alia, approving the Arrangement to be considered and voted upon at the Debtholders’ Meeting, the full text of which is attached as Appendix A to this Circular;

Debtholders’ Meeting” means the meeting of Debtholders as of the Record Date called and held pursuant to the Interim Order for the purpose of considering and voting on the Debtholders’ Arrangement Resolution and to consider and vote on such other matters as may properly come before such meeting, and includes any adjournment(s) or postponement(s) of such meeting;

Debtholders’ Notice” means the notice of the Debtholders’ Meeting;

Description of Notes” has the meaning ascribed thereto under the heading “Terms of the New Second Lien Notes and the New Notes Indenture”;

DMSA” means Dynatec Madagascar S.A.;

DMSA Shares” means all of the shares in the capital of DMSA held by the CFA Guarantor;

Dynatec” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Early Consent Date” means March 27, 2020, or such later date as the Applicants may determine;

Early Consent Deadline” means 5:00 p.m. (Toronto time) on the Early Consent Date, or such later time as the Applicants may determine;

 

11


Early Consenting Noteholder” means a Noteholder who, by the Early Consent Deadline, has voted in favour of the Plan or has otherwise supported the Plan, in each case in a manner acceptable to the Applicants, and provided that in each case such Noteholder holds its Consent Notes as at the Effective Date;

EBITDA” has the meaning ascribed thereto in the Revolving Bank Facility Agreement;

Effective Date” means the date shown on the Certificate of Arrangement issued by the CBCA Director;

Effective Time” means such time on the Effective Date as may be specified by the Applicants as the time at which the Arrangement implementation steps set forth in the Plan shall be deemed to commence;

Energas” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Excess Cash Flow” has the meaning ascribed thereto in the “Description of Notes”;

Existing 2021 Notes” means the 8.00% Senior Unsecured Debentures due November 15, 2021 issued by Sherritt under the Existing Notes Indenture;

Existing 2023 Notes” means the 7.50% Senior Unsecured Debentures due September 24, 2023 issued by Sherritt under the Existing Notes Indenture;

Existing 2025 Notes” means the 7.875% Senior Unsecured Notes due October 11, 2025 issued by Sherritt under the Existing Notes Indenture;

Existing Indenture Trustee” means Computershare Trust Company of Canada as trustee under the Existing Notes Indenture, and any successor thereof;

Existing Note Documents” means, collectively, the Existing Notes Indenture, the Existing Notes, the Existing Notes Guarantees and all other documentation related to the Existing Notes;

Existing Noteholder Claims” means all outstanding Obligations owing by any Person, whether as issuer, guarantor or otherwise, with respect to the Existing Notes, the Existing Notes Indenture or any other Existing Note Documents as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments (including any applicable prepayment and/or make-whole amounts) pursuant to or in connection with the Existing Note Documents as at the Effective Date;

Existing Notes” means, collectively, the Existing 2021 Notes, the Existing 2023 Notes and the Existing 2025 Notes;

Existing Notes Guarantees” means, collectively, each Note Guarantee (as defined in the Existing Notes Indenture);

Existing Notes Guarantors” means, collectively, Sherritt International Oil and Gas Limited, Sherritt International (Bahamas) Inc., Sherritt Power (Bahamas) Inc., SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), Sherritt Utilities Inc., Canada Northwest Oils (Europe) B.V., and CNWL Oil (Espana) S.A.;

Existing Notes Indenture” means the second amended and restated indenture in respect of the Existing Notes dated as of July 29, 2016 among Sherritt, the Existing Notes Guarantors and the Existing Indenture Trustee, as it may be further amended, restated, modified and/or supplemented from time to time prior to the Effective Date;

Existing Revolving Bank Facility Collateral” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Fairness Opinion” has the meaning ascribed thereto under the heading “Reasons for Transaction – Paradigm Capital Opinions” and is included in the Paradigm Capital Opinions attached as Appendix G to this Circular;

 

12


Final Order means the Order of the Court approving the Arrangement under Section 192 of the CBCA, which shall include such terms as may be necessary or appropriate to give effect to the Arrangement and the Plan, in form and substance satisfactory to the Applicants, as such Order may be amended from time to time in a manner acceptable to the Applicants;

Form 54-101F7” has the meaning ascribed thereto under the heading “Non-Registered Holders of Common Shares and Existing Notes”;

Governmental Entity” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them, or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

Guarantors” means, collectively, the Existing Notes Guarantors and the CFA Guarantor;

Holders” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations”;

Intercreditor Agreement” has the meaning ascribed thereto in the “Description of Notes”;

Interim Order” means the interim Order of the Court granted on February 26, 2020 pursuant to Section 192 of the CBCA, which, among other things, approves the calling of, and the date for, the Meetings, as such Order may be amended from time to time in a manner acceptable to the Applicants, a copy of which is attached as Appendix F to this Circular;

Intermediary” means a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary;

In-Person Holder” means a Debtholder or Shareholder who wishes to vote in person at a Meeting and follows the required procedures to do so;

Law” means any law, statute, constitution, treaty, convention, code, injunction, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity, and includes any securities or stock exchange rules or regulations;

Management” means the management of the Corporation;

March 2019 Ambatovy Non-Funding” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Meetings” means, collectively, (a) the Debtholders’ Meeting, and (b) the Shareholders’ Meeting;

Minimum Cash Balance Requirement” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Moa Joint Venture” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

NBF” means National Bank Financial Inc., as financial advisor to Sherritt;

New Indenture Trustee” means AST Trust Company (Canada), as trustee under the New Notes Indenture, or such other indenture trustee under the New Notes Indenture as determined by the Applicants by the Effective Date;

 

13


New Note Documents” means, collectively the New Notes Indenture, the New Second Lien Notes, the New Notes Guarantees and the new security documentation to be entered into pursuant to the New Notes Indenture, in each case, in form acceptable to the Applicants and substantially on the terms as described in the Circular, as such terms may be amended pursuant to the Plan;

New Notes Guarantees” means the new guarantees to be provided by the New Notes Guarantors pursuant to the New Notes Indenture;

New Notes Guarantors” means, collectively, the Existing Notes Guarantors, 672539 Alberta Ltd., 672540 Alberta Ltd., SI Finance Ltd., Dynatec Technologies Ltd., 1683740 Alberta Ltd., OG Finance Inc., Power Finance Inc., SBCT Logistics Ltd., SIC Marketing Services (UK) Limited, The Cobalt Refinery Holding Company Ltd. and 672538 Alberta Ltd.;

New Notes Indenture” means the indenture to be entered into on the Effective Date by Sherritt, the New Notes Guarantors and the New Indenture Trustee, substantially on the terms as described in the Circular, as such terms may be amended pursuant to the Plan, pursuant to which the New Second Lien Notes will be issued;

New Second Lien Notes” means the new 8.50% second lien secured notes due 2027 to be issued by Sherritt pursuant to the New Notes Indenture and the Plan, which notes will be denominated in Canadian dollars, be issued in an aggregate principal amount equal to 50% of the aggregate principal amount of Existing Notes outstanding as at the Effective Date plus the aggregate amount of all accrued and unpaid interest outstanding in respect of the Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date, and be substantially on the terms described in the Circular, as such terms may be amended pursuant to the Plan;

Non-Registered Holders” means, collectively, Noteholders and Shareholders who hold their Existing Notes and/or Common Shares in the name of an Intermediary;

Non-Resident Holder” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

Noteholder Early Consent Cash Consideration” means, in respect of an Early Consenting Noteholder, a cash payment in an amount equal to 3% of the principal amount of Consent Notes held by such Early Consenting Noteholder as at the Effective Date, payable on the Effective Date on the terms of the Plan as partial consideration for the exchange of the Existing Notes pursuant to the Plan;

Noteholder VIEF” means the Noteholder voting information and election form in connection with the Debtholders’ Meeting;

Noteholders” means holders of Existing Notes;

Notes Exchange Ratio” means 0.5;

Notice of Application” means the Notice of Application filed by the Applicants in the CBCA Proceedings, a copy of which is attached as Appendix E to this Circular;

Notices of Meetings” means, collectively, the Debtholders’ Notice, and the Shareholders’ Notice;

Obligations means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums, reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the applicable Debt Document;

Order” means any order entered by the Court in the CBCA Proceedings;

 

14


Original Notes” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Paradigm Capital” means Paradigm Capital Inc., as the independent financial advisor to Sherritt and the Board of Directors;

Paradigm Capital Engagement Agreement” has the meaning ascribed thereto under the heading “Background to and Reasons for the Transaction”;

Paradigm Capital Opinions” means collectively, the Fairness Opinion and CBCA Opinion;

Person” means any individual, firm, corporation, partnership, limited partnership, limited or unlimited liability company, joint venture, fund, association, organization, trust, trustee, executor, administrator, legal personal representative, estate, group, unincorporated association or organization, Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body, whether or not having legal status;

Persons Subject to U.S. Jurisdiction” has the meaning ascribed thereto under “Risk Factors – Risk Factors Relating to the Transaction”;

Plan” means the plan of arrangement, substantially in the form attached as Appendix C to this Circular, and any amendments, restatements, modifications and/or supplements thereto made in accordance with the terms thereof;

Proxy, Information and Exchange Agent” means Kingsdale Advisors;

PUC” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Stated Capital Reduction”;

RDSP” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

Record Date” means 5:00 p.m. on March 6, 2020;

Registered Shareholders” means Shareholders whose Common Shares are registered in their name;

Regulation S” means Regulation S under the U.S. Securities Act;

Released Claims” means, collectively, the matters that are subject to release and discharge pursuant to the terms of the Plan and as described herein under the heading “Description of the Transaction and Certain Related Matters – Plan of Arrangement – Releases”;

Released Parties” means, collectively, the Sherritt Entities and each of their respective current and former directors, officers, employees, financial and other advisors, legal counsel and agents, including the Proxy, Information and Exchange Agent, each in their capacity as such;

Releases” has the meaning ascribed thereto under the heading “Description of the Transaction and Certain Related Matters – Plan of Arrangement – Releases”;

RESP” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

Restricted Subsidiaries” has the meaning ascribed thereto in the “Description of Notes”;

Revolving Bank Facility” means the senior revolving credit facility available under the Revolving Bank Facility Agreement;

 

15


Revolving Bank Facility Agreement” means the second amended and restated credit agreement among Sherritt as borrower, the guarantor subsidiaries party thereto as guarantors, National Bank of Canada as administrative agent, the lenders party thereto from time to time, and the other parties thereto, dated as of January 31, 2017, as amended, restated, modified and/or supplemented from time to time pursuant to its terms;

Revolving Bank Facility Amendments” means the amendments to the existing Revolving Bank Facility as agreed between Sherritt and the Revolving Bank Facility Lenders to permit the implementation of the Plan and such other amendments as may be agreed between Sherritt and the Revolving Bank Facility Lenders;

Revolving Bank Facility Guarantors” means the guarantors under the Revolving Bank Facility;

Revolving Bank Facility Lenders” means the lenders under the Revolving Bank Facility;

RRIF” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

RRSP” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

Rule 144” means Rule 144 under the U.S. Securities Act;

SEC means the United States Securities and Exchange Commission;

Second Ranking Liens” has the meaning ascribed thereto in the “Description of Notes”;

SEDAR” means the System for Electronic Document Analysis and Retrieval;

Shareholder Meeting Package” means, collectively, this Circular, the Shareholders’ Notice and the form of Shareholder proxy or voting instruction form (as applicable);

Shareholders” means the holders of the Common Shares;

Shareholders’ Meeting” means the meeting of the Shareholders as of the Record Date called and held pursuant to the Interim Order for the purpose of considering and voting on the Stated Capital Reduction Resolution and to consider and vote on such other matters as may properly come before such meeting, and includes any adjournment(s) or postponement(s) of such meeting;

Shareholders’ Notice” means the notice of the Shareholders’ Meeting;

Sherritt” or the “Corporation” means Sherritt International Corporation;

Sherritt Amalco” means 11722573 Canada Ltd., a wholly-owned subsidiary of Sherritt;

Sherritt Business” means, collectively, the Sherritt Entities’ metals business, oil & gas business, power business, fertilizer business and technology business;

Sherritt Entities” means, collectively, the Applicants, the Guarantors and each of Sherritt’s other direct and indirect wholly-owned subsidiaries, and, for certainty, shall include Amalgamated Sherritt as the context requires;

Standstill Period” has the meaning ascribed thereto under the heading “Risk Factors – Risks Related to the New Second Lien Notes”;

Stated Capital Reduction” has the meaning ascribed thereto under the heading “Description of the Transaction and Certain Related Matters – Stated Capital Reduction”;

 

16


Stated Capital Reduction Resolution means the special resolution of the Shareholders approving the Stated Capital Reduction, the full text of which is attached as Appendix B to this Circular;

T-3 Application” has the meaning ascribed thereto under the heading “Terms of the New Second Lien Notes and the New Notes Indenture”;

Tax Act” means the Income Tax Act (Canada) as amended and all regulations thereunder;

Tax Proposals” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations”;

TFSA” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

Transaction” means the transactions contemplated by the Plan;

Transfer Agent” means AST Trust Company (Canada), in its capacity as transfer agent of the Corporation, and any successor thereof;

TSX” means the Toronto Stock Exchange;

United States” or “U.S.” means the United States, as defined in Rule 902(l) under Regulation S;

Unrestricted Subsidiaries” has the meaning ascribed thereto in the “Description of Notes”;

U.S. Dollars” or “US$” means the lawful currency of the United States of America;

U.S. Securities Act” means the United States Securities Act of 1933, as amended;

U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

U.S. Securities Laws” means, collectively, the U.S. Securities Act and the U.S. Securities Exchange Act, including the rules and regulations of the SEC thereunder, and applicable U.S. state securities or “blue sky” laws;

U.S. Treasury” has the meaning ascribed thereto under the heading “Risk Factors”;

U.S. Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder, as promulgated or amended from time to time;

Voting Deadline” means 5:00 p.m. (Toronto time) on April 7, 2020, or such later date as may be agreed by the Applicants in the event that the Meetings are postponed or adjourned; and

Voting Parties” means, collectively, the Debtholders and Shareholders that are entitled to vote at the Debtholders’ Meeting or the Shareholders’ Meeting, respectively.

 

17


SUMMARY OF CIRCULAR

The following is a summary of certain information contained elsewhere in this Circular. It is not, and is not intended to be, complete in itself. Debtholders and Shareholders are urged to carefully review this Circular, including the Appendices and the documents incorporated by reference, in each case in their entirety. Such parties should read this Circular carefully in its entirety to understand the terms of the Transaction as well as tax and other considerations that may be important to them in deciding whether to approve the Transaction and/or Stated Capital Reduction, as applicable. Such parties should also pay special attention to the “Risk Factors” section of this Circular. The following summary is qualified in its entirety by reference to the detailed information contained or incorporated by reference in this Circular. Capitalized terms used herein, and not otherwise defined, have the meanings set forth under “Glossary of Terms”.

Sherritt International Corporation

Sherritt is a corporation continued under the CBCA. Sherritt’s principal and head office is located at Bay Adelaide Centre, East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4. Sherritt is a leader in the mining and refining of nickel and cobalt from lateritic ores with projects, operations and investments in Canada, Cuba and Madagascar. The Corporation is the largest independent energy producer in Cuba, with extensive oil and power operations on the island. Sherritt licenses its proprietary technologies and provides metallurgical services to mining and refining operations worldwide. The Corporation’s common shares are listed on the TSX, trading under the symbol “S”. Additional information about the Corporation is set out in the 2018 AIF, the 2019 Financial Statements and related 2019 MD&A, and the 2019 AGM Circular.

See “Information Concerning the Corporation”.

The Meetings

Pursuant to the Interim Order, Sherritt has called the Debtholders’ Meeting to consider and, if deemed advisable, to pass, the Debtholders’ Arrangement Resolution, and has called the Shareholders’ Meeting to consider and, if deemed advisable, to pass, the Stated Capital Reduction Resolution. The Meetings will be held at the following places, dates and times:

 

Meeting

  

Location

  

Time & Date

  

Matters to be Considered
as set forth in

Debtholders’ Meeting

   Offices of Goodmans LLP at Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7    10:00 a.m. (Toronto time) on April 9, 2020   

Debtholders’ Notice

Shareholders’ Meeting

   10:30 a.m. (Toronto time) on April 9, 2020   

Shareholders’ Notice

Pursuant to the Interim Order: (i) a quorum at the Debtholders’ Meeting is the presence, in person or by proxy, of two or more persons entitled to vote at such Debtholders’ Meeting; and (ii) a quorum for the Shareholders’ Meeting is the presence, in person or by proxy, of two or more persons entitled to vote at such Shareholders’ Meeting.

See “Information Concerning the Meetings” and “Quorum and Voting Requirements”.

Voting at the Meetings

Entitlement to Vote and Attend

Pursuant to the Interim Order, those persons who are Debtholders on the Record Date are entitled to attend and vote at the Debtholders’ Meeting. All Debtholders will vote as one class. Each Debtholder will have one vote for each $1,000 of principal amount of Existing Notes and/or CFA Loans held by the applicable Debtholder as at the Record Date in respect of the Debtholders’ Arrangement Resolution and any other matters to be considered at the

 

18


Debtholders’ Meeting. For the purposes of determining the principal amount of CFA Loans that a CFA Lender is entitled to vote at the Debtholders’ Meeting, the CFA Loans shall be converted to Canadian Dollars based on the Bank of Canada daily U.S. Dollar to Canadian Dollar exchange rate in effect on the Record Date, being US$1:$1.3241.

Beneficial Noteholders shall be deemed to transfer their rights to vote on the Debtholders’ Arrangement Resolution and attend the Debtholders’ Meeting associated with their Existing Notes upon the transfer of their beneficial ownership of such Existing Notes to any transferee of such Existing Notes on or prior to the Voting Deadline, or such earlier date as its Intermediary may advise.

Pursuant to the Interim Order, Registered Shareholders as of the Record Date are entitled to attend and vote at the Shareholders’ Meeting. Shareholders will be entitled to one vote for each Common Share held as at the Record Date.

Non-Registered Holders of Common Shares and Existing Notes

In-Person Holders who are Non-Registered Holders should be appointed as their own representatives for such Meeting in accordance with the directions of their Intermediaries and Form 54-101F7, the Shareholder voting information form and/or the Noteholder VIEF, as applicable. In-Person Holders can also write the name of someone else whom they wish to vote on their behalf at the applicable Meeting. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7, the Shareholder voting information form and/or the Noteholder VIEF, as applicable, will have full authority to vote on all matters that are presented at such Meeting, even if those matters are not set out in Form 54-101F7, the Shareholder voting information form and/or the Noteholder VIEF, as applicable, or this Circular. By choosing to vote at a Meeting in person or appointing a proxyholder to attend in its place, an In-Person Holder’s voting instructions will not be executed or tabulated until the applicable Meeting. Accordingly, the voting instructions of In-Person Holders who are Noteholders will not have been properly delivered prior to the Early Consent Deadline and such Noteholders will NOT be eligible to receive Noteholder Early Consent Cash Consideration. If you are a Noteholder and your intention is to support the Debtholders’ Arrangement Resolution and to qualify for receipt of Noteholder Early Consent Cash Consideration, please provide your voting instructions well in advance of the Early Consent Deadline to your Intermediary. Debtholders or Shareholders who require assistance should contact the Proxy, Information and Exchange Agent toll-free in North America at 1-800-749-9197 or collect call outside North America at 416-867-2272, or by email at contactus@kingsdaleadvisors.com to request the necessary documentation required.

See “Entitlement to Vote and Attend” and “Non-Registered Holders of Common Shares and Existing Notes”.

Securityholder Approvals

In order to be passed, the Debtholders’ Arrangement Resolution must be approved by the affirmative vote of at least 6623% of the votes cast by Debtholders present in person or by proxy at the Debtholders’ Meeting and entitled to vote thereon.

In order to be passed, the Stated Capital Reduction Resolution must be approved by the affirmative vote of at least 6623% of the votes cast by Shareholders present in person or by proxy at the Shareholders’ Meeting and entitled to vote thereon. The Corporation may seek final approval of the Plan by the Court even if the Stated Capital Reduction Resolution is not passed at the Shareholders’ Meeting.

See “Quorum and Voting Requirements”.

Required Court Approval for the Plan

The Transaction will be implemented pursuant to the Plan of the Applicants pursuant to Section 192 of the CBCA, subject to, among other conditions, approval of the Plan by the Court pursuant to the Final Order.

See “Description of the Transaction and Certain Related Matters – Plan of Arrangement”.

 

19


Description of the Transaction and Certain Related Matters

Stated Capital Reduction

Subject to Shareholder approval, it is anticipated that Sherritt will reduce the stated capital account of its Common Shares to $575 million, without any payment thereon. The Stated Capital Reduction is a preliminary step to the implementation of the Transaction under the CBCA Proceedings. It will not impact the Corporation’s current number of Common Shares issued and outstanding.

See “Description of the Transaction and Certain Related Matters – Stated Capital Reduction”.

Plan of Arrangement

The Transaction will be implemented pursuant to the Plan of the Applicants pursuant to Section 192 of the CBCA, subject to, among other conditions, approval of the Plan by the Court pursuant to the Final Order. The Plan contemplates a series of steps and transactions as part of the implementation of the Transaction. These steps and transactions include, among other things, the following key elements:

 

   

the Corporation’s Existing Notes, in the aggregate principal amount of approximately $588 million, will, together with all accrued and unpaid interest thereon, be exchanged on the Effective Date, as follows:

 

   

each Early Consenting Noteholder will receive, as consideration in exchange for its Existing Notes:

 

   

New Second Lien Notes in an aggregate principal amount equal to (i) 50% of the principal amount of Existing Notes held by such Early Consenting Noteholder on the Effective Date, plus (ii) the amount of accrued and unpaid interest owing to such Early Consenting Noteholder in respect of its Existing Notes up to but not including the Effective Date; and

 

   

the Noteholder Early Consent Cash Consideration;

 

   

each Noteholder that is not an Early Consenting Noteholder will receive as consideration in exchange for its Existing Notes, New Second Lien Notes in an aggregate principal amount equal to (i) 50% of the principal amount of Existing Notes held by such Noteholder on the Effective Date, plus (ii) the amount of accrued and unpaid interest owing to such Noteholder in respect of its Existing Notes up to but not including the Effective Date;

 

   

the final aggregate principal amount of New Second Lien Notes to be issued pursuant to the Transaction will depend on the aggregate amount of interest accrued in respect of the Existing Notes up to the Effective Date. Based on an Effective Date of April 30, 2020, the aggregate principal amount of New Second Lien Notes to be issued would be approximately $319 million;

 

   

Sherritt’s obligations under the CFA Loans, including the aggregate principal amount of approximately $145 million,2 all accrued and unpaid interest, and any and all other related obligations in respect of the CFA Loans, will be assumed by the CFA Guarantor and exchanged, at the election of each CFA Lender for either (i) such CFA Lender’s pro rata share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt, or (ii) Amended CFA Loans in a principal amount equal to the amounts outstanding under such CFA Lender’s existing CFA Loan(s), which Amended CFA Loans will be obligations solely of the CFA Guarantor and have no recourse as against Sherritt. If a CFA Lender does not make an election in its CFA Lender Voting and Election Form, such CFA Lender shall be deemed to have made an Amended CFA Loan Election and to be an Amended CFA Loan Electing CFA Lender for purposes of the Plan;

 

2 

Principal amount of CFA Loans is as at January 31, 2020, and has been calculated by converting from U.S. Dollar currency to Canadian Dollar currency using the Bank of Canada daily exchange rate as at January 31, 2020, being US$1:CDN$1.3233.

 

20


   

any Amended CFA Loans issued pursuant to the Transaction will be on substantially similar terms as the existing CFA Loans, subject to the following: (i) the CFA Guarantor will be the sole borrower under the Amended CFA Loans; (ii) Sherritt will have no obligations in respect of the Amended CFA Loans and there will be no recourse whatsoever against Sherritt in respect of the Amended CFA Loans; and (iii) the CFA Lender will have the right under its Amended CFA Loan, for up to 12 months following implementation of the Transaction, to direct the CFA Guarantor to transfer such CFA Lender’s pro rata share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt as directed by such CFA Lender in consideration for the full and final settlement of the CFA Lender’s Amended CFA Loan at such time;

 

   

the Applicants will amalgamate; and

 

   

the Released Claims will be released pursuant to the Plan.

Subject to the receipt of the requisite approvals of the Plan and the satisfaction or waiver of all applicable conditions of the Transaction under the Plan, Sherritt expects to implement the Transaction by the end of April 2020.

The Transaction does not affect any other obligations of the Corporation or involve the outstanding Common Shares of the Corporation, and Sherritt will continue to satisfy its obligations to employees, suppliers, customers and governmental authorities in the ordinary course of business.

See “Description of the Transaction and Certain Related Matters – Plan of Arrangement”.

Treatment of Noteholders

On the Effective Date, in accordance with the terms of the Plan:

 

  (i)

each Noteholder that is an Early Consenting Noteholder shall receive:

 

  a.

New Second Lien Notes in a principal amount equal to (1) the principal amount of Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (2) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date; and

 

  b.

its Noteholder Early Consent Cash Consideration;

 

  (ii)

each Noteholder that is not an Early Consenting Noteholder shall receive New Second Lien Notes in a principal amount equal to (1) the principal amount of Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (2) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date,

in each case, all of which shall, and shall be deemed to, be received in exchange for each such Noteholder’s Existing Notes and in full and final settlement of its Existing Noteholder Claims.

On the Effective Date, the Existing Noteholder Claims shall, and shall be deemed to, have been irrevocably and finally extinguished; each Noteholder shall have no further right, title or interest in or to its Existing Notes or Existing Noteholder Claims; and the Existing Notes, the Existing Notes Indenture and any and all other Existing Note Documents shall be, and shall be deemed to be, cancelled and terminated, all pursuant to the Plan.

See “Description of the Transaction and Certain Related Matters – Plan of Arrangement—Treatment of Noteholders”.

Treatment of CFA Lenders

 

21


On the Effective Date, in accordance with the terms of the Plan, each Ambatovy Interests Electing CFA Lender shall receive its CFA Lender Pro Rata Share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt, all of which shall, and shall be deemed to, be received in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims. Each such CFA Lender’s CFA Loan(s) and CFA Lender Claims shall and shall be deemed to, have been irrevocably and finally extinguished, and such CFA Lender shall have no further right, title or interest in or to its CFA Loan(s) or CFA Lender Claims. The CFA Loan Agreement(s) and any and all other CFA Loan Documents (or parts thereof) relating to such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, cancelled and terminated, and any and all security interests granted by Sherritt and/or the CFA Guarantor in respect of such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, released, discharged and extinguished.

On the Effective Date, in accordance with the terms of the Plan, each Amended CFA Loan Electing CFA Lender shall receive an Amended CFA Loan in a principal amount equal to the principal amount of its CFA Loan outstanding as at the Effective Date plus all accrued interest in respect thereof that has not been paid or capitalized as principal up to but excluding the Effective Date in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims. Each such CFA Lender’s CFA Loan(s) and CFA Lender Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, and such CFA Lender shall have no further right, title or interest in or to its CFA Loan(s) or CFA Lender Claims. The CFA Loan Agreement(s) and all other CFA Loan Documents relating to such CFA Lender’s CFA Loan(s) shall be deemed to be amended pursuant to the Plan in order to reflect the CFA Loan Amended Terms and shall govern the Amended CFA Loans. Any and all security interests granted by Sherritt in respect of such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, released, discharged and extinguished, and any and all security interests granted by the CFA Guarantor in respect of such CFA Lender’s CFA Loan(s) shall be deemed to have been granted in respect of such CFA Lender’s Amended CFA Loan(s).

In the event all CFA Lenders make an Ambatovy Interests Exchange Election, or Amended CFA Loan Electing CFA Lenders subsequently exercise the option to direct the transfer by the CFA Guarantor of such CFA Lender’s CFA Lender Pro Rata Share of the Ambatovy Interests pursuant to the Amended CFA Loans, Sherritt will no longer have any ownership interest in the Ambatovy Joint Venture in such circumstances.

See “Description of the Transaction and Certain Related Matters – Plan of Arrangement—Treatment of CFA Lenders”.

Alternative CFA Lender Transaction

The Corporation reserves the right, on or prior to the Effective Date, to implement (a) the exchange of the CFA Loans (i) for the Ambatovy Shares and the Ambatovy Debt or (ii) Amended CFA Loans on a contractual basis with the CFA Lenders outside of the Plan, or (b) such other transaction in respect of the CFA Loans that may be acceptable to the Applicants, the CFA Guarantor and the CFA Lenders and that is not materially inconsistent with the effect of the exchange of the CFA Loans for (i) the Ambatovy Shares and the Ambatovy Debt or (ii) Amended CFA Loans, either pursuant to the Plan or on a contractual basis with the CFA Lenders outside of the Plan.

The Applicants shall be entitled to make such amendments to the Plan as are necessary or desirable to reflect the implementation of an Alternative CFA Lender Transaction at the discretion of the Applicants.

See “Description of the Transaction and Certain Related Matters – Plan of Arrangement—Alternative CFA Lender Transaction”.

Certain United States Securities Laws Matters

The issuance and distribution of New Second Lien Notes and the related New Notes Guarantees under the Plan have not been registered under the U.S. Securities Act. The New Second Lien Notes and related New Notes Guarantees are being issued and distributed in reliance on the exemption from registration set forth in Section 3(a)(10) of the U.S. Securities Act (and similar exemptions under applicable state securities laws) on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected. Section 3(a)(10) of the U.S. Securities Act exempts from the general requirement of registration under the U.S. Securities Act securities issued in exchange for one or more bona fide outstanding securities, claims or property

 

22


interests, or partly in such exchange and partly for cash, where the terms and conditions of the issuance and exchange are approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear and receive timely notice thereof. The Court will conduct a hearing to determine the fairness of the terms and conditions of the Arrangement, including the proposed issuance of New Second Lien Notes and related New Notes Guarantees in exchange for the Existing Notes and related Existing Notes Guarantees. The Court entered the Interim Order on February 26, 2020 and, subject to, among other things, approval of the Arrangement by the Debtholders, a hearing on the fairness of the Plan will be held by the Court at 11:00 a.m. (Toronto time) on April 16, 2020, or such other time and/or date as may be approved by the Court.

New Second Lien Notes and related New Notes Guarantees issuable to any persons within the United States may be resold without restriction under the U.S. Securities Act, except in respect of resales by persons who are “affiliates” of the Corporation at the time of such resale or who have been affiliates of the Corporation within 90 days before the Effective Date. Persons who may be deemed to be “affiliates” (within the meaning of U.S. Securities Laws) of Sherritt generally would include individuals or entities that control, are controlled by, or are under common control with, Sherritt, whether through the ownership of voting securities, by contract or otherwise, and would include executive officers and directors of Sherritt and may include principal shareholders that would be deemed to “control” (within the meaning of U.S. Securities Laws) Sherritt. Any resale of such New Second Lien Notes and related New Notes Guarantees by such an affiliate (or, if applicable, former affiliate) would be subject to the registration requirements of the U.S. Securities Act and applicable state securities laws, absent an available exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may resell such New Second Lien Notes and related New Notes Guarantees outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. Such New Second Lien Notes and related New Notes Guarantees may also be resold in transactions completed in accordance with Rule 144 or another private resale exemption under the U.S. Securities Act, if available.

See “Securities Law Matters – Certain United States Securities Law Matters” and “Notice to Debtholders in the United States”.

Releases

The Plan includes releases in connection with the implementation of the Transaction in favour of the Released Parties.

At the applicable time, as set out under the heading “Arrangement Steps”, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Existing Notes, the Existing Note Documents, the CFA Loans, the CFA Loan Documents, any and all Ambatovy Shares and Ambatovy Debt transferred pursuant to the Plan, the Arrangement, the Arrangement Agreement, the Plan, the CBCA Proceedings and any other proceedings commenced with respect to or in connection with the Plan, the transactions contemplated hereunder, and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge (a) any of the Released Parties from or in respect of their respective obligations under the Plan or any Order or document ancillary thereto (including, for greater certainty, to the extent applicable, any of the CFA Guarantor’s obligations under any Amended CFA Loan(s) issued pursuant to the Plan to any Amended CFA Loan Electing CFA Lender(s)), or (b) any Released Party from liabilities or claims attributable to such Released Party’s fraud, gross negligence or wilful misconduct, as determined by the final, non-appealable judgment of a court of competent jurisdiction.

See “Description of the Transaction and Certain Related Matters – Plan of Arrangement—Releases”.

Waiver of Defaults

The Plan includes certain permanent waivers of any and all default provisions that may be triggered by the commencement of the CBCA Proceedings, the steps or transactions related to the CBCA Proceedings or the implementation of the Transaction.

 

23


See “Description of the Transaction and Certain Related Matters – Plan of Arrangement – Waiver of Defaults”.

Background to and Reasons for the Transaction

As ongoing volatility in commodity pricing and increasing economic and geopolitical uncertainty continue to impact the Sherritt Entities, the Corporation has continued to focus on preserving liquidity and building balance sheet strength. The Corporation, overseen by the Board and with the assistance of financial and legal advisors, has undergone a detailed and proactive process to review potential strategic alternatives and transactions that may be available to the Corporation, with a view to improving Sherritt’s capital structure, addressing the Corporation’s significant debt levels and liquidity challenges, and strengthening Sherritt’s overall financial position for the benefit of the Corporation and its stakeholders.

Sherritt believes that a substantial reduction in its overall debt obligations and cash interest expenses is required at this time to provide a comprehensive solution that will right size Sherritt’s capital structure, improve the Corporation’s liquidity position and allow the Corporation to focus on continuing to improve operations and opportunities for the benefit of all stakeholders.

Based on its detailed review of potential available alternatives and circumstances affecting the Corporation and its business, Sherritt determined that the Transaction is in the best interests of the Corporation and its stakeholders at this time and treats all affected stakeholders, regardless of maturity or interest rate, in a fair and balanced way considering all current circumstances.

The Transaction will significantly reduce Sherritt’s existing debt obligations, which Sherritt believes will result in a more appropriate and sustainable capital structure that the Sherritt Business can support in the context of volatile commodity prices and the global economic and geopolitical challenges that impact the Sherritt Business. Sherritt believes that significantly reducing the Corporation’s debt obligations at this time will benefit Sherritt and its stakeholders by, among other things, bringing greater stability to the Sherritt Business and aligning the capital structure of the Corporation with the current nature of the Sherritt Business. The Corporation believes that completing the Transaction at this time will result in a comprehensive long-term solution to the Corporation’s currently over-leveraged position and will provide the Corporation with additional time to increase the value of the Sherritt Business in an improved commodity price and operating environment for the benefit of all stakeholders.

Should the Transaction not be implemented pursuant to the Plan for any reason, the Corporation will continue to review its available strategic alternatives and other potential transactions, including the use of the available $230 million secured debt basket under its Existing Notes Indenture to exchange one series, a combination of series or a portion of all series of its Existing Notes.

See “Background to and Reasons for the TransactionBackground to Transaction”.

Paradigm Capital Opinions

Paradigm Capital was retained as the independent financial advisor to the Corporation and the Board in connection with the Transaction.

Paradigm Capital was asked to provide to the Board: (a) a CBCA opinion in the form described in paragraph 4.04 of Industry Canada’s Policy Statement 15-1 – Policy Concerning Arrangements under Section 192 of the CBCA dated as of January 4, 2010, and (b) a fairness opinion in respect of the Transaction.

In the Paradigm Capital Opinions, Paradigm Capital concludes that, as of the date of the Paradigm Capital Opinions: (i) the Noteholders and the CFA Lenders, respectively, would be in a better position, from a financial point of view, under the Transaction than if the Corporation were liquidated; and (ii) the Transaction is fair, from a financial point of view, to the Corporation.

The full text of the Paradigm Capital Opinions which set out, among other things, the assumptions made, information reviewed and matters considered by Paradigm Capital in rendering the Paradigm Capital Opinions, as well as the limitations and qualifications the opinions are subject to, is attached as Appendix G to this Circular.

 

24


Debtholders are urged to read the Paradigm Capital Opinions in their entirety. The summaries of the Paradigm Capital Opinions in this Circular are qualified in their entirety by reference to the full text of such opinions. The Paradigm Capital Opinions do not constitute a recommendation to any Debtholder as to how such Debtholder should vote with respect to the Debtholder Arrangement Resolution.

See “Background to and Reasons for the Transaction – Paradigm Capital Opinions”.

Recommendation of the Board

The Board, after careful consideration of a number of factors and potential strategic alternatives, including the foregoing “Reasons for Transaction” and the Paradigm Capital Opinions, and upon consultation with and advice from the Corporation’s financial advisor and outside counsel, determined unanimously, that the Transaction is in the best interests of the Corporation and its stakeholders and the Board has unanimously determined to recommend to the Debtholders that they VOTE FOR the Debtholders’ Arrangement Resolution at the Debtholders’ Meeting and to Shareholders that they VOTE FOR the Stated Capital Reduction Resolution at the Shareholders’ Meeting. In making its determination and recommendation, the Board relied upon legal, financial and other advice and information received during the course of its deliberations.

See “Recommendation of the Board”.

Certain Canadian Federal Income Tax Considerations

For a summary of the principal Canadian federal income tax consequences of the Transaction, please refer to “Certain Canadian Federal Income Tax Considerations”. Debtholders should consult their own tax advisors regarding relevant federal, provincial or territorial tax considerations of the Transaction.

Non-Canadian Income Tax Considerations

This Circular does not address any tax considerations of the Transaction other than certain Canadian federal income tax considerations. Debtholders who are resident in or subject to the tax laws of jurisdictions other than Canada should consult their tax advisors with respect to the relevant tax implications of the Transaction.

Risk Factors

Securityholders should carefully consider the risk factors concerning the Corporation, the Transaction, non-implementation of the Transaction, as well as tax risks, described under “Risk Factors”.

 

25


INFORMATION CONCERNING THE MEETINGS

General

This Circular is furnished in connection with the solicitation of proxies by and on behalf of Management and the Board. No person has been authorized to give any information or to make any representations in connection with the Transaction other than those contained in this Circular and, if given or made, any such other information or representation should be considered as not having been authorized.

Pursuant to the Interim Order, Sherritt has called the Debtholders’ Meeting to consider and, if deemed advisable, to pass, the Debtholders’ Arrangement Resolution, and has called the Shareholders’ Meeting to consider and, if deemed advisable, to pass, the Stated Capital Reduction Resolution.

Meetings

The Meetings will be held at the following places, dates and times:

 

Meeting

  

Location

  

Time & Date

  

Matters to be Considered
as set forth in

Debtholders’ Meeting

   Offices of Goodmans LLP at Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7    10:00 a.m. (Toronto time) on April 9, 2020   

Debtholders’ Notice

Shareholders’ Meeting

   10:30 a.m. (Toronto time) on April 9, 2020   

Shareholders’ Notice

SOLICITATION OF PROXIES

Management and the Board are soliciting proxies for use at the Meetings. Proxies will be solicited by mail and may also be solicited personally or by telephone, e-mail or other electronic means by the Proxy, Information and Exchange Agent, and by the directors, officers and/or employees of Sherritt. Directors and officers of Sherritt involved in the solicitation of proxies will not be specifically remunerated therefor.

Sherritt has retained Kingsdale Advisors as the Proxy, Information and Exchange Agent to solicit proxies from Voting Parties and provide other related services in connection with the implementation of the Transaction, and has agreed to pay a management fee, information and exchange agent fee of $110,000 and a proxy solicitation and information agent fee of $40,000, plus certain additional fees for other services provided. A Voting Party with any questions with regard to the procedures for voting or making elections, or completing a proxy form, a voting instruction form or other form provided in connection with the Meetings should contact the Proxy, Information and Exchange Agent, toll-free in North America at 1-800-749-9197 or collect call outside North America at 416-867-2272, or by email at contactus@kingsdaleadvisors.com. Sherritt has requested Intermediaries who hold Common Shares or Existing Notes in their names to furnish this Circular and accompanying materials to the beneficial holders of the Common Shares and Existing Notes and to request authority to deliver a proxy or voting form to such beneficial holders. The Corporation will reimburse the Intermediaries for the reasonable costs incurred in obtaining authorization to execute forms of proxy from their principals or beneficial owners.

APPOINTMENT OF PROXIES

Sherritt has designated the individuals named on the form of proxy, Shareholder voting instruction form, Noteholder VIEF or CFA Lender Voting and Election Form included in your Debtholder Meeting Package or Shareholder Meeting Package, as applicable, as persons whom Voting Parties may appoint as their proxyholders. The individuals named in the proxy, voting information and/or election forms are directors and/or officers of the Corporation. If a Voting Party wishes to appoint an individual not named on the relevant proxy, voting information and/or election form to represent such Voting Party at a Meeting that the Voting Party is entitled to attend, such Voting Party may do so by crossing out the names on such form and inserting the name of that other individual in the blank space provided. A proxyholder need not be a Voting

 

26


Party. If the Voting Party is a corporation, its proxy must be executed by a duly authorized officer or properly appointed attorney.

CFA Lenders and Noteholders who wish to be In-Person Holders should contact the Proxy, Information and Exchange Agent for further information in connection with voting in person at the Debtholders’ Meeting.

NOTEHOLDER PROXIES

All Noteholders are requested to vote in accordance with the instructions provided on the Noteholder VIEF using the applicable method, as set forth therein and described below. In order to cast a vote at the Debtholders’ Meeting, beneficial holders of the Existing Notes must submit to their respective Intermediaries at or prior to the Voting Deadline, or such earlier deadline as an Intermediary may advise the applicable beneficial holder, their duly completed Noteholder VIEF (or such other documentation as the Intermediary may customarily request for purposes of obtaining voting and election instructions) in accordance with the instructions set forth in the Noteholder VIEF and any instructions provided by your Intermediary or the Proxy, Information and Exchange Agent, as applicable.

CFA LENDER PROXIES

All CFA Lenders are requested to vote in accordance with the instructions provided on the CFA Lender Voting and Election Form, as set forth therein and described below. In order to cast a vote at the Debtholders’ Meeting, each CFA Lender must submit to the Proxy, Information and Exchange Agent, at or prior to the Voting Deadline, its duly completed CFA Lender Voting and Election Form.

SHAREHOLDER PROXIES

All Shareholders are requested to vote in accordance with the instructions provided on the appropriate proxy or Shareholder voting instruction form, using one of the available methods described therein. In order to be effective, proxies or Shareholder voting instruction forms must be received by the Transfer Agent prior to the Voting Deadline.

Registered Shareholders can submit their proxy:

 

   

By mail: AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1

 

   

By fax: 1-866-781-3111 (toll free) or 416-368-2502 (within the 416 area code)

 

   

By email: proxyvote@astfinancial.com

 

   

By telephone: Using a touch-tone telephone, call toll free 1-888-489-7352 (Bilingual)

 

   

By Internet: www.astvotemyproxy.com

If you receive more than one proxy form because you own Common Shares registered in different names or addresses, then each proxy form should be completed and returned. The deadline for the deposit of proxies may be waived by the chairman of the Shareholders’ Meeting at his or her sole discretion without notice.

The Broadridge QuickVote service will also be made available to assist Non-Registered Holders of Common Shares vote their Common Shares over the phone. Non-Registered Holders of Common Shares may be contacted by Kingsdale to help them with this service. The Transfer Agent will tabulate the results of all the voting instructions received and will provide the appropriate instructions for those Common Shares at the Shareholders’ Meeting.

ENTITLEMENT TO VOTE AND ATTEND

Pursuant to the Interim Order, those persons who are Debtholders on the Record Date are entitled to attend and vote at the Debtholders’ Meeting. All Debtholders will vote as one class. Each Debtholder will have one vote for each $1,000 of principal amount of Existing Notes and/or CFA Loans held by the applicable Debtholder as at the Record Date in respect of the Debtholders’ Arrangement Resolution and any other matters to be considered at the Debtholders’ Meeting. For the purposes of determining the principal amount of CFA Loans that a CFA Lender is entitled to vote at the Debtholders’ Meeting, the CFA Loans shall be converted to Canadian Dollars based on the

 

27


Bank of Canada daily U.S. Dollar to Canadian Dollar exchange rate in effect on the Record Date, being US$1:$1.3241.

Beneficial Noteholders shall be deemed to transfer their rights to vote on the Debtholders’ Arrangement Resolution and attend the Debtholders’ Meeting associated with their Existing Notes upon the transfer of their beneficial ownership of such Existing Notes to any transferee of such Existing Notes on or prior to the Voting Deadline, or such earlier date as its Intermediary may advise.

Pursuant to the Interim Order, Registered Shareholders as of the Record Date are entitled to attend and vote at the Shareholders’ Meeting. Shareholders will be entitled to one vote for each Common Share held as at the Record Date.

REVOCATION OF PROXIES

Noteholders shall be entitled to revoke their Noteholder VIEF as follows:

 

  (a)

if revoking a Noteholder VIEF instructing a vote in favour of the Debtholders’ Arrangement Resolution which was submitted prior to the Early Consent Deadline, then a revocation will be deemed to be made upon such beneficial Noteholder providing amended instructions to such beneficial Noteholder’s Intermediary at any time prior to the Early Consent Date, provided such Intermediary has then delivered such amended instructions to CDS in accordance with the process described in the Interim Order prior to the Early Consent Deadline. For greater certainty, if a Noteholder’s vote in favour of the Debtholders’ Arrangement Resolution is submitted on or prior to the Early Consent Date, such Noteholder may not subsequently revoke such vote after the Early Consent Deadline, has passed; and

 

  (b)

if revoking any other Noteholder VIEF, a revocation will be deemed to be made upon (i) in respect of a change in vote by a beneficial Noteholder, such beneficial Noteholder providing new instructions to its Intermediary at any time up to the Voting Deadline, which the Intermediary must then deliver to CDS in accordance with the process described in the Interim Order prior to the Voting Deadline (or as soon as reasonably practicable thereafter); (ii) in respect of a withdrawal of a vote (meaning a switch to no vote made and no action taken) by a beneficial Noteholder, the Intermediary of such beneficial Noteholder providing a written statement indicating that such beneficial Noteholder wishes to have its voting instructions revoked, which written statement must be received by the Proxy, Information and Exchange Agent at any time up to the commencement of the applicable Meeting and which withdrawal shall be forwarded to the Applicants upon receipt; and (iii) in any other manner permitted by the Applicants, acting reasonably.

CFA Lenders shall be entitled to revoke their CFA Lender Voting and Election Form and a revocation of the vote will be deemed to be made upon (a) in respect of a change in vote by a CFA Lender, such CFA Lender providing new instructions to the Proxy, Information and Exchange Agent at any time up to the Voting Deadline (or as soon as reasonably practicable thereafter), (b) in respect of a withdrawal of a vote (meaning a switch to no vote made and no action taken) by a CFA Lender, such CFA Lender providing a written statement indicating that it wishes to have its CFA Lender Voting and Election Form revoked, which written statement must be received by the Proxy, Information and Exchange Agent at any time up to the commencement of the Debtholders’ Meeting and which withdrawal shall be forwarded to the Applicants upon receipt, and (c) in any other manner permitted by the Applicants, acting reasonably.

Registered Shareholders shall be entitled to revoke their proxies (a) in accordance with subsection 148(4) of the CBCA, or (b) in any other manner permitted by law.

VOTING OF PROXIES

The Common Shares and Debt represented by any valid proxy, Shareholder voting instruction form, Noteholder VIEF or CFA Lender Voting and Election Form, as applicable, will be voted for, or against, as the case may be, in

 

28


accordance with the specific instructions made by the Shareholder or Debtholder on any ballot that may be called for with respect to the applicable resolutions. In the absence of any such specific instructions, such Common Shares and Debt will be voted by the designated persons named by Management in the accompanying form of proxy or voting instruction form:

 

  1.

FOR the approval of the Debtholders’ Arrangement Resolution; and

 

  2.

FOR the approval of the Stated Capital Reduction Resolution.

The proxy, voting information and/or election forms confer discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in each of the Notices of Meetings and with respect to such other business or matters which may properly come before the Meetings or the reconvening of any adjournment(s) or postponement(s) thereof. As of the date of this Circular, the Corporation is not aware of any such amendments or variations or any other matters to be addressed at any of the Meetings.

NON-REGISTERED HOLDERS OF COMMON SHARES AND EXISTING NOTES

Non-Registered Holders of Common Shares and Existing Notes are registered either:

 

  (a)

in the name of an Intermediary that the Non-Registered Holder deals with in respect of the Common Shares or Existing Notes, as applicable (Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or

 

  (b)

in the name of a depository such as CDS.

In accordance with Canadian Securities Laws and the Interim Order, Sherritt has caused to be distributed copies of the Debtholder Meeting Packages and the Shareholder Meeting Package to CDS and Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward these packages to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them.

These securityholder materials are being sent to both registered holders of Existing Notes and Common Shares, as well as Non-Registered Holders and the CFA Lenders. If you are a Non-Registered Holder and Sherritt or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Intermediaries will typically use a service company to forward the Noteholders’ Debtholder Meeting Packages and the Shareholder Meeting Packages.

The majority of Intermediaries now delegate responsibility for obtaining shareholder instructions from clients to Broadridge. Broadridge typically mails a voting instruction form in lieu of the form of proxy. Non-Registered Holders of Common Shares are requested to vote in accordance with the instructions set forth in the voting instruction form. Broadridge will provide aggregate Shareholder voting instructions to the applicable Transfer Agent, which will tabulate the results for the Shareholders’ Meeting and provide appropriate instructions respecting the voting of Common Shares to be represented at the Shareholders’ Meeting or the reconvening of any adjournment(s) or postponement(s) thereof.

Intermediaries will provide aggregate voting instructions for beneficial Noteholders to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) as soon as practicable following receipt of such beneficial Noteholders’ voting instructions. The Proxy, Information and Exchange Agent will tabulate the results for the Debtholders’ Meeting and provide appropriate instructions respecting the voting of beneficial Noteholders to be represented at the Debtholders’ Meeting or the reconvening of any adjournment(s) or postponement(s) thereof.

 

29


Applicable securities regulatory policy requires Intermediaries, on receipt of materials that seek voting instructions from Non-Registered Holders indirectly, to seek voting instructions from Non-Registered Holders in advance of meetings of securityholders on Form 54-101F7Request for Voting Instructions Made by Intermediary (“Form 54-101F7”). Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares or Existing Notes, as applicable, are voted at the applicable Meeting or the reconvening of any adjournment(s) or postponement(s) thereof. Often, the form of proxy supplied to a Non-Registered Holder of Common Shares by its broker is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Non-Registered Holder of Common Shares.

In order for a Noteholder to be eligible to receive the Noteholder Early Consent Cash Consideration, a Noteholder must: (a) submit a vote in favour of the Debtholders’ Arrangement Resolution on or prior to the Early Consent Deadline, as such deadline may be extended by the Applicants, and (b) not have withdrawn or changed such instructions. A beneficial Noteholder that wishes to receive its applicable Noteholder Early Consent Cash Consideration must provide its voting instructions to its Intermediary in accordance with the instructions provided by such beneficial Noteholder’s Intermediary (or its agent) and must also instruct its Intermediary to vote in favour of the Debtholders’ Arrangement Resolution prior to the Early Consent Deadline.

In-Person Holders who are Non-Registered Holders should be appointed as their own representatives for such Meeting in accordance with the directions of their Intermediaries and Form 54-101F7, the Shareholder voting information form and/or the Noteholder VIEF, as applicable. In-Person Holders can also write the name of someone else whom they wish to vote on their behalf at the applicable Meeting. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7, the Shareholder voting information form and/or the Noteholder VIEF, as applicable, will have full authority to vote on all matters that are presented at such Meeting, even if those matters are not set out in Form 54-101F7, the Shareholder voting information form and/or the Noteholder VIEF, as applicable, or this Circular. By choosing to vote at a Meeting in person or appointing a proxyholder to attend in its place, an In-Person Holder’s voting instructions will not be executed or tabulated until the applicable Meeting. Accordingly, the voting instructions of In-Person Holders who are Noteholders will not have been properly delivered prior to the Early Consent Deadline and such Noteholders will NOT be eligible to receive Noteholder Early Consent Cash Consideration. If you are a Noteholder and your intention is to support the Debtholders’ Arrangement Resolution and to qualify for receipt of Noteholder Early Consent Cash Consideration, please provide your voting instructions well in advance of the Early Consent Deadline to your Intermediary. Debtholders or Shareholders who require assistance should contact the Proxy, Information and Exchange Agent toll-free in North America at 1-800-749-9197 or collect call outside North America at 416-867-2272, or by email at contactus@kingsdaleadvisors.com to request the necessary documentation required.

QUORUM AND VOTING REQUIREMENTS

Debtholders Meeting

As at January 31, 2020, the approximate aggregate principal amounts of the Debt outstanding are as follows:

 

Debt

  

Outstanding Principal Amount

Existing Notes    $588 million
CFA Loans    $145 million(1)

 

(1)

Principal amount of CFA Loans is as at January 31, 2020, and has been calculated by converting from U.S. Dollar currency to Canadian Dollar currency using the Bank of Canada daily exchange rate as at January 31, 2020, being US$1:CDN$1.3233.

Subject to any further order of the Court, pursuant to the Interim Order:

 

  (a)

those persons who are Debtholders on the Record Date are entitled to attend and vote at the Debtholders’ Meeting;

 

30


  (b)

each Debtholder will have one vote for each $1,000 of principal amount of Existing Notes and/or CFA Loans held by the applicable Debtholder as at the Record Date in respect of the Debtholders’ Arrangement Resolution and any other matters to be considered at the Debtholders’ Meeting;

 

  (c)

beneficial Noteholders shall be deemed to transfer their rights to vote on the Debtholders’ Arrangement Resolution and attend the Debtholders’ Meeting associated with their Existing Notes upon the transfer of their beneficial ownership of such Existing Notes to any transferee of such Existing Notes on or prior to the Voting Deadline, or such earlier date as their Intermediary may advise;

 

  (d)

a quorum at the Debtholders’ Meeting is the presence, in person or by proxy, of two or more persons entitled to vote at such Debtholders’ Meeting; and

 

  (e)

in order to be passed, the Debtholders’ Arrangement Resolution must be approved by the affirmative vote of at least 6623% of the votes cast by Debtholders present in person or by proxy at the Debtholders’ Meeting and entitled to vote thereon.

All Debtholders will vote as one class pursuant to the Interim Order.

The form of the Debtholders’ Arrangement Resolution is set out at Appendix A to this Circular.

Shareholders’ Meeting

Subject to any further order of the Court, pursuant to the Interim Order:

 

  (a)

those persons who are Shareholders on the Record Date are entitled to attend and vote at the Shareholders’ Meeting;

 

  (b)

each Shareholder will have one vote for each Common Share as at the Record Date;

 

  (c)

a quorum for the Shareholders’ Meeting is the presence, in person or by proxy, of two or more persons entitled to vote at such Shareholders’ Meeting; and

 

  (d)

in order to be passed, the Stated Capital Reduction Resolution must be approved by the affirmative vote of at least 6623% of the votes cast by Shareholders present in person or by proxy at the Shareholders’ Meeting and entitled to vote thereon.

The form of the Stated Capital Reduction Resolution is set out at Appendix B to this Circular.

VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF

As at the Record Date, the Corporation’s issued and outstanding voting shares consist of 397,284,433 Common Shares. Holders of Common Shares are entitled to one vote for each Common Share held on the Record Date on all matters to be considered and acted upon at the Shareholders’ Meeting or any adjournments or postponements thereof. The Corporation is not aware of any person or entity who beneficially owns or exercises direction or control over, directly or indirectly, 10% or more of the Common Shares.

INTEREST OF MANAGEMENT AND OTHERS

Other than as disclosed elsewhere in this Circular, Management is not aware of any material interest, direct or indirect, of any director or officer of the Corporation, any person beneficially owning, directly or indirectly, more than 10% of the Corporation’s voting securities, or any associate or affiliate of such person in any transaction within the last financial year or in any proposed transaction or in connection with the Transaction which in either case has materially affected or will materially affect the Corporation or its subsidiaries. Certain directors and/or officers hold certain Common Shares, Existing Notes and/or director deferred share units in amounts that are not material.

 

31


QUESTIONS AND OTHER ASSISTANCE

If you are a Shareholder or Debtholder and you have any questions about the information contained in this Circular or require assistance in completing your proxy, voting information and/or election forms, please contact our Proxy, Information and Exchange Agent, Kingsdale Advisors, using the contact details listed on the back page of this Circular.

BUSINESS OF THE MEETINGS

Debtholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Debtholders’ Arrangement Resolution and such other matters as may be appropriate.

Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Stated Capital Reduction Resolution and such other matters as may be appropriate.

Sherritt reserves the right, in its sole discretion, to withdraw the Debtholders’ Arrangement Resolution and/or the Stated Capital Reduction Resolution from being put before the Debtholders’ Meeting or the Shareholders’ Meeting, as applicable.

IMPACT OF THE TRANSACTION

The following table shows the effect of the Transaction on Sherritt’s consolidated capital structure as at December 31, 2019, assuming the Transaction had been completed on the Effective Date of April 30, 2020.

 

     December 31, 2019     Pro Forma
After
Transaction(1)
 
     ($ in millions)(2)  

Revolving Bank Facility(3)

     8       8  

Existing Notes

     588       —    

New Second Lien Notes

     —         319  

CFA Loans

     145 (4)         (5) 

Total

     741       327  
  

 

 

   

 

 

 

Notes:

 

(1)

Only those items forming part of Sherritt’s consolidated capital structure that are subject to a material change as a result of the Transaction are included in the above consolidated capitalization table. The Revolving Bank Facility has been included for ease of reference, but will not be impacted by the Transaction.

(2)

The amounts reflected in the table above have been rounded.

(3)

This amount does not take into account transaction costs or other adjustments, or the Corporation’s outstanding letters of credit.

(4)

Principal amount of CFA Loans is as at January 31, 2020, and has been calculated by converting from U.S. Dollar currency to Canadian Dollar currency using the Bank of Canada daily exchange rate as at January 31, 2020, being US$1:CDN$1.3233. The principal amount of CFA Loans as at December 31, 2019 was approximately $143 million, calculated by converting from U.S. Dollar currency to Canadian Dollar currency using the Bank of Canada daily exchange rate as at December 31, 2019, being US$1:CDN$1.2988.

(5)

The above table reflects Sherritt’s obligations on a standalone basis. To the extent that CFA Lenders elect, or are deemed pursuant to the Plan to elect, to exchange their CFA Loans for Amended CFA Loans, such Amended CFA Loans shall be obligations solely of the CFA Guarantor. Sherritt shall have no obligations in respect of any Amended CFA Loans and there shall be no recourse as against Sherritt. Notwithstanding the foregoing, Sherritt will continue to recognize the consolidated impact of any Amended CFA Loans in its consolidated financial statements.

 

32


DESCRIPTION OF THE TRANSACTION AND CERTAIN RELATED MATTERS

The following contains a summary of certain of the terms of the Plan. This summary does not purport to be a complete summary of all of the terms of the Plan. For a complete description of the terms of the Plan reference should be made to the document directly, a copy of which is appended to this Circular as Appendix C.

Stated Capital Reduction

Subject to Shareholder approval, it is anticipated that Sherritt will reduce the stated capital account of its Common Shares to $575 million, without any payment thereon (the “Stated Capital Reduction”). The Stated Capital Reduction is a preliminary step to the implementation of the Transaction under the CBCA Proceedings. It will not impact the Corporation’s current number of Common Shares issued and outstanding. The Board believes that it is in the best interests of Sherritt to complete the Stated Capital Reduction in connection with implementing the Arrangement.

At the Shareholders’ Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Stated Capital Reduction Resolution, the full text of which is set out in Appendix B. In order to become effective, the Stated Capital Reduction must be approved by the affirmative vote of at least 6623% of the votes cast by Shareholders present in person or by proxy at the Shareholders’ Meeting and entitled to vote thereon.

Plan of Arrangement

The Transaction will be implemented pursuant to the Plan of the Applicants pursuant to Section 192 of the CBCA, subject to, among other conditions, approval of the Plan by the Court pursuant to the Final Order.

The Plan contemplates a series of steps and transactions as part of the implementation of the Transaction. These steps and transactions include, among other things, the following key elements:

 

   

the Corporation’s Existing Notes, in the aggregate principal amount of approximately $588 million, will, together with all accrued and unpaid interest thereon, be exchanged on the Effective Date, as follows:

 

   

each Early Consenting Noteholder will receive, as consideration in exchange for its Existing Notes:

 

   

New Second Lien Notes in an aggregate principal amount equal to (i) 50% of the principal amount of Existing Notes held by such Early Consenting Noteholder on the Effective Date, plus (ii) the amount of accrued and unpaid interest owing to such Early Consenting Noteholder in respect of its Existing Notes up to but not including the Effective Date; and

 

   

the Noteholder Early Consent Cash Consideration;

 

   

each Noteholder that is not an Early Consenting Noteholder will receive as consideration in exchange for its Existing Notes, New Second Lien Notes in an aggregate principal amount equal to (i) 50% of the principal amount of Existing Notes held by such Noteholder on the Effective Date, plus (ii) the amount of accrued and unpaid interest owing to such Noteholder in respect of its Existing Notes up to but not including the Effective Date;

 

   

the final aggregate principal amount of New Second Lien Notes to be issued pursuant to the Transaction will depend on the aggregate amount of interest accrued in respect of the Existing Notes up to the Effective Date. Based on an Effective Date of April 30, 2020, the aggregate principal amount of New Second Lien Notes to be issued would be approximately $319 million;

 

33


   

Sherritt’s obligations under the CFA Loans, including the aggregate principal amount of approximately $145 million,3 all accrued and unpaid interest, and any and all other related obligations in respect of the CFA Loans, will be assumed by the CFA Guarantor and exchanged, at the election of each CFA Lender for either (i) such CFA Lender’s pro rata share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt, or (ii) Amended CFA Loans in a principal amount equal to the amounts outstanding under such CFA Lender’s existing CFA Loan(s), which Amended CFA Loans will be obligations solely of the CFA Guarantor and have no recourse as against Sherritt. If a CFA Lender does not make an election in its CFA Lender Voting and Election Form, such CFA Lender shall be deemed to have made an Amended CFA Loan Election and to be an Amended CFA Loan Electing CFA Lender for purposes of the Plan;

 

   

any Amended CFA Loans issued pursuant to the Transaction will be on substantially similar terms as the existing CFA Loans, subject to the following: (i) the CFA Guarantor will be the sole borrower under the Amended CFA Loans; (ii) Sherritt will have no obligations in respect of the Amended CFA Loans and there will be no recourse whatsoever against Sherritt in respect of the Amended CFA Loans; and (iii) the CFA Lender will have the right under its Amended CFA Loan, for up to 12 months following implementation of the Transaction, to direct the CFA Guarantor to transfer such CFA Lender’s pro rata share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt as directed by such CFA Lender in consideration for the full and final settlement of the CFA Lender’s Amended CFA Loan at such time;

 

   

the Applicants will amalgamate; and

 

   

the Released Claims will be released pursuant to the Plan.

Subject to the receipt of the requisite approvals of the Plan and the satisfaction or waiver of all applicable conditions of the Transaction under the Plan, Sherritt expects to implement the Transaction by the end of April 2020.

The Transaction does not affect any other obligations of the Corporation or involve the outstanding Common Shares of the Corporation, and Sherritt will continue to satisfy its obligations to employees, suppliers, customers and governmental authorities in the ordinary course of business.

Treatment of Noteholders

On the Effective Date, in accordance with the terms of the Plan:

 

  (i)

each Noteholder that is an Early Consenting Noteholder shall receive:

 

  a.

New Second Lien Notes in a principal amount equal to (1) the principal amount of Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (2) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date; and

 

  b.

its Noteholder Early Consent Cash Consideration;

 

  (ii)

each Noteholder that is not an Early Consenting Noteholder shall receive New Second Lien Notes in a principal amount equal to (1) the principal amount of Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (2) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date,

in each case, all of which shall, and shall be deemed to, be received in exchange for each such Noteholder’s Existing Notes and in full and final settlement of its Existing Noteholder Claims.

 

 

3 

Principal amount of CFA Loans is as at January 31, 2020, and has been calculated by converting from U.S. Dollar currency to Canadian Dollar currency using the Bank of Canada daily exchange rate as at January 31, 2020, being US$1:CDN$1.3233.

 

34


On the Effective Date, the Existing Noteholder Claims shall, and shall be deemed to, have been irrevocably and finally extinguished; each Noteholder shall have no further right, title or interest in or to its Existing Notes or Existing Noteholder Claims; and the Existing Notes, the Existing Notes Indenture and any and all other Existing Note Documents shall be, and shall be deemed to be, cancelled and terminated, all pursuant to the Plan.

The reasonable and documented outstanding fees, expenses and disbursements of the Existing Indenture Trustee shall be paid by Amalgamated Sherritt pursuant to the Existing Notes Indenture.

All references to the principal amount of the Existing Notes or the Existing Noteholder Claims contained in the Plan shall refer to the principal amount of such Existing Notes or the Existing Noteholder Claims excluding any make-whole premiums, redemption premiums or other similar premiums.

In connection with the Transaction, the Corporation does not anticipate making further scheduled interest payments in respect of the Existing Notes, and all accrued and unpaid interest in respect of the Existing Notes shall be addressed as part of the exchange of the Existing Notes for the New Second Lien Notes and, where applicable, the Noteholder Early Consent Cash Consideration.

Treatment of CFA Lenders

On the Effective Date, in accordance with the terms of the Plan, each Ambatovy Interests Electing CFA Lender shall receive its CFA Lender Pro Rata Share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt, all of which shall, and shall be deemed to, be received in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims. Each such CFA Lender’s CFA Loan(s) and CFA Lender Claims shall and shall be deemed to, have been irrevocably and finally extinguished, and such CFA Lender shall have no further right, title or interest in or to its CFA Loan(s) or CFA Lender Claims. The CFA Loan Agreement(s) and any and all other CFA Loan Documents (or parts thereof) relating to such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, cancelled and terminated, and any and all security interests granted by Sherritt and/or the CFA Guarantor in respect of such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, released, discharged and extinguished.

On the Effective Date, in accordance with the terms of the Plan, each Amended CFA Loan Electing CFA Lender shall receive an Amended CFA Loan in a principal amount equal to the principal amount of its CFA Loan outstanding as at the Effective Date plus all accrued interest in respect thereof that has not been paid or capitalized as principal up to but excluding the Effective Date in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims. Each such CFA Lender’s CFA Loan(s) and CFA Lender Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, and such CFA Lender shall have no further right, title or interest in or to its CFA Loan(s) or CFA Lender Claims. The CFA Loan Agreement(s) and all other CFA Loan Documents relating to such CFA Lender’s CFA Loan(s) shall be deemed to be amended pursuant to the Plan in order to reflect the CFA Loan Amended Terms and shall govern the Amended CFA Loans. Any and all security interests granted by Sherritt in respect of such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, released, discharged and extinguished, and any and all security interests granted by the CFA Guarantor in respect of such CFA Lender’s CFA Loan(s) shall be deemed to have been granted in respect of such CFA Lender’s Amended CFA Loan(s).

All references to the principal amount of the CFA Loans or the CFA Lender Claims contained in the Plan shall refer to the principal amount of such CFA Loans or the CFA Lender Claims excluding any make-whole premiums, redemption premiums or other similar premiums.

In the event all CFA Lenders make an Ambatovy Interests Exchange Election, or Amended CFA Loan Electing CFA Lenders subsequently exercise the option to direct the transfer by the CFA Guarantor of such CFA Lender’s CFA Lender Pro Rata Share of the Ambatovy Interests pursuant to the Amended CFA Loans, Sherritt will no longer have any ownership interest in the Ambatovy Joint Venture in such circumstances.

Each CFA Lender’s CFA Lender Pro Rata Share of the AMSA Shares and the DMSA Shares, whether acquired pursuant to an Ambatovy Interests Exchange Election or pursuant to the terms of an Amended CFA Loan, will be subject to the terms and provisions of the Ambatovy Shareholders’ Agreement, a copy of which is available online under the Corporation’s profile on SEDAR at www.sedar.com.

 

35


Alternative CFA Lender Transaction

The Corporation reserves the right, on or prior to the Effective Date, to implement (a) the exchange of the CFA Loans (i) for the Ambatovy Shares and the Ambatovy Debt or (ii) Amended CFA Loans on a contractual basis with the CFA Lenders outside of the Plan, or (b) such other transaction in respect of the CFA Loans that may be acceptable to the Applicants, the CFA Guarantor and the CFA Lenders and that is not materially inconsistent with the effect of the exchange of the CFA Loans for (i) the Ambatovy Shares and the Ambatovy Debt or (ii) Amended CFA Loans, either pursuant to the Plan or on a contractual basis with the CFA Lenders outside of the Plan (in each case, an “Alternative CFA Lender Transaction”).

The Applicants shall be entitled to make such amendments to the Plan as are necessary or desirable to reflect the implementation of an Alternative CFA Lender Transaction at the discretion of the Applicants.

Fractional Interests

The New Second Lien Notes issued pursuant to the Plan shall be issued in minimum increments of $1,000, and the amount of New Second Lien Notes that each Noteholder shall be entitled to under the Plan shall in each case be rounded down to the nearest multiple of $1,000 without compensation therefor. For greater certainty, holders of Existing Notes in a principal amount of less than $2,000 are not entitled to receive New Second Lien Notes as a result of the Notes Exchange Ratio.

All payments made in cash pursuant to the Plan shall be made in minimum increments of $0.01, and the amount of any payments to which a Person may be entitled to under the Plan shall be rounded down to the nearest multiple of $0.01.

Releases

The Plan includes releases in connection with the implementation of the Transaction in favour of the Released Parties (the “Releases”).

At the applicable time, as set out under the heading “Arrangement Steps”, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Existing Notes, the Existing Note Documents, the CFA Loans, the CFA Loan Documents, any and all Ambatovy Shares and Ambatovy Debt transferred pursuant to the Plan, the Arrangement, the Arrangement Agreement, the Plan, the CBCA Proceedings and any other proceedings commenced with respect to or in connection with the Plan, the transactions contemplated hereunder, and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge (a) any of the Released Parties from or in respect of their respective obligations under the Plan or any Order or document ancillary thereto (including, for greater certainty, to the extent applicable, any of the CFA Guarantor’s obligations under any Amended CFA Loan(s) issued pursuant to the Plan to any Amended CFA Loan Electing CFA Lender(s)), or (b) any Released Party from liabilities or claims attributable to such Released Party’s fraud, gross negligence or wilful misconduct, as determined by the final, non-appealable judgment of a court of competent jurisdiction (collectively the “Released Claims”).

The Releases contemplated under the Plan shall not apply to the Revolving Bank Facility Lenders or the administrative agent under the Revolving Bank Facility Agreement, as agreed by the parties pursuant to the Consent Agreement.

Waiver of Defaults

From and after the Effective Time, all Persons named or referred to in, or subject to, the Plan shall be deemed to have consented and agreed to all of the provisions of the Plan in its entirety. Without limiting the foregoing, from and after the Effective Time, all Persons shall be deemed to have:

 

36


  (a)

waived any and all defaults or events of default, third-party change of control rights or any non-compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease, licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection with, the Debt, the Debt Documents, the Arrangement, the Arrangement Agreement, the Plan, the transactions contemplated hereunder, the CBCA Proceedings and any other proceedings commenced with respect to or in connection with the Plan and any and all amendments or supplements thereto. Any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Applicants or the other Sherritt Entities, as applicable, and their respective successors and assigns from performing their obligations under the Plan or any contract or agreement entered into pursuant to, in connection with, or contemplated by, the Plan; and

 

  (b)

agreed that if there is any conflict between the provisions of any agreement or other arrangement, written or oral, existing between such Person and any of the Applicants prior to the Effective Date and the provisions of the Plan, then the provisions of the Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly,

provided, however, that notwithstanding any other provision of the Plan, nothing herein shall affect the obligations of any of the Applicants to any employee thereof in their capacity as such, including any contract of employment between any Person and any of the Applicants.

The waivers contemplated under the Plan shall not apply to the Revolving Bank Facility Lenders or the administrative agent under the Revolving Bank Facility Agreement, as agreed by the parties pursuant to the Consent Agreement.

Procedures

Registered Noteholders and the Cancellation of Existing Notes

The Existing Notes are held by the Existing Indenture Trustee as custodian for CDS (or its nominee) (as registered holder of the Existing Notes on behalf of the Noteholders, subject to any Existing Notes which may be withdrawn from CDS and held in registered form by a Noteholder). On the Effective Date, CDS and each other Person who holds Existing Notes in registered form on the Effective Date shall surrender, or cause the surrender of, the certificate(s) representing the Existing Notes to the Existing Indenture Trustee for cancellation in exchange for the consideration payable to Noteholders pursuant to the Plan. For certainty, notwithstanding whether or not the foregoing is complied with, the Existing Notes shall be deemed to be cancelled pursuant to the Plan.

Eligibility for Noteholder Early Consent Cash Consideration

Early Consenting Noteholders who, by the Early Consent Deadline, pursuant to the terms of the Interim Order, submit a duly completed Noteholder VIEF with a vote in favour of the Debtholders’ Arrangement Resolution, shall, subject to compliance with the terms and procedures described herein, in the Interim Order and in the Plan, receive on the Effective Date the Noteholder Early Consent Cash Consideration, as partial consideration payable in exchange for their Existing Notes.

Early Consenting Noteholders who submit the Noteholder VIEF with a vote in favour of the Debtholders’ Arrangement Resolution prior to the Early Consent Deadline but do not indicate an election in respect of the Noteholder Early Consent Cash Consideration will not be entitled to receive any Noteholder Early Consent Cash Consideration. Noteholders who vote in favour of the Debtholders’ Arrangement Resolution after the Early Consent Deadline, who vote against the Debtholders’ Arrangement Resolution or do not vote at all, in each case, will not be entitled to receive any Noteholder Early Consent Cash Consideration. Noteholders are urged to carefully review the Noteholder VIEF to be distributed pursuant to the Interim Order, which may also be requested from the Proxy, Information and Exchange Agent.

 

37


Delivery of Noteholder Early Consent Cash Consideration

The payment by Amalgamated Sherritt on the Effective Date of Noteholder Early Consent Cash Consideration shall be effected through the delivery of cash in the aggregate amount of the Noteholder Early Consent Cash Consideration payable to the Early Consenting Noteholders by Amalgamated Sherritt to CDS for distribution to the Early Consenting Noteholders as of the Effective Date in accordance with CDS’s customary practices.

Delivery of New Second Lien Notes

The delivery of the New Second Lien Notes to be issued to the Noteholders pursuant to the Plan shall be made by way of issuance by Amalgamated Sherritt on the Effective Date of a global note issued in the name of CDS (or its nominee) in respect of the Noteholders. CDS and the applicable Intermediaries shall then make delivery of the New Second Lien Notes to the ultimate beneficial recipients thereof entitled to receive the New Second Lien Notes pursuant to the Plan pursuant to standing instructions and customary practices of CDS and such Intermediaries.

Delivery of Ambatovy Interests

For Ambatovy Interests Electing CFA Lenders, the delivery of the Ambatovy Shares and Ambatovy Debt pursuant to the Plan shall be made on or as soon as practicable after the Effective Date.

The transfer of the Ambatovy Shares contemplated under the Transaction may be subject to a stamp tax under applicable law in Madagascar. The amount of such tax has not been determined at this time.

Arrangement Agreement

The Arrangement Agreement attached as Appendix D to this Circular contains covenants by the Applicants to make an application to the Court to effect the Arrangement pursuant to the Plan, the form of which is attached as Appendix C to this Circular.

SECURITIES LAW MATTERS

Certain Canadian Securities Law Matters

The issuance of the New Second Lien Notes will be exempt from the prospectus and registration requirements under Canadian Securities Laws. As a consequence of these exemptions, certain protections, rights and remedies provided by Canadian Securities Laws, including statutory rights of recession or damages, will not be available in respect of the new securities to be issued under the Transaction.

The New Second Lien Notes will be freely transferable in Canada subject to normal Canadian Securities Law considerations.

Certain United States Securities Law Matters

The issuance and distribution of New Second Lien Notes and the related New Notes Guarantees under the Plan have not been registered under the U.S. Securities Act. The New Second Lien Notes and related New Notes Guarantees are being issued and distributed in reliance on the exemption from registration set forth in Section 3(a)(10) of the U.S. Securities Act (and similar exemptions under applicable state securities laws) on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected. Section 3(a)(10) of the U.S. Securities Act exempts from the general requirement of registration under the U.S. Securities Act securities issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and partly for cash, where the terms and conditions of the issuance and exchange are approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear and receive timely notice thereof. The Court will conduct a hearing to determine the fairness of the terms and conditions of the Arrangement, including the proposed issuance of New Second Lien Notes and related New Notes Guarantees in exchange for the

 

38


Existing Notes and related Existing Notes Guarantees. The Court entered the Interim Order on February 26, 2020 and, subject to, among other things, approval of the Arrangement by the Debtholders, a hearing on the fairness of the Plan will be held by the Court at 11:00 a.m. (Toronto time) on April 16, 2020, or such other time and/or date as may be approved by the Court.

All Debtholders are entitled to appear and be heard at the hearing for the Final Order on the terms set out in the Interim Order. The Final Order will constitute the basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Second Lien Notes and related New Notes Guarantees to be issued and distributed to the Noteholders pursuant to the Plan. Prior to the hearing on the Final Order, the Court will be informed that the parties intend to rely on the Final Order, when granted, as the basis for the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) of the U.S. Securities Act with respect to the issuance and distribution of New Second Lien Notes and related New Notes Guarantees under the Plan.

New Second Lien Notes and related New Notes Guarantees issuable to any persons within the United States may be resold without restriction under the U.S. Securities Act, except in respect of resales by persons who are “affiliates” of the Corporation at the time of such resale or who have been affiliates of the Corporation within 90 days before the Effective Date. Persons who may be deemed to be “affiliates” (within the meaning of U.S. Securities Laws) of Sherritt generally would include individuals or entities that control, are controlled by, or are under common control with, Sherritt, whether through the ownership of voting securities, by contract or otherwise, and would include executive officers and directors of Sherritt and may include principal shareholders that would be deemed to “control” (within the meaning of U.S. Securities Laws) Sherritt. Any resale of such New Second Lien Notes and related New Notes Guarantees by such an affiliate (or, if applicable, former affiliate) would be subject to the registration requirements of the U.S. Securities Act and applicable state securities laws, absent an available exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may resell such New Second Lien Notes and related New Notes Guarantees outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. Such New Second Lien Notes and related New Notes Guarantees may also be resold in transactions completed in accordance with Rule 144 or another private resale exemption under the U.S. Securities Act, if available. See also “Notice to Debtholders in the United States”.

The foregoing discussion is only a general overview of certain requirements of the U.S. Securities Laws applicable to the New Second Lien Notes and related New Notes Guarantees. All holders of such securities are urged to consult with counsel to ensure that the resale, exercise or other transfer of their securities complies with applicable securities laws.

ARRANGEMENT STEPS

Commencing at the Effective Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments (unless otherwise indicated) (or in such other manner or order or at such other time or times as the Applicants may agree, acting reasonably, pursuant to the Plan), without any further act or formality required on the part of any Person, except as may be expressly provided herein:

 

  (a)

Sherritt and Sherritt Amalco shall be, and shall be deemed to be, amalgamated and continued as one corporation (“Amalgamated Sherritt”) under the CBCA in accordance with the following:

 

  (i)

Name. The name of Amalgamated Sherritt shall be “Sherritt International Corporation”;

 

  (ii)

Registered Office. The registered office of Amalgamated Sherritt shall be located in the City of Toronto in the Province of Ontario. The address of the registered office of Amalgamated Sherritt shall be 22 Adelaide Street West, Suite 4220, Bay Adelaide Centre, East Tower, Toronto ON M5H 4E3, Canada;

 

  (iii)

Restrictions on Business. There shall be no restrictions on the business that Amalgamated Sherritt may carry on;

 

39


  (iv)

Articles. The articles of Sherritt, as in effect immediately prior to the Amalgamation, shall be deemed to be the articles of Amalgamated Sherritt;

 

  (v)

Directors. Amalgamated Sherritt shall have a minimum of 3 directors and a maximum of 15 directors, until changed in accordance with the CBCA. Until changed by shareholders of Amalgamated Sherritt, or by the directors of Amalgamated Sherritt in accordance with the CBCA, the directors of Sherritt, as in effect immediately prior to the Amalgamation, shall be deemed to be the directors of Amalgamated Sherritt;

 

  (vi)

Shares. All shares of Sherritt Amalco shall be cancelled without any repayment of capital in respect thereof; no shares will be issued by Amalgamated Sherritt in connection with the Amalgamation and all shares of Sherritt prior to the Amalgamation shall be unaffected and shall continue as shares of Amalgamated Sherritt;

 

  (vii)

Stated Capital. The stated capital account in respect of the common shares of Amalgamated Sherritt will be equal to the stated capital account in respect of the Common Shares immediately prior to the Amalgamation;

 

  (viii)

By-laws. The by-laws of Sherritt, as in effect immediately prior to the Amalgamation, shall be deemed to be the by-laws of Amalgamated Sherritt;

 

  (ix)

Effect of Amalgamation. The provisions of subsection 186(a) to (g) of the CBCA shall apply to the Amalgamation with the result that:

 

  (A)

the amalgamation of the amalgamating corporations and their continuance as one corporation becomes effective;

 

  (B)

the property of each amalgamating corporation continues to be the property of Amalgamated Sherritt;

 

  (C)

Amalgamated Sherritt continues to be liable for the obligations of each amalgamating corporation;

 

  (D)

an existing cause of action, claim or liability to prosecution is unaffected;

 

  (E)

a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against Amalgamated Sherritt;

 

  (F)

a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against Amalgamated Sherritt; and

 

  (G)

the Articles of Arrangement are deemed to be the articles of incorporation of Amalgamated Sherritt and the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalgamated Sherritt.

 

  (b)

The following shall occur concurrently:

 

  (i)

Amalgamated Sherritt, the New Notes Guarantors and the New Indenture Trustee shall enter into the New Notes Indenture and the other New Note Documents;

 

  (ii)

in exchange for the Existing Notes, and in full and final settlement of the Existing Noteholder Claims, Amalgamated Sherritt shall issue and/or pay, as applicable:

 

  (A)

to each Noteholder that is an Early Consenting Noteholder:

 

40


  (1)

New Second Lien Notes in an aggregate principal amount equal to (I) the aggregate principal amount of the Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (II) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date; and

 

  (2)

its Noteholder Early Consent Cash Consideration, and

 

  (B)

to each Noteholder that is not an Early Consenting Noteholder, New Second Lien Notes in an aggregate principal amount equal to (I) the aggregate principal amount of the Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (II) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date;

 

  (iii)

the Existing Noteholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Noteholders shall have no further right, title or interest in or to the Existing Notes or their respective Existing Noteholder Claims; and

 

  (iv)

the Existing Notes, the Existing Notes Indenture and any and all other related Existing Note Documents shall be irrevocably cancelled and terminated, provided that the Existing Notes Indenture shall remain in effect solely to allow the Existing Indenture Trustee to make the distributions set forth in the Plan.

 

  (c)

The following shall occur in sequence:

 

  (i)

the CFA Guarantor shall declare a dividend or repayment of capital in the aggregate amount of the Obligations under the CFA Loans, payable to Amalgamated Sherritt which shall be satisfied through the issuance of a demand promissory note of the CFA Guarantor (the “CFA Note”) to Amalgamated Sherritt; and

 

  (ii)

the CFA Guarantor shall satisfy the CFA Note through the assumption of all of Amalgamated Sherritt’s Obligations under the CFA Loans, the CFA Loan Agreements and all other CFA Loan Documents, and (A) Amalgamated Sherritt shall be, and shall be deemed to be, fully, finally and irrevocably released and discharged from all Obligations in respect of the CFA Loans, the CFA Loan Agreements and all other CFA Loan Documents; any and all security interests granted by Sherritt in respect of the CFA Loans shall be, and shall be deemed to be, released, discharged and extinguished pursuant to the Plan; and all CFA Lender Claims as against Amalgamated Sherritt shall, and shall be deemed to be, irrevocably and finally extinguished, and (B) the CFA Note shall be, and shall be deemed to be, fully repaid and satisfied, and Amalgamated Sherritt shall deliver the CFA Note back to the CFA Guarantor as consideration for the assumption of the Obligations under the CFA Loans, the CFA Loan Agreements and all other CFA Loan Documents;

 

  (d)

The following shall occur concurrently with respect to each Ambatovy Interests Electing CFA Lender:

 

  (i)

the CFA Guarantor shall transfer, or cause to be transferred, to each Ambatovy Interests Electing CFA Lender its CFA Lender Pro Rata Share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt in consideration for an aggregate amount equal to the amount of the Obligations outstanding under the CFA Loan(s) owing to each such Ambatovy Interests Electing CFA Lender, which amount shall be satisfied through the full and final set-off, settlement, repayment and exchange of such Ambatovy Interests Electing CFA Lender’s CFA Loans and CFA Lender Claims;

 

41


  (ii)

the CFA Guarantor shall be, and shall be deemed to be, fully, finally and irrevocably released and discharged from all Obligations in respect of each such Ambatovy Interests Electing CFA Lender’s CFA Loans, and the CFA Loan Agreements and all other CFA Loan Documents relating to each such Ambatovy Interests Electing CFA Lender’s CFA Loans; each such Ambatovy Interests Electing CFA Lender’s CFA Loans and CFA Lender Claims shall, and shall be deemed to be, irrevocably and finally extinguished; any and all security interests granted by the CFA Guarantor in respect of each such Ambatovy Interests Electing CFA Lender’s CFA Loans shall be, and shall be deemed to be, released, discharged and extinguished pursuant to the Plan; and each such Ambatovy Interests Electing CFA Lender shall have no further right, title or interest in or to its CFA Loans or CFA Lender Claims; and

 

  (iii)

the CFA Loan Agreements and all other CFA Loan Documents (or parts thereof) relating to each such Ambatovy Interests Electing CFA Lender’s CFA Loan(s) shall be irrevocably cancelled and terminated;

 

  (e)

Concurrently with the steps set forth in (d) above, the following shall occur concurrently with respect to each Amended CFA Loans Electing CFA Lender:

 

  (i)

each Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall be exchanged for Amended CFA Loan(s) in a principal amount equal to the principal amount of its CFA Loan(s) outstanding at the Effective Date plus all accrued interest in respect thereof that has not been paid or capitalized as principal up to but excluding the Effective Date, in full and final set-off, settlement, repayment and exchange of each such Amended CFA Loans Electing CFA Lender’s CFA Loans and CFA Lender Claims;

 

  (ii)

each such Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall, and shall be deemed to be, irrevocably and finally extinguished, and each such Amended CFA Loans Electing CFA Lender shall have no further right, title or interest in or to its CFA Loans; and

 

  (iii)

the CFA Loan Agreements and all other CFA Loan Documents relating to such Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall be deemed to be amended pursuant to the Plan in order reflect the CFA Loan Amended Terms and shall govern the Amended CFA Loans, and any and all security interests granted by the CFA Guarantor in respect of each such Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall be deemed to have been granted by the CFA Guarantor in respect of each such Amended CFA Loans Electing CFA Lender’s Amended CFA Loan(s); and

 

  (f)

The Releases shall become effective.

CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE PLAN

The implementation of the Plan is conditional upon the fulfillment, satisfaction or waiver (to the extent permitted under the Plan) of the following conditions precedent, in each case in accordance with the terms thereof:

 

  (a)

the Arrangement Agreement shall be in full force and effect and shall have not been terminated by the Applicants;

 

  (b)

the Plan and the transactions contemplated thereby shall be consistent with the terms of the transactions described in this Circular in all material respects, subject to any amendments to the Plan permitted by the terms thereof or as otherwise permitted by the Court;

 

  (c)

the Plan shall have been approved by the requisite majority of Debtholders as and to the extent required in the Interim Order or as otherwise ordered by the Court;

 

42


  (d)

the Plan shall have been approved by the Court pursuant to the Final Order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Applicants, vacated or subject to pending appeal;

 

  (e)

all material filings required under applicable Laws in connection with the Arrangement shall have been made and any material regulatory or third party consents or approvals that are required in connection with the Arrangement shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;

 

  (f)

there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened in writing or commenced by any Governmental Entity, in consequence of or in connection with the Arrangement that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede) the Arrangement, or requires or proposes to require a material variation to the Arrangement that is not acceptable to the Applicants;

 

  (g)

no Law shall have been passed and become effective, the effect of which makes the consummation of the Plan illegal;

 

  (h)

the terms of the Revolving Bank Facility shall be amended, prior to or concurrently with the implementation of the Plan, to reflect the Revolving Bank Facility Amendments and any other amendments as may be acceptable to the Revolving Bank Facility Lenders and Sherritt; and

 

  (i)

the Applicants shall have completed all necessary corporate actions and proceedings as they deem necessary or advisable, in their reasonable discretion, in connection with the Arrangement and the Plan.

The conditions precedent to the implementation of the Plan, in whole or in part, may be waived by the Corporation in accordance with the terms of the Plan.

TERMS OF THE NEW SECOND LIEN NOTES AND THE NEW NOTES INDENTURE

The following is a summary of the principal terms of the New Second Lien Notes and the New Notes Indenture. This summary does not purport to be complete. For a more fulsome description of the terms of the New Second Lien Notes, reference should be made to the Description of Notes appended hereto as Appendix H (the “Description of Notes”). For a complete description of the terms of the New Second Lien Notes and the New Notes Indenture, reference should be made to the New Notes Indenture. A substantially final version of the New Notes Indenture is expected to be filed on SEDAR at www.sedar.com and/or the Corporation’s website at https://www.sherritt.com prior to the Effective Date. The final version will be filed on SEDAR at www.sedar.com on or promptly following the Effective Date.

The New Notes Indenture will be qualified under the U.S. Trust Indenture Act by an application with the SEC on Form T-3 (the “T-3 Application”). The terms of the New Second Lien Notes include those stated in the New Notes Indenture and those made part of the New Notes Indenture by reference to the U.S. Trust Indenture Act. The New Indenture Trustee will be qualified under the U.S. Trust Indenture Act by an application with the SEC on Form T-6, to be included in the T-3 Application.

The New Second Lien Notes will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act.

Summary of Key Terms of New Second Lien Notes

A summary of certain terms of the New Second Lien Notes under the New Notes Indenture are as follows:

 

43


Principal Amount

Assuming an Effective Date of April 30, 2020, the aggregate principal amount of the New Second Lien Notes will be approximately $319 million, issued as one series of notes. The final aggregate principal amount of New Second Lien Notes to be issued pursuant to the Transaction will depend on the aggregate amount of interest accrued in respect of the Existing Notes up to the Effective Date.

Maturity Date

The New Second Lien Notes will mature on April 30, 2027.

Interest Rate

The interest rate in respect of the New Second Lien Notes is 8.500% per annum.

Interest Payment Dates

Interest on the New Second Lien Notes is payable semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2020.

Guarantors

The New Second Lien Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by each of Sherritt’s current and future wholly owned subsidiaries (other than immaterial subsidiaries) and other than (i) New Providence Metals Marketing Inc., a wholly-owned entity, undertaking marketing activities in respect of the Corporation’s nickel operations and certain of its joint ventures, and (ii) MMI, a wholly-owned single purpose entity holding the Corporation’s remaining interests (if any) in the Ambatovy Joint Venture following the implementation of the Plan.

The guarantors in respect of the New Second Lien Notes will be the New Notes Guarantors.

A guarantee by a New Notes Guarantor may be unconditionally released and discharged upon (i) such guarantor becoming an immaterial subsidiary or (ii) such New Notes Guarantor being released from its guarantee obligations under the Revolving Bank Facility (except for any release resulting from the repayment and termination of the Revolving Bank Facility).

Security and Rank

The New Second Lien Notes and the guarantees thereof will be secured by substantially all personal property and assets of Sherritt and each of the New Notes Guarantors, pursuant to Collateral Documents in substantially the same form as those provided in favour of the agent for the benefit of itself and the lenders under the Revolving Bank Facility. The guarantee provided by CNWL Oil (Espana) S.A., a company formed under the laws of Spain, shall not be secured unless and until such entity provides security in favour of the agent for the benefit of itself and the lenders under the Revolving Bank Facility, at which time such entity shall grant security in respect of its guarantee in substantially the same form.

The liens securing the New Second Lien Notes will be junior in priority to any lien granted at any time to secure the Revolving Bank Facility. In addition, the Revolving Bank Facility Lenders have provided financing to and have obtained guarantees from the non-wholly owned entities forming part of the Moa Joint Venture and New Providence Metals Marketing Inc., and as a result will have liens on certain assets of such non-wholly owned entities and New Providence Metals Marketing Inc., which assets will not form part of the Collateral.

Except for any release resulting from the repayment and termination of the Revolving Bank Facility, the liens securing the New Second Lien Notes and the guarantees thereof shall be released upon the release by the agent under the Revolving Bank Facility of the liens granted in its favour by Sherritt or any New Notes Guarantor, as applicable.

 

44


Optional Redemption

Sherritt will be entitled to redeem at any time prior to maturity, from time to time, all or a portion of the New Second Lien Notes at (i) 103% of the redeemed principal amount, plus accrued and unpaid interest on the redeemed amount, until the final year prior to maturity, and (ii) at par, plus accrued and unpaid interest on the redeemed amount, for the final year of maturity.

Mandatory Redemption

At any time that the aggregate outstanding principal amount of New Second Lien Notes together with any other indebtedness ranking pari passu therewith permitted under the New Notes Indenture is $150 million or more, the Corporation shall, subject to a minimum liquidity threshold of $75 million, be required to redeem New Second Lien Notes on a semi-annual basis on April 30 and October 30 of each year, from and after October 30, 2021, in a principal amount equal to 50% of the Corporation’s Excess Cash Flow (on the terms set forth in the New Notes Indenture).

REVOLVING BANK FACILITY AMENDMENTS

Pursuant to the Consent Agreement, the Corporation and the Revolving Bank Facility Lenders have, among other things, agreed that the Corporation and the Revolving Bank Facility Lenders will work to complete the Revolving Bank Facility Amendments, subject to the terms and conditions of the Consent Agreement. The Revolving Bank Facility Amendments will, among other things, permit the issuance of the New Second Lien Notes and the granting of the guarantees and security relating thereto and otherwise facilitate implementation of the Transaction. Implementation of the Revolving Bank Facility Amendments is one of the conditions to implementation of the Plan.

In addition, in connection with the Revolving Bank Facility Amendments, the agent under the Revolving Bank Facility, on behalf of the Revolving Bank Facility Lenders, the New Indenture Trustee, on behalf of the holders of New Second Lien Notes, Sherritt and the New Notes Guarantors, will enter into an intercreditor agreement on the principal terms set out in the “Description of Notes” and such other terms as the Revolving Bank Facility Lenders, the New Indenture Trustee and Sherritt may agree.

Expenses

The Corporation shall pay all fees, costs and expenses due to Goodmans LLP, NBF, Paradigm Capital, the Proxy, Information and Solicitation Agent and other advisors to the Corporation in connection with the development, negotiation and implementation of the Transaction. The estimated transaction costs payable by the Corporation in connection with the completion of the Transaction including, without limitation, filing fees and printing and mailing costs are currently expected to be approximately $9 million.

BACKGROUND TO AND REASONS FOR THE TRANSACTION

The following describes the general background to the Transaction and the conditions and events that led to the Corporation’s decision to pursue the Transaction. Based on the circumstances facing the Corporation, the Board believes that deleveraging the Corporation at this time and improving its capital structure and liquidity will bring greater stability to the Sherritt Business, enable Sherritt to be in a better position to withstand challenges relating to, among other things, exposure to volatile commodity prices and challenging geopolitical and market conditions, and to strengthen the Corporation’s financial condition.

Background to Transaction

The Sherritt Entities are principally focused on the production and sale of commodities, such as nickel, cobalt and oil, and power generation, with projects, operations and investments located primarily in Canada, Cuba and Madagascar. As a geographically-diverse and primarily commodity-based company, the Sherritt Entities are affected by various external macro-economic factors.

 

45


One of the principal challenges facing the Corporation has been the significant historical debt levels that Sherritt has had for many years, which resulted primarily from a decision in 2007 to invest as a partner in building out one of the world’s largest lateritic nickel mining, processing and refining operations in Madagascar (the “Ambatovy Joint Venture”). In connection with such investment, Sherritt had significant funding requirements, which were exacerbated by cost overruns and unfavourable market conditions that contributed to Sherritt’s significant debt levels. Since Sherritt was released from its US$840 million guarantee in respect of the Ambatovy Joint Venture senior project financing in 2015, Sherritt took steps to reduce and address certain funding requirements and debt obligations relating to the Ambatovy Joint Venture.

Having a high level of debt and fixed cash interest payments has been a significant concern for Sherritt for a number of years. Accordingly, through an extended period of several years of low nickel prices, Sherritt has focused on debt reduction as a key strategic priority, and over the past six years, the Corporation has eliminated over $2 billion of debt from its balance sheet.

As of January 31, 2020, the Corporation had approximately $741 million of aggregate note, loan and revolving credit facility obligations outstanding with approximately $48 million in annual cash interest expenses, and remains challenged from a leverage and liquidity perspective. In addition, the Corporation has in place an approximately $45 million letter of credit for potential reclamation costs related to its Spanish oil assets.

Sherritt currently has cash resources and availability under its revolving credit facility to continue to operate its business in the normal course, and Sherritt does not have any near term maturity in respect of any of its non-revolving debt obligations, with Sherritt’s first key maturity date being in November 2021. Sherritt, however, remains focused on managing its cash resources particularly in light of the significant challenges it has been facing in Cuba, as well as various uncertainties around commodity prices and other industry challenges affecting the Sherritt Entities.

The recent increased tensions between the United States and Cuba have significantly impacted Sherritt’s ability to conduct its businesses in Cuba. Successive rounds of American sanctions against Cuba and its trading partners have adversely affected Cuba’s economy, its ability to access hard currency, and its ability to conduct international trade. Cuba’s challenges in accessing hard currency have significantly impacted Sherritt’s ability to collect receivables related to its Cuban operations (the “Cuban Receivables”), which together with the substantial minimum cash requirements under the Corporation’s revolving credit facility (which excludes cash of the Corporation held in Cuba) have put increased pressure on the Corporation’s liquidity position. As discussed further below, Sherritt has engaged in extensive efforts with its Cuban partners over an extended period of time to reduce its outstanding Cuban Receivables. Such efforts have culminated in a new agreement pursuant to the Cuban Receivables Agreement ratified in June 2019, with incremental US$5 million monthly payments to fund the operations of Energas and reduce overdue Cuban Receivables owing to Sherritt. While this new payment commitment from Sherritt’s Cuban partners is a positive step towards assisting Sherritt with its liquidity challenges that have in part resulted from the Corporation’s inability to collect its Cuban Receivables, there remains potential uncertainty regarding Sherritt’s Cuban operations and future collections in light of increased U.S. sanctions and other factors continuing to affect Cuba.

Sherritt’s operating results also depend significantly on commodity prices which are volatile and influenced by a variety of factors, including global economic and geopolitical conditions and region-specific factors. The volatility of nickel pricing over the past several years has in particular had a significant and compounding negative financial effect on Sherritt. While the pricing of other metals have generally rebounded from post-2008 financial crisis declines, nickel has suffered sustained pricing decline in comparison and nickel prices remain volatile. Cobalt prices have also experienced increased and significant volatility in recent years, with a decrease in prices of approximately 56% in the past two years up to January 31, 2020.

While the Corporation remains positive about the underlying nickel and cobalt market fundamentals in the long-term, the Corporation’s current capital structure, including its significant debt and corresponding cash interest costs, is a significant challenge for Sherritt in light of its cash flow and operational needs, the ongoing industry challenges and the complex global environment impacting the Sherritt Business.

 

46


The trading price of the Corporation’s Existing Notes, which have traded at a significant discount to face value for an extended period of time, reflect the Corporation’s challenging and over-levered capital structure with respect to the Corporation’s liquidity.

As ongoing volatility in commodity pricing and increasing economic and geopolitical uncertainty continue to impact the Sherritt Entities, the Corporation has continued to focus on preserving liquidity and building balance sheet strength. The Corporation, overseen by the Board and with the assistance of financial and legal advisors, has undergone a detailed and proactive process to review potential strategic alternatives and transactions that may be available to the Corporation, with a view to improving Sherritt’s capital structure, addressing the Corporation’s significant debt levels and liquidity challenges, and strengthening Sherritt’s overall financial position for the benefit of the Corporation and its stakeholders.

Among other things, the Corporation reviewed in detail alternatives relating to raising additional secured debt in priority to its existing unsecured Existing Notes and CFA Loans, extending the maturities of one or more series of the Existing Notes and/or the CFA Loans, exchanging certain or all of its unsecured Existing Notes for new secured debt, exchanging debt for equity, purchasing Existing Notes for cancellation in the open market or pursuant to an auction, maintaining the status quo and certain other potential strategic alternatives.

Sherritt believes that a substantial reduction in its overall debt obligations and cash interest expenses is required at this time to provide a comprehensive solution that will right size Sherritt’s capital structure, improve the Corporation’s liquidity position and allow the Corporation to focus on continuing to improve operations and opportunities for the benefit of all stakeholders.

Based on its detailed review of potential available alternatives and the circumstances affecting the Corporation and its business, Sherritt determined that the Transaction is in the best interests of the Corporation and its stakeholders at this time and treats all affected stakeholders, regardless of maturity or interest rate, in a fair and balanced way considering all current circumstances.

The Transaction will, among other things, reduce Sherritt’s total debt by approximately $414 million, reduce annual cash interest expense by approximately $19 million and extend the maturity of the Corporation’s note obligations to 2027 by, among other things, exchanging the Corporation’s Existing Notes in the aggregate principal amount of approximately $588 million, together with all accrued and unpaid interest thereon, for the New Second Lien Notes and, where applicable, the Noteholder Early Consent Cash Consideration.

The Transaction will significantly reduce Sherritt’s existing debt obligations, which Sherritt believes will result in a more appropriate and sustainable capital structure that the Sherritt Business can support in the context of volatile commodity prices and the global economic and geopolitical challenges that impact the Sherritt Business. Sherritt believes that significantly reducing the Corporation’s debt obligations at this time will benefit Sherritt and its stakeholders by, among other things, bringing greater stability to the Sherritt Business and aligning the capital structure of the Corporation with the current nature of the Sherritt Business. The Corporation believes that completing the Transaction at this time will result in a comprehensive long-term solution to the Corporation’s currently over-leveraged position and will provide the Corporation with additional time to increase the value of the Sherritt Business in an improved commodity price and operating environment for the benefit of all stakeholders.

Sherritt believes that the Transaction provides the affected Noteholders and CFA Lenders with fair and appropriate consideration in the circumstances and in light of the alternatives available to the Corporation. The Transaction treats the Noteholders equally and provides them with security over all material assets of the Corporation. In addition, the terms of the New Second Lien Notes will include a mandatory redemption covenant requiring the Corporation, commencing in 2021, to apply 50% of its Excess Cash Flow, subject to a minimum liquidity threshold of $75 million, to redeem an equivalent portion of the New Second Lien Notes while the aggregate principal amount of New Second Lien Notes outstanding is $150 million or more. This prepayment mechanism is aimed at further reducing the outstanding note obligations of the Corporation in improved financial conditions. With respect to the CFA Lenders, the Corporation believes that the exchange of the CFA Loans, at the election of the CFA Lenders, for either the Corporation’s interest in the Ambatovy Joint Venture or Amended CFA Loans, as applicable, is appropriate in light of the value and structure of the CFA Loans.

 

47


In connection with the Transaction, the Corporation has also entered into a consent and waiver agreement (the “Consent Agreement”) with the Revolving Bank Facility Lenders, pursuant to which the Corporation and the Revolving Bank Facility Lenders have, among other things, agreed that the Corporation shall commence the CBCA Proceedings and pursue the Transaction pursuant thereto, and that the Corporation and the Revolving Bank Facility Lenders will work to complete an amendment of the Revolving Bank Facility substantially concurrently with or prior to the implementation of the Transaction to allow for the implementation of the Transaction, including the issuance of the New Second Lien Notes, and such other matters as may be agreed by the Corporation and the Revolving Bank Facility Lenders (the “Revolving Bank Facility Amendments”), subject to the terms and conditions of the Consent Agreement. The maturity of the Revolving Bank Facility is currently April 30, 2020.

Should the Transaction not be implemented pursuant to the Plan for any reason, the Corporation will continue to review its available strategic alternatives and other potential transactions, including the use of the available $230 million secured debt basket under its Existing Notes Indenture to exchange one series, a combination of series or a portion of all series of its Existing Notes.

The industry challenges faced by the Sherritt Business as well as certain challenges in connection with the Ambatovy Joint Venture, among other things, are described in further detail below.

Industry Challenges

Sherritt faces a number of industry challenges posed by, among other things, fluctuating commodity prices, challenging market conditions and geopolitical uncertainties.

(i) Weakness in Commodity Prices

The Sherritt Business is principally focused on the sale of commodities, such as nickel, cobalt and oil, and as such, the Corporation’s operating results depend largely on market prices which are volatile and influenced by a variety of factors, including global economic conditions and region-specific factors. Sherritt has been particularly affected by depressed pricing in the metals market over an extended period of time. Nickel demand is strongly influenced by world macro-economic conditions which influence the international stainless steel industry, the largest consumer of nickel. Nickel demand had been trending upwards in early 2018 due to strong demand from the stainless steel industry and new demand for the production of lithium-ion batteries for electric vehicles. However, after increasing for the first half of 2018, subsequent market events and conditions, including international trade relations between the United States and China and market reaction to the announcement of a significant new Indonesian production facility, among other things, led to a softening in nickel prices.

Overall, nickel prices have experienced a material decrease since the beginning of 2014, with the average cash settlement price on the London Metals Exchange ranging from a high of US$9.62 per pound in May 2014, reaching a low of US$3.50 per pound in February 2016, and a closing price of US$5.75 per pound as at January 31, 2020.

In 2019, nickel prices had averaged approximately US$6.32 per pound and were below US$6.00 per pound for the majority of the year. In the Corporation’s third fiscal quarter of 2019, nickel prices experienced a modest recovery, partly due to the announcement of a ban on the exports of nickel mineral ore from Indonesia, reaching a 12-month high price of US$8.45 per pound on September 2, 2019, and then decreasing down to US$6.35 per pound as at December 31, 2019.

Nickel prices remain volatile as a result of ongoing uncertainty around trade relations between the United States and China, the strength of U.S. currency, concerns of a slowdown in China’s economy and, more recently, the impact of the Coronavirus. As at March 5, 2020, nickel prices were at US$5.81 per pound.

 

48


Set out below is a summary chart showing the spot price of nickel since the beginning of 2014:

HISTORICAL NICKEL PRICE - SINCE 2014

 

LOGO

The cobalt market has also been subject to significant price volatility in recent years. Recent growth in the chemical sector, primarily in battery chemicals, and growing reliance on mobile phones and tablet technologies, had led to an increase in demand for cobalt that caused a temporary surge in pricing, reaching a high of US$44.08 per pound in April 2018. While global cobalt production historically has not been particularly responsive to changing demand, the dramatic price increase led to a significant increase in supply, particularly from production out of the Democratic Republic of the Congo. The supply increase, along with a growing market sentiment that prices had risen prematurely, among other factors, resulted in a significant price decline in the second half of 2018 such that prices declined approximately 32% in the second half of 2018 after previously having risen for eight consecutive quarters. The price decline continued into 2019, resulting in an approximate 72% decline from the peak price in 2018 to US$12.43 per pound in July 2019. Since that time, cobalt prices have experienced a modest recovery, partly due to the announcement that Glencore’s Mutanda mine would be placed on care and maintenance at the end of 2019, reaching a high price of US$17.93 per pound in October 2019, and then decreasing to US$16.70 per pound as at January 31, 2020.

As at March 5, 2020, cobalt prices were at US$17.18 per pound.

 

49


Set out below is a summary chart showing the spot price of cobalt since the beginning of 2014:

HISTORICAL COBALT PRICE - SINCE 2014

 

LOGO

(ii) Geopolitical Instability

The Sherritt Entities are the largest independent energy producers in Cuba and all of their Cuban oil and electricity production is sold to agencies of the Government of Cuba. Accordingly, the Corporation has been particularly impacted by geopolitical events affecting Cuba, including current increased tensions with the United States.

The United States, following a brief period of progress and improved economic relations with Cuba, has reinforced a policy of sanctions and economic isolation in respect to its Cuba dealings. Among other things, in May 2019 the United States decided to cease the suspension of Title III of the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996 (commonly known as the “Helms-Burton Act”), which authorizes United States nationals to commence actions in U.S. courts against individuals or entities that traffic in Cuban property confiscated by the Cuban government and for which the United States nationals own the claim to such property.

Sherritt has and expects to continue to operate its business in Cuba in the normal course. However, the difficult political relationship between Cuba and the United States has adversely impacted Sherritt’s Cuban businesses, including, among other things, its ability to collect its Cuban Receivables as Cuba deals with the economic consequences related to the shift in United States foreign policy. Since the current U.S. administration has taken office, it has implemented successive rollbacks of the previous administration’s relaxation of sanctions against Cuba and its trading partners, including without limitation, restricting cruise ships from going to Cuba, restricting U.S. persons from sending cash to relatives in Cuba, limiting air travel to Cuba, sanctioning ships (including those carrying fuel) travelling to Cuba and banning a number of executives of companies doing business in Cuba from travelling to the United States.

American sanctions against Cuba and its trading partners have, among other things, adversely affected Cuba’s ability to access foreign currency, leading to the Cuban agencies which purchase the Corporation’s Cuban oil and electricity production having difficulties discharging their foreign currency obligations. Energas (as defined below) holds significant Cuban cash but such Cuban cash has been difficult to exchange into foreign currency based on economic circumstances currently in Cuba. As a result, as at March 31, 2019, Sherritt was owed a total of approximately US$159.9 million in overdue Cuban Receivables (increased from the approximately US$126.7 million in Cuban Receivables that was owing to Sherritt the prior year as at March 31, 2018).

On June 13, 2019, Sherritt announced that it had finalized an agreement (the “Cuban Receivables Agreement”) with its Cuban partners on a payment plan to reduce the overdue Cuban Receivables. Pursuant to the Cuban Receivables Agreement, Sherritt is to receive payments averaging US$2.5 million per month beginning in May 2019 in respect of the Cuban Receivables. The monthly payments under the Cuban Receivables Agreement are made through a currency exchange involving the joint venture (in which Sherritt is an equal partner with General Nickel Company S.A., a Cuban company) that mines, processes, refines and markets lateritic nickel and cobalt in Cuba,

 

50


Alberta and the Bahamas (the “Moa Joint Venture”) and Energas S.A., a Cuban joint venture corporation (in which Sherritt holds a one-third interest through its wholly-owned subsidiary Sherritt Power (Bahamas) Inc.) established to operate facilities in connection with the power business (“Energas”), with foreign currency that would be used by the Moa Joint Venture to pay for specified costs in Cuba instead being provided to Sherritt in exchange for local currency held by Energas.

Since May 2019, Sherritt has received US$23.9 million pursuant to the Cuban Receivables Agreement. A balance of approximately US$159.6 million of Cuban Receivables remains outstanding as at January 31, 2020. Overall, the funds received by Sherritt in respect of its Cuban Receivables have been significantly below the Corporation’s estimates.

The inability for Sherritt to receive payments in respect of the Cuban Receivables has further exacerbated the Corporation’s liquidity challenges, including with respect to maintaining its minimum cash balances pursuant to the Revolving Bank Facility (as further discussed below), which minimum cash requirement excludes the Cuban cash held at Energas.

The Corporation has continued to engage with its Cuban partners in an effort to further reduce its outstanding Cuban Receivables and provide the Corporation with an increased and more stable cash flow from its Cuban businesses. Management has engaged in extensive discussions with its Cuban partners and government officials and has attended a number of in-person meetings in Cuba in order to advance these important discussions. While the sanctions against Cuba continue to negatively impact Cuba’s ability to discharge foreign currency obligations, Sherritt’s extensive efforts have culminated in the Corporation reaching a new agreement with its Cuban partners pursuant to which Sherritt’s Cuban partners have committed to increase the US$2.5 million monthly payments to Sherritt pursuant to the Cuban Receivables Agreement, with incremental US$5 million monthly payments to fund Energas operations and reduce the overdue Cuban Receivables owing to Sherritt.

Sherritt believes that this commitment from its Cuban partners to increase payment in respect of the Cuban Receivables is a positive step towards assisting Sherritt with its liquidity challenges that have resulted, in part, from the Corporation’s inability to collect its Cuban Receivables, however, there remains potential uncertainty regarding Sherritt’s Cuban operations and future collections due to the unstable political relationship between Cuba and the United States, as well as certain other factors affecting the Cuban economy.

In addition to sanctions imposed on Cuba, economic and trade sanctions imposed on Venezuela, Cuba’s largest oil supplier, have negatively impacted supplies in Cuba. For example, diesel availability in Cuba was very limited in August and September 2019 and required the implementation of diesel conservation measures at the Moa Joint Venture. Such diesel conservation efforts have limited the use of mining equipment at the Moa Joint Venture in the fourth quarter of 2019, negatively affecting mining and processing operations.

Ambatovy Joint Venture Investment

Sherritt is the operator of and, through its subsidiary Madagascar Mineral Investments Ltd, holds an approximately 12% interest in each of AMSA and DMSA, which own one of the world’s largest lateritic nickel mining, processing and refining operations in Madagascar. Sherritt previously held a 40% interest in the Ambatovy Joint Venture, which was reduced to the current 12% interest as part of the Ambatovy Restructuring (as defined and described below) completed in 2017.

Sherritt acquired its initial 40% interest in the Ambatovy Joint Venture by way of an acquisition of Dynatec Corporation (“Dynatec”) for approximately $1.6 billion in 2007, with the net acquisition cost following the sale of certain assets being approximately $1 billion. Around this time, nickel prices were approximately US$25 per pound.

Sherritt’s partners in the Ambatovy Joint Venture (collectively with Sherritt, the “Ambatovy Partners”) are Sumitomo Corporation, which currently holds an approximately 47.7% interest in the Ambatovy Joint Venture (initially 27.5%), and Korea Resources Corporation, which currently holds and/or controls an approximately 40.3% interest in the Ambatovy Joint Venture (initially 27.5%). SNC-Lavalin Inc. was also previously an Ambatovy Partner with a 5% interest in the Ambatovy Joint Venture but sold such interest together with its interest in the Aggregate CFA Loans (as defined below) to Sumitomo Corporation in September 2015.

 

51


In 2007, Sherritt and the other Ambatovy Partners committed to the construction of the Ambatovy Joint Venture for an estimated cost of US$3.3 billion, approximately US$2.1 billion of which was funded by way of project financing (the “Ambatovy Senior Project Financing”) from certain senior project lenders (the “Ambatovy Senior Lenders”) loaned to the Ambatovy Joint Venture. The Ambatovy Senior Project Financing is secured on a senior priority basis by substantially all of the assets of the Ambatovy Joint Venture, and was initially guaranteed severally on a pro rata basis by all of the Ambatovy Partners, including Sherritt. As a result, Sherritt was subject to guarantee obligations of US$840 million until the Ambatovy Joint Venture achieved financial completion.

The construction and development of the Ambatovy Joint Venture has also been funded over time by significant loans and equity investments by the Ambatovy Partners, including Sherritt, in an aggregate amount exceeding US$6 billion. Sherritt’s portion of such funding, which has been funded, in part by way of the Aggregate CFA Loans, has been approximately US$2 billion, and together with its acquisition of Dynatec in 2007, has amounted to a total investment of over US$3 billion.

The subordinated loans and equity financing provided by the Ambatovy Partners to the Ambatovy Joint Venture rank junior to the Ambatovy Senior Project Financing provided by the Ambatovy Senior Lenders, and portions of such subordinated loans may, from time to time, be converted into equity of AMSA and DMSA pursuant to the terms of the existing arrangements among the parties. As at December 31, 2019, the aggregate amount of subordinated loans owing by AMSA and DMSA, collectively, to MMI total approximately US$159.2 million in principal amount, plus accrued and unpaid interest.

From the inception of the Ambatovy Joint Venture in 2007 until December 1, 2015, Sherritt funded its 40% pro rata portion of all cash calls for shareholder funding due for the Ambatovy Joint Venture pursuant to the shareholders’ agreement among the Ambatovy Partners (the “Ambatovy Shareholders’ Agreement”).

A portion of Sherritt’s pro rata shareholder funding for the Ambatovy Joint Venture construction was loaned to Sherritt in 2008 through the CFA Loans, which are currently held by the CFA Lenders.

In June 2009, Sherritt finalized further arrangements for new, non-recourse loans from the Ambatovy Partners to fund Sherritt’s pro rata share of additional shareholder funding for the Ambatovy Joint Venture with an interest rate of 6-month LIBOR plus 7% per annum (the “Additional CFA Loans” and together with the CFA Loans, the “Aggregate CFA Loans”).

Over the following period, the capital costs to develop the Ambatovy Joint Venture continued to increase, and Sherritt continued funding ongoing cash calls to the Ambatovy Joint Venture pursuant to its obligations under the Ambatovy Shareholders’ Agreement and its guarantee in respect of the Ambatovy Senior Project Financing.

In September 2015, the Ambatovy Joint Venture achieved financial completion, resulting in the termination of the Ambatovy Partners’ guarantees (including Sherritt’s guarantee) in respect of the Ambatovy Senior Project Financing, and thus the Ambatovy Senior Project Financing became non-recourse as against the Ambatovy Partners, subject to the Ambatovy Senior Lenders’ continuing security interest in the Ambatovy Joint Venture’s assets and the interests of the Ambatovy Partners in the Ambatovy Joint Venture.

For the period until December 1, 2015, Sherritt had funded, in the aggregate, approximately US$2.2 billion in respect of its shareholder funding obligations for the Ambatovy Joint Venture, of which US$0.7 billion had been loaned to Sherritt under the Aggregate CFA Loans (plus accrued interest).

Following December 1, 2015, once financial completion had been achieved and the Corporation was no longer liable for the US$840 million completion guarantee, in order to preserve liquidity, Sherritt elected not to fund cash calls for the Ambatovy Joint Venture and engaged in discussions with the other Ambatovy Partners in respect of a potential restructuring of Sherritt’s interest in the Ambatovy Joint Venture. At this time, the Ambatovy Senior Project Financing had no further direct recourse to Sherritt.

In December 2017, the Ambatovy Partners completed a restructuring of the Ambatovy Joint Venture (the “Ambatovy Restructuring”) that resulted in among other things, the transfer by Sherritt of 28% of its interest in the Ambatovy Joint Venture to the other Ambatovy Partners in exchange for the elimination of the Additional CFA

 

52


Loans in the aggregate amount of $1.4 billion at such time, and the retention by Sherritt of a 12% interest in the Ambatovy Joint Venture.

As part of the Ambatovy Restructuring, Sherritt was required to resume funding cash calls in respect of its remaining 12% interest in the Ambatovy Joint Venture, including retroactively from the end of 2015. On implementation of the Ambatovy Restructuring, Sherritt funded approximately US$38 million to fulfill its prior non-funding, including accrued interest. Sherritt also made an additional payment of approximately US$10 million, which was placed into escrow to cover potential future funding requirements by the Ambatovy Joint Venture. The escrowed funds have since been applied to subsequent cash call obligations of Sherritt in respect of the Ambatovy Joint Venture.

As part of the Ambatovy Restructuring, Sherritt also committed to remain as operator of the Ambatovy Joint Venture until at least 2024.

In March 2019, once the required escrowed funds had been exhausted, in order to preserve liquidity, Sherritt determined not to fund its 12% share of a US$45 million cash call from the Ambatovy Joint Venture (the “March 2019 Ambatovy Non-Funding”). As a result, among other things, Sherritt became a defaulting shareholder under the Ambatovy Shareholders’ Agreement, losing its voting rights at the Ambatovy Joint Venture board level, and a limited recourse default was triggered under the CFA Loans (as further described below). Thereafter, there was an additional approximately US$180 million of cash calls from the Ambatovy Joint Venture in 2019 and to date in 2020 (for an aggregate of approximately US$225 million), of which Sherritt did not fund its 12% share.

Sherritt’s interest in the Ambatovy Joint Venture is a long-term investment of Sherritt and does not currently produce any cash distributions to the Ambatovy Partners based on, among other things, current nickel prices, the payment obligations associated with the Ambatovy Senior Project Financing and the priority distributions to the other Ambatovy Partners who have provided further funding since Sherritt’s March 2019 Ambatovy Non-Funding. Absent a meaningful increase in current nickel prices, it may be a significant period of time until there are cash distributions from the Ambatovy Joint Venture available to Sherritt.

Efforts to Address Debt, Liquidity and Related Challenges

For an extended period of time, Sherritt has focused on debt reduction, preservation of liquidity and balance sheet strength as key strategic priorities, and over the past five years, the Corporation has eliminated over $2 billion of debt from its balance sheet.

Coal Transaction and Related Debt Reduction Efforts

Pursuant to an agreement dated December 24, 2013, on April 28, 2014 the Corporation completed the divestiture of its coal business for total consideration of $946 million. The operating assets of the coal business were sold to Westmoreland Coal Company for total consideration of $465 million. The Corporation’s royalty portfolio and interest in coal development assets were sold to a group led by Altius Minerals Corp., for cash consideration of $481 million. The amount outstanding under the coal revolving credit facility, which was used primarily for letters of credit and short-term funding of the coal business, was repaid in full and subsequently terminated.

A significant portion of the cash proceeds of the coal transaction were used to strengthen the Corporation’s balance sheet through debt reduction. To this end, the Corporation made tender offers to purchase between $100 million and $150 million principal amount of its 8.00% Debentures (as defined below) and between $200 million and $250 million principal amount of its 7.50% Debentures (as defined below), together with the solicitation of consent for certain amendments to the indentures under which those debentures were originally issued. The Corporation made payment on $150 million principal amount of its 8.00% Debentures and $250 million principal amount of its 7.50% Debentures and amended and restated the indentures governing the 8.00% Debentures and 7.50% Debentures on October 10, 2014. As of December 31, 2014, $250 million principal amount of the 8.00% Debentures and $250 million of the principal amount of the 7.50% Debentures remained outstanding.

On October 10, 2014, the Corporation completed its previously announced offering of the 7.875% Notes (as defined below). The net proceeds of the offering, together with cash on hand, were used to redeem all of the $275 million

 

53


outstanding principal amount of its 7.75% Senior Unsecured Debentures due October 15, 2015, including the applicable make-whole premiums on November 10, 2014.

Existing Notes Reductions and Maturity Extension

The Existing Notes were originally issued by Sherritt as $400 million of 8.00% senior unsecured debentures due November 15, 2018 issued on November 2, 2011 (the “8.00% Debentures”), $500 million of 7.50% senior unsecured debentures due September 24, 2020 issued on September 24, 2012 (the “7.50% Debentures”), and $250 million of 7.875% senior unsecured notes due October 11, 2022 issued on October 10, 2014 (the “7.875% Notes”, together with the 8.00% Debentures and the 7.50% Debentures, collectively, the “Original Notes”). Pursuant to a plan of arrangement transaction completed by Sherritt in 2016 (the “2016 Notes Extension Transaction”), as part of its efforts to maintain balance sheet strength and address its then upcoming Original Notes maturities, the Original Notes were amended and exchanged for the Existing Notes with extended maturities of November 15, 2021, September 24, 2023 and October 11, 2025, respectively. At a time of continuing decline in nickel prices, the 2016 Notes Extension Transaction offered substantial benefit to the Corporation by, among other things, mitigating the risk associated with its then upcoming maturities, providing greater stability to the Corporation’s capital structure, and providing the Corporation with time to allow commodity prices to recover. The Corporation received substantial support for the 2016 Notes Extension Transaction from the holders of the Original Notes, with 99.85% of the votes cast by holders of the Original Notes (representing over 94% of principal amount of the Original Notes) being cast in favour of the 2016 Notes Extension Transaction. The 2016 Notes Extension Transaction was approved by the Court on July 27, 2016 and was completed on July 29, 2016.

The Corporation has also made extensive efforts to reduce its Existing Note obligations through a number of note repurchase transactions over an extended period of time. Most recently in 2018, in a period of higher cobalt prices, the Corporation raised approximately $132 million through a public equity offering, and from such proceeds repurchased approximately $121 million of aggregate principal amount of Existing Notes for approximately $110 million, plus accrued interest, by way of a Dutch auction process. The Corporation also shortly thereafter repurchased an additional approximately $10.7 million of principal amount of Existing Notes. In aggregate, the Corporation has reduced the aggregate principal amount of Existing Notes currently outstanding to approximately $588 million (approximately $170 million of Existing 2021 Notes, $198 million of Existing 2023 Notes and $221 million of Existing 2025 Notes), plus accrued and unpaid interest.

Ambatovy Restructuring and Related Debt Reduction Efforts

As discussed above, in 2017, Sherritt and the other Ambatovy Partners completed the Ambatovy Restructuring, which resulted in the elimination of approximately $1.4 billion of debt obligations owing by Sherritt to the CFA Lenders, and reduced Sherritt’s interest in the Ambatovy Joint Venture as well as its corresponding ongoing shareholder funding obligations from 40% to 12%.

Commencing in March 2019, Sherritt, with a view to preserving liquidity, determined to not fund its 12% of the cash calls from the Ambatovy Joint Venture, becoming a defaulting shareholder under the Ambatovy Shareholders’ Agreement and defaulting under the CFA Loan Agreements. In total, there were approximately US$225 million in cash calls in 2019 and to date in 2020 in respect of the Ambatovy Joint Venture. Sherritt does not currently intend to make any payments in respect of its portion of such cash calls.

Cost Reduction Efforts

Given the challenging market conditions facing the Corporation, Sherritt has over an extended period of time implemented a number of cost savings initiatives and austerity measures in connection with the Corporation’s ongoing efforts to manage and preserve liquidity.

In 2018, administrative costs were reduced by $6.1 million through various cost savings initiatives, including the relocation of the Toronto corporate office to lower cost premises, lower consulting fees and reduced employee costs.

 

54


For the year ending December 31, 2019, Sherritt’s administrative costs, excluding the non-cash impacts of stock-based compensation and depreciation, were reduced by a further 5% from 2018 due to the elimination of discretionary expenditures and limiting the number of new employee hires.

Revolving Bank Facility Amendments and Waivers

Pursuant to the Revolving Bank Facility Agreement, the Revolving Bank Facility Lenders have made available to Sherritt the Revolving Bank Facility in the aggregate amount of $70 million at an interest rate of prime plus 3.00% per annum, or bankers’ acceptances plus 4.00%. As at December 31, 2019, approximately $8.0 million had been drawn on the Revolving Bank Facility and there were approximately $45 million of letters of credit outstanding.

The obligations under the Revolving Bank Facility Agreement are guaranteed by the Revolving Bank Facility Guarantors and secured with inventory and receivables from the Moa Joint Venture as well as cash and cash equivalents of certain additional subsidiaries of Sherritt held at National Bank of Canada. (the “Existing Revolving Bank Facility Collateral”). Pursuant to the Consent Agreement, in addition to the Revolving Bank Facility Guarantors, each of the New Notes Guarantors will guarantee the obligations under the Revolving Bank Facility Agreement, and Sherritt and the New Notes Guarantors will, in addition to the Existing Revolving Bank Facility Collateral, grant a security interest in substantially all assets of Sherritt and each of the New Notes Guarantors.

Among other covenants, the Revolving Bank Facility Agreement requires Sherritt to maintain a minimum cash balance, with the original requirement being $100 million of cash and cash equivalents (including availability under the Revolving Bank Facility and excluding the Corporation’s Cuban cash) (the “Minimum Cash Balance Requirement”), which has had a significant impact on the Corporation’s liquidity position and ability to utilize available cash. As a result of the liquidity challenges faced by the Corporation, as described herein, pursuant to the consent letter dated September 20, 2019, the Minimum Cash Balance Requirement was reduced to $60 million until but excluding December 31, 2019, and then $70 million thereafter. To date, the Corporation has maintained compliance with its Minimum Cash Balance Requirement under the Revolving Bank Facility Agreement.

Pursuant to the Revolving Bank Facility Agreement, the March 2019 Ambatovy Non-Funding would have constituted an event of default under Revolving Bank Facility Agreement. This potential default was waived by the Revolving Bank Facility Lenders prior to its occurrence, together with any potential defaults for any subsequent non-funding of cash calls relating to the Ambatovy Joint Venture, through to the April 30, 2020 maturity of the Revolving Bank Facility.

Since June 2019, the Corporation has received certain waivers in respect of potential non-compliance with certain covenants under the Revolving Bank Facility Agreement, collectively for the Corporation’s second, third and fourth fiscal quarters of 2019, and the first fiscal quarter of 2020. The most recent waiver provided in December 2019 amended the minimum EBITDA requirement to $70 million (originally $100 million) for the fourth fiscal quarter of 2019 and first fiscal quarter of 2020, and amended the EBITDA-to-interest expense requirement for such period to 1.35:1 (originally 1.75:1).

Sherritt continues to be in dialogue with the agent under the Revolving Bank Facility in connection with the Revolving Bank Facility.

The Revolving Bank Facility is not being affected pursuant to the Plan. Sherritt and the Revolving Bank Facility Lenders have consensually agreed pursuant to the Consent Agreement to pursue the Revolving Bank Facility Amendments in connection with the implementation of the Transaction, subject to the terms and conditions of the Consent Agreement.

Development of the Transaction

While the Corporation has achieved significant debt reduction over the last number of years and has been carefully managing its liquidity position, the Corporation continues to have an over-leveraged capital structure and faces continuing liquidity challenges. The Corporation currently has cash resources and no immediate maturities in respect of its debt obligations, however, the Corporation’s remaining high level of debt with significant fixed

 

55


interest payments has been a key concern for Sherritt for an extended period of years based on the volatile nature of nickel and cobalt prices over many years and the challenging market conditions facing the Corporation.

The Corporation has continued its efforts to explore further alternatives or transactions available to the Corporation in order to reduce its debt levels and improve its liquidity. In the spring of 2019, the Corporation engaged NBF, as financial advisor, and Goodmans LLP, as legal counsel, to assist the Corporation in reviewing and considering potential strategic alternatives.

The Corporation, overseen by the Board and with the assistance of NBF and Goodmans LLP, reviewed in detail numerous potential alternatives, including raising additional secured debt in priority to its unsecured Existing Notes and CFA Loans, extending the maturities of one or more series of the Existing Notes and/or the CFA Loans, exchanging certain or all of its unsecured Existing Notes for new secured debt, exchanging debt for equity, purchasing Existing Notes for cancellation in the open market or pursuant to an auction, maintaining the status quo and certain other potential strategic alternatives. The Corporation has not conducted a sale process and does not believe the time or circumstances are right in order to maximize value for all stakeholders pursuant to a sale.

Following its detailed review process, and after receiving advice from the Corporation’s professional advisors, the Board determined that the Transaction is the best available alternative for the Corporation and its stakeholders at this time and treats the affected stakeholders, regardless of maturity or interest rate, in a fair and balanced way considering all current circumstances, and the Board authorized the Corporation to seek to implement the Transaction.

Reasons for Transaction

Sherritt’s Board has determined, based on a number of factors and considerations, that the Transaction is in the best interests of the Corporation and its stakeholders.

The following is a summary of the principal reasons for the recommendation of the Board that Debtholders VOTE FOR the Transaction:

 

   

All holders of Existing Notes will be treated in a fair and balanced way and will receive equal treatment in the form of New Second Lien Notes, and will receive security over all of the material assets of the Corporation.

 

   

The New Second Lien Notes will rank in priority to unsecured obligations of the Corporation, as described in more detail in the Description of Notes.

 

   

The Existing Notes, as pari passu senior unsecured obligations of the Corporation, will be treated on an equal basis pursuant to the Transaction. Alternative transactions available to the Corporation could disproportionately benefit holders of certain series of Existing Notes and increase the risk of payment or recovery to holders of other series of Existing Notes.

 

   

Sherritt will have an improved capital structure and improved liquidity position, providing Sherritt with stronger financial footing to be able to better respond to evolving market conditions and pursue its strategic and business objectives.

 

   

With an improved capital structure, the Transaction will put the Corporation in a stronger position to satisfy all of the obligations under the New Second Lien Notes.

 

   

The mandatory redemption covenant in respect of the New Second Lien Notes requires additional prepayments at par in respect of such New Second Lien Notes in improved financial conditions.

 

   

The Transaction reduces the risk of potential debt defaults and month-to-month liquidity challenges.

 

   

The Transaction will result in reduced debt ratios to be more in line with the industry and market averages.

 

56


   

The Transaction will better position the Corporation to withstand any ongoing challenges in the collections of overdue Cuban Receivables, overall market conditions and volatility in commodity prices.

 

   

The Transaction extends the maturity of the Corporation’s note obligations to 2027, providing the Corporation with additional time to improve the business and create value for the benefit of stakeholders.

 

   

The exchange of the CFA Loans for either (i) the Ambatovy Shares and Ambatovy Debt, or (ii) the Amended CFA Loans, as applicable, is appropriate in light of the value and structure of the CFA Loans and eliminates a significant amount of Sherritt’s historic debt obligations in respect of the Ambatovy Joint Venture.

 

   

The Transaction adheres to Sherritt’s objectives of bringing greater stability to the Corporation’s capital structure and treating all stakeholders in a fair and reasonable manner.

 

   

The Transaction was determined to be the best available alternative for the benefit of the Corporation and its stakeholders after a detailed review of potential strategic alternatives, with the assistance of the Corporation’s legal and financial advisors.

The following is a summary of the principal reasons for the recommendation of the Board that Shareholders VOTE FOR the Stated Capital Reduction:

 

   

The Stated Capital Reduction to be approved by Shareholders is a preliminary step in connection with implementing the Transaction under the CBCA Proceedings, which Transaction is in the best interests of the Corporation, including the Shareholders.

 

   

The Corporation’s total debt will be reduced by approximately $414 million.

 

   

The Corporation’s annual cash interest expense will be reduced by approximately $19 million.

 

   

Sherritt will have an improved capital structure and improved liquidity position, providing Sherritt with stronger financial footing to be able to better respond to evolving market conditions and pursue its strategic and business objectives.

 

   

The Transaction reduces the risk of potential debt defaults and month-to-month liquidity challenges.

 

   

The Transaction will result in reduced debt levels to be more in line with the industry and market averages.

 

   

The Transaction will better position the Corporation to withstand any ongoing challenges in the collections of overdue Cuban Receivables, overall market conditions and volatility in commodity prices.

 

   

The Transaction extends the maturity of the Corporation’s note obligations to 2027, providing the Corporation with additional time to improve the business and create value for the benefit of stakeholders.

 

   

The Transaction adheres to Sherritt’s objectives of bringing greater stability to the Corporation’s capital structure and treating all stakeholders in a fair and reasonable manner.

 

   

The Transaction was determined to be the best available alternative for the benefit of the Corporation and its stakeholders after a detailed review of potential strategic alternatives, with the assistance of the Corporation’s legal and financial advisors.

 

   

The exchange of the CFA Loans for either (i) the Ambatovy Shares and Ambatovy Debt, or (ii) the Amended CFA Loans, as applicable, is appropriate in light of the value and structure of the CFA Loans and eliminates a significant amount of Sherritt’s historic debt obligations in respect of the Ambatovy Joint Venture.

 

57


Paradigm Capital Opinions

Paradigm Capital was retained as the independent financial advisor to the Corporation and the Board in connection with the Transaction.

Paradigm Capital was asked to provide to the Board: (a) a CBCA opinion in the form described in paragraph 4.04 of Industry Canada’s Policy Statement 15-1 – Policy Concerning Arrangements under Section 192 of the CBCA dated as of January 4, 2010, and (b) a fairness opinion in respect of the Transaction.

In the Paradigm Capital Opinions, Paradigm Capital concludes that, as of the date of the Paradigm Capital Opinions: (i) the Noteholders and the CFA Lenders, respectively, would be in a better position, from a financial point of view, under the Transaction than if the Corporation were liquidated (the “CBCA Opinion”); and (ii) the Transaction is fair, from a financial point of view, to the Corporation (the “Fairness Opinion”).

The full text of the Paradigm Capital Opinions which set out, among other things, the assumptions made, information reviewed and matters considered by Paradigm Capital in rendering the Paradigm Capital Opinions, as well as the limitations and qualifications the opinions are subject to, is attached as Appendix G to this Circular. Debtholders are urged to read the Paradigm Capital Opinions in their entirety. The summaries of the Paradigm Capital Opinions in this Circular are qualified in their entirety by reference to the full text of such opinions. The Paradigm Capital Opinions do not constitute a recommendation to any Debtholder as to how such Debtholder should vote with respect to the Debtholder Arrangement Resolution.

Engagement of Paradigm Capital

Pursuant to an engagement letter (the “Paradigm Capital Engagement Agreement”) dated September 4, 2019, Paradigm Capital was formally engaged as an independent financial advisor to the Corporation and the Board in connection with the Transaction, and to prepare and deliver to the Board opinions in accordance with the applicable legal and regulatory requirements for the Transaction including, without limitation, as contemplated under Section 192 of the CBCA. The Paradigm Capital Engagement Agreement provides for a fixed flat fee for providing the Paradigm Capital Opinions and Paradigm Capital is not entitled to any additional fees related to the completion of the Transaction. In addition, Paradigm Capital is to be reimbursed for its reasonable out-of-pocket expenses, including fees paid to its legal counsel in respect of advice rendered to Paradigm Capital in carrying out its obligations under the Paradigm Capital Engagement Agreement, and is to be indemnified by the Corporation in respect of certain liabilities that might arise out of Paradigm Capital’s engagement.

To the knowledge of the Corporation, and except as described below, none of Paradigm Capital, its associates or affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of the Corporation, and Paradigm Capital is not an advisor to any person or company other than to the Board with respect to the Transaction.

Paradigm Capital is currently engaged as an advisor for the Corporation on a strategic assignment unrelated to the Transaction. Paradigm Capital, the Corporation and the Board agree that such strategic advisory engagement does not affect Paradigm Capital’s independence or its ability to provide the Paradigm Capital Opinions. In addition, John Warwick, a former investment banker at Paradigm Capital and a current special advisor to and shareholder of Paradigm Capital, is currently a member of the Board. Paradigm Capital, the Corporation and the Board agree that this relationship does not affect Paradigm Capital’s independence or its ability to provide the Paradigm Capital Opinions.

Credentials of Paradigm Capital

Paradigm Capital is a Canadian independent investment banking firm with a sales, trading, research and corporate finance focus providing services for institutional investors and corporations. Paradigm Capital was founded in 1999 and is a member of the Toronto Stock Exchange, the TSX Venture Exchange and the Investment Industry Regulatory Organization of Canada. Paradigm Capital has extensive advisory, valuation, mergers & acquisitions and corporate governance experience.

 

58


The Paradigm Capital Opinions are the opinions of Paradigm Capital and the form and content therein has been reviewed and approved for release by a group of senior investment bankers of Paradigm Capital each of whom is experienced in valuations, mergers & acquisitions and fairness opinion matters.

Court Approval of Arrangement

The Arrangement is subject to a determination of the Court that the terms of the Arrangement are fair and reasonable, both procedurally and substantively.

RECOMMENDATION OF THE BOARD

The Board, after careful consideration of a number of factors and potential strategic alternatives, including the foregoing “Reasons for Transaction” and the Paradigm Capital Opinions, and upon consultation with and advice from the Corporation’s financial advisor and outside counsel, determined unanimously, that the Transaction is in the best interests of the Corporation and its stakeholders and the Board has unanimously determined to recommend to the Debtholders that they VOTE FOR the Debtholders’ Arrangement Resolution at the Debtholders’ Meeting and to Shareholders that they VOTE FOR the Stated Capital Reduction Resolution at the Shareholders’ Meeting. In making its determination and recommendation, the Board relied upon legal, financial and other advice and information received during the course of its deliberations.

INFORMATION CONCERNING THE CORPORATION

Sherritt is a corporation continued under the CBCA. Sherritt’s principal and head office is located at Bay Adelaide Centre, East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4. Sherritt is a leader in the mining and refining of nickel and cobalt from lateritic ores with projects, operations and investments in Canada, Cuba and Madagascar. The Corporation is the largest independent energy producer in Cuba, with extensive oil and power operations on the island. Sherritt licenses its proprietary technologies and provides metallurgical services to mining and refining operations worldwide. The Corporation’s common shares are listed on the TSX, trading under the symbol “S”. Additional information about the Corporation is set out in the 2018 AIF, the 2019 Financial Statements and related 2019 MD&A, and the 2019 AGM Circular.

RISK FACTORS

Risk Factors Relating to the Corporation

Certain risk factors relating to the business and securities of the Corporation are contained in the 2019 MD&A and the 2018 AIF, which are incorporated by reference in this Circular and which have been publicly filed on SEDAR at www.sedar.com. Debtholders and Shareholders should review and carefully consider the risk factors set forth in the 2019 MD&A and 2018 AIF and consider all other information contained therein and herein and in the Corporation’s other public filings before determining how to vote on the Transaction or the Stated Capital Reduction Resolution, as applicable.

Risk Factors Relating to the Transaction

The completion of the Transaction may not occur or may not occur on schedule.

The Corporation will not complete the Transaction unless and until all conditions precedent to the Plan are satisfied or waived. See “Conditions Precedent to the Implementation of the Plan.” Even if the Transaction is completed, it may not be completed on the schedule described in this Circular. Accordingly, Debtholders participating in the Transaction may have to wait longer than expected to receive their entitlements under the Plan. In addition, if the Transaction is not completed on the schedule described in this Circular, the Corporation may incur additional expenses.

 

59


Potential effect of the Transaction.

There can be no assurance as to the effect of the announcement of the Transaction on Sherritt’s relationships with its suppliers, customers, purchasers, contractors or lenders, nor can there be any assurance as to the effect on such relationships of any delay in the completion of the Transaction, or the effect of the Transaction being completed under the CBCA or pursuant to another statutory procedure. To the extent that any of these events result in the tightening of payment or credit terms, increases in the price of supplied goods, or the loss of a major supplier, customer, purchaser, contractor or lender, or of multiple other suppliers, customers, purchasers, contractors or lenders, this could have a material adverse effect on Sherritt’s business, financial condition, liquidity and results of operations. Similarly, current and prospective employees of the Corporation may experience uncertainty about their future roles with the Corporation. This may adversely affect the Corporation’s ability to attract or retain key employees in the period until the Transaction is completed or thereafter. The risk, and material adverse effect, of such disruptions could be exacerbated by any delay in the consummation of the Transaction.

In addition, counterparties to agreements with the Corporation and/or its subsidiaries may take the position that the CBCA Proceedings, the Transaction and/or related steps or actions taken by the Corporation in respect thereof may result in potential defaults under agreements to which the Corporation and/or its subsidiaries are a party. Such third parties may not respect the Interim Order under the CBCA Proceedings and may take steps to violate or contest the Interim Order, in particular related to the stay granted under the Interim Order in connection with any defaults under the Corporation’s or the Corporation’s subsidiaries’ agreements, including debt agreements. The stay granted under the Interim Order does not apply to the Revolving Bank Facility Lenders or administrative agent under the Revolving Bank Facility, who could take steps against the Corporation or its subsidiaries if the Consent Agreement is terminated.

The Transaction may not improve the financial condition of Sherritt’s business.

Management believes that the Transaction will improve the Corporation’s capital structure, enhance Sherritt’s liquidity and provide it with continued operating flexibility. However, such belief is based on certain assumptions, including, without limitation, that Sherritt’s sales, suppliers, customers, purchasers, joint venture partners and contractors will not be materially adversely affected while the Transaction is underway and that such sales and/or relationships will be stable or will improve following the completion of the Transaction, that general economic conditions and the markets for Sherritt’s products will remain stable or improve, that Sherritt’s collections of its Cuban Receivables will remain stable or improve, that overall market conditions (including commodity prices) will remain stable or improve, as well as Sherritt’s continued ability to manage costs. Should any of those assumptions prove false, the financial position of Sherritt may be materially adversely affected and Sherritt may not be able to pay its debts as they become due.

Parties may make claims against the Sherritt Entities despite the Releases and waivers provided for in the Plan.

The Plan includes certain Releases to become effective upon the implementation of the Transaction in favour of the Released Parties, as set out in the Plan. Furthermore, the Plan also provides that, from and after the Effective Time, all Persons shall be deemed to have consented and agreed to all of the provisions of the Plan in its entirety. Without limiting the foregoing, pursuant to the Plan, all Persons shall be deemed to have waived any and all defaults or events of default, third-party change of control rights or any non-compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease, licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection with, the Debt, the Debt Documents, the Arrangement, the Arrangement Agreement, the Plan, the transactions contemplated under the Plan, the CBCA Proceedings and any other proceedings commenced with respect to or in connection with the Plan and any and all amendments or supplements thereto. The Plan provides that any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Applicants or the other Sherritt Entities, as applicable, and their respective successors and assigns from performing their obligations under the Plan or any contract or agreement entered into pursuant to, in connection with, or contemplated by, the Plan. Notwithstanding the foregoing, the Corporation may still be subject to legal actions with regards to such released claims and related matters. Such legal actions may be costly and could require the Corporation to defend such potential claims without

 

60


recourse for legal costs incurred, even if the Corporation is successful. In addition, the Releases and waivers under the Plan do not apply to the Revolving Bank Facility Lenders or administrative agent under the Revolving Bank Facility.

The Corporation will incur significant transaction-related costs in connection with the Transaction, and the Corporation may have to pay various expenses even if the Transaction is not completed.

The Corporation expects to incur a number of non-recurring costs associated with the Transaction before, at and after its closing. The Corporation will also incur transaction fees and costs. Certain costs related to the Transaction, such as legal, accounting and certain financial advisor fees, must be paid by the Corporation even if the Transaction is not completed. If the Transaction is not consummated, the Corporation will bear some or all of these costs without recognizing any of the anticipated benefits of the Transaction.

The pending Arrangement may divert the attention of the Corporation’s Management.

The pendency of the Arrangement could cause the attention of the Corporation’s Management to be diverted from the day-to-day operations and customers or suppliers may seek to modify or terminate their business relationships with the Corporation. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Corporation regardless of whether the Arrangement is ultimately completed.

As a result of the U.S. embargo against Cuba, Persons Subject to U.S. Jurisdiction may not be permitted to own securities of the Corporation, including the New Second Lien Notes.

The United States has maintained a general embargo against Cuba since the early 1960s. The general embargo bars U.S. citizens, U.S. residents, individuals and entities located in the United States, entities organized under U.S. law, and entities owned or controlled by any of the foregoing (collectively, “Persons Subject to U.S. Jurisdiction”) from engaging in most transactions with Cuba, Cuban nationals, or entities deemed to be owned or controlled by Cuba.

The New Second Lien Notes offered hereby have not and will not be registered in the United States. Because Sherritt has material interests in Cuba, Persons Subject to U.S. Jurisdiction may not be permitted to own securities of the Corporation, including the New Second Lien Notes. In nonbinding guidance, the U.S. Department of the Treasury (“U.S. Treasury”) has stated that it does not prohibit secondary market investment in non-U.S. firms that have limited commercial dealings with Cuba, but it prohibits Persons Subject to U.S. Jurisdiction from providing capital into an enterprise in a manner that would support its Cuban transactions unless such transactions are authorized by the U.S. Treasury Office of Foreign Assets Control. U.S. Treasury might view the acquisition or holding of the New Second Lien Notes by Persons Subject to U.S. Jurisdiction as an injection of capital into the Corporation in a manner that supports its business with Cuba, which U.S. Treasury has not authorized. Furthermore, political developments or regulatory interpretations could result in legislative or regulatory changes that conclusively prohibit Persons Subject to U.S. Jurisdiction from holding or acquiring New Second Lien Notes.

The Noteholders receiving New Second Lien Notes pursuant to the Plan might have difficulty enforcing civil liabilities against the Corporation in the United States or elsewhere.

The enforcement by the Noteholders of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that Sherritt is incorporated outside the United States, that some or all of its officers and directors and the experts named herein are residents of a foreign country, and that all or substantially all of the assets of the Corporation and said persons are located outside the United States. As a result, it may be difficult or impossible for Noteholders in the United States to effect service of process within the United States upon Sherritt, its officers and directors and the experts named herein, or to realize, against them, upon judgments of courts of the United States predicated upon civil liabilities under U.S. Securities Laws. In addition, Noteholders in the United States should not assume that the courts of Canada or any other non-U.S. jurisdiction: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under U.S. Securities Laws, or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under U.S.

 

61


Securities Laws. In addition, awards of punitive damages in actions brought in Canada or elsewhere may be unenforceable in the United States.

The enforcement by the Noteholders of civil liabilities under Canadian Securities Laws may be affected adversely by the fact that certain officers and directors of the Corporation are residents of countries other than Canada, and that a substantial portion of the assets of said persons are located outside Canada. As a result, it may be difficult or impossible for Noteholders in Canada to effect service of process within Canada upon those officers and directors, or to realize, against them, upon judgments of courts of Canada predicated upon civil liabilities under Canadian Securities Laws.

Risk Factors Relating to Non-Implementation of the Transaction

Future liquidity and operations of the Corporation are dependent on the ability of the Corporation to repay its debt obligations and to generate sufficient operating cash flows to fund its on-going operations. If the Corporation does not complete the reduction of debt contemplated pursuant to the Transaction through the CBCA process described above, it may be necessary to pursue other options or alternatives that could have a more negative effect on the Corporation. Certain risk factors relating to the non-implementation of the Transaction include that (a) the Corporation raises additional secured priority debt in priority to the Existing Notes (which are unsecured) as the Corporation currently has the ability under the Existing Notes Indenture to raise approximately $230 million outside of the Transaction, (b) the Corporation may not be in a position to repay all of the Existing Notes and the CFA Loans in full on their stated maturities, (c) the Corporation may have limited ability to raise additional capital on market terms with its current capital structure, and (d) the Corporation’s existing capital structure with existing maturities may limit the options and alternatives for the Corporation to maximize value to all stakeholders or to pursue various operational improvements or other strategic initiatives.

Counterparties to agreements with the Corporation and/or its subsidiaries may take the position that the CBCA Proceedings, the Transaction and/or related steps or actions taken by the Corporation in respect thereof may result in potential defaults under agreements to which the Corporation and/or its subsidiaries are a party. The Interim Order granted in the CBCA Proceedings provides a stay of proceedings until the earlier of the closing of the Transaction or the termination of the CBCA Proceedings, staying, among other things, any action with respect to any default or event of default under the Existing Notes (including, without limitation, any non-payment of interest or other amounts payable), any default or event of default under the CFA Loans, or any default under any other agreement with the Corporation or any of its direct or indirect wholly-owned subsidiaries as a result of the CBCA Proceedings, the Transaction or any cross-default due to a default under the Existing Notes or CFA Loans, provided that the stay of proceedings under the Interim Order does not apply to the Revolving Bank Facility Lenders or administrative agent under the Revolving Bank Facility. Third parties may take steps in connection with any defaults under the Corporation’s or the Corporation’s subsidiaries’ agreements, including debt agreements, in the event the CBCA Proceedings are terminated and the Transaction has not been implemented.

In the event that the Transaction is not implemented, the Corporation’s total debt may not be reduced by approximately $414 million and the associated reduction in debt service costs may not be achieved. The Corporation will need to evaluate all of its options and alternatives related to any future court proceedings or other alternatives to address key liquidity and leverage issues which exist today. In the event the Transaction is not successful, the value available to stakeholders may be significantly reduced.

Risks Relating to the New Second Lien Notes

The Corporation’s substantial indebtedness could adversely affect its financial condition and prevent the Corporation from fulfilling its obligations under the New Second Lien Notes.

After the completion of the Transaction and the issuance of the New Second Lien Notes and the debt reduction resulting therefrom, Sherritt will still have a significant amount of indebtedness. After giving effect to the Transaction, assuming an Effective Date of April 30, 2020, the Corporation’s total indebtedness will be approximately $327 million (excluding outstanding letters of credit and not taking into account any changes to the outstanding balance under the Revolving Bank Facility since December 31, 2019).

 

62


Subject to the limits contained in the New Notes Indenture and the other debt instruments, Sherritt may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If the Corporation does so, the risks related to its level of debt could increase. Specifically, the Corporation’s level of debt could have important consequences to the holders of the New Second Lien Notes, including the following:

 

   

making it more difficult for the Corporation to satisfy its obligations with respect to the New Second Lien Notes and its other debt;

 

   

limiting the Corporation’s ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

 

   

requiring a substantial portion of the Corporation’s cash flows to be dedicated to debt service payments and mandatory redemptions from cash flow instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

 

   

increasing the Corporation’s vulnerability to general adverse economic and industry conditions;

 

   

limiting the Corporation’s flexibility in planning for and reacting to changes in the industry in which it competes;

 

   

placing the Corporation at a disadvantage compared to other, less leveraged competitors; and

 

   

increasing the Corporation’s cost of borrowing.

In addition, the New Notes Indenture will contain restrictive covenants that will limit Sherritt’s ability to engage in activities that may be in its long term best interests. Sherritt’s failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all its debts.

Despite the Corporation’s current level of indebtedness, it may be able to incur substantially more debt. This could further exacerbate the risks to the Corporation’s financial condition described above.

The Corporation may be able to incur significant additional indebtedness in the future. Although the New Notes Indenture and the credit agreement that govern the Revolving Bank Facility each contain restrictions on the incurrence of additional indebtedness and significantly limit the Corporation’s ability to incur Secured Indebtedness (as defined in the “Description of Notes”), these restrictions are subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these exceptions could be substantial. If the Corporation incurs any such additional indebtedness, it may have the effect of reducing the amount of proceeds distributed to you in connection with any insolvency, litigation, reorganization, dissolution or other winding-up of or such proceeding involving the Corporation. If new debt is added to Sherritt’s current debt levels, the related risks that Sherritt and its subsidiaries now face could increase.

The terms of the New Notes Indenture and the terms of the Revolving Bank Facility may restrict the Corporation’s current and future operations, particularly the Corporation’s ability to respond to changes or to take certain actions.

The New Notes Indenture and the Revolving Bank Facility Agreement contain a number of restrictive covenants that impose significant operating and financial restrictions on the Corporation and may limit the Corporation’s ability to engage in acts that may be in its long-term best interests, including, among other things, restrictions on its ability to:

 

   

incur additional indebtedness;

 

   

pay dividends or make other distributions or repurchase or redeem certain indebtedness or capital stock;

 

   

make loans and investments;

 

63


   

sell assets;

 

   

incur certain liens;

 

   

enter into transactions with affiliates;

 

   

alter the businesses it conducts;

 

   

enter into agreements restricting its subsidiaries’ ability to pay dividends; and

 

   

consolidate, merge or sell all or substantially all of its assets.

While the Corporation is permitted to incur additional indebtedness as described above, there is no guarantee that it will be able to obtain such indebtedness.

A breach of the covenants under the New Notes Indenture or the Revolving Bank Facility Agreement could result in an event of default under the applicable indebtedness. Such default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. If the Corporation was unable to repay the amounts due and payable under the Revolving Bank Facility, New Second Lien Notes or any other Secured Indebtedness, the noteholders and/or lenders could proceed against the Collateral granted securing such indebtedness. In the event that such noteholders and/or lenders accelerate the repayment of the outstanding debt, the Corporation cannot assure you that it and its subsidiaries would have sufficient assets to repay such indebtedness. As a result of these restrictions, the Corporation may be:

 

   

limited in how it conducts its business;

 

   

unable to raise additional debt or equity financing to operate during general economic or business downturns; or

 

   

unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect Sherritt’s ability to grow in accordance with its plans.

The Corporation may not be able to generate sufficient cash to service all of its indebtedness, including the New Second Lien Notes, and may be forced to take other actions to satisfy its obligations under its indebtedness, which may not be successful.

The Corporation’s ability to make scheduled payments on or to refinance its debt obligations, including the New Second Lien Notes, depends on the Corporation’s financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond its control. The Corporation may be unable to maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness, including the New Second Lien Notes.

If Sherritt’s cash flows and capital resources are insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness, including the New Second Lien Notes. Sherritt may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow it to meet its scheduled debt service obligations. The New Notes Indenture and the Revolving Bank Facility Agreement restrict the Corporation’s ability to dispose of assets and use the proceeds from any such dispositions and may also restrict its ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. The Corporation may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

 

64


Sherritt’s inability to generate sufficient cash flows to satisfy its debt obligations (including mandatory redemptions of the New Second Lien Notes), or to refinance its indebtedness on commercially reasonable terms or at all, would materially and adversely affect its business, financial position and results of operations and its ability to satisfy its obligations under the New Second Lien Notes.

If the Corporation cannot make scheduled payments on its debt, it will be in default and, as a result, the holders of the New Second Lien Notes or the lenders under the Revolving Bank Facility could declare all outstanding principal and interest to be due and payable and the lenders under the Revolving Bank Facility could terminate their commitments to loan money and the Corporation’s secured creditors, including the lenders under the Revolving Bank Facility, could foreclose on or exercise other remedies against the assets securing such Obligations (as defined in the “Description of Notes”) on a basis senior to the New Second Lien Notes and the Corporation could be forced into bankruptcy, liquidation or other insolvency proceedings which, in each case, may result in your losing all or a portion of your investment in the New Second Lien Notes.

The rights of holders of the New Second Lien Notes with respect to the Collateral, in which the holders of the New Second Lien Notes have a second-priority lien, will be materially limited by the Intercreditor Agreement.

The rights of the holders of the New Second Lien Notes with respect to the Collateral, which secures the New Second Lien Notes on a second-priority basis, will be limited pursuant to the terms of the Intercreditor Agreement. The Intercreditor Agreement will provide that, while any amount under the Revolving Bank Facility remains outstanding, the lenders will control, subject to certain limited exceptions in the Intercreditor Agreement, the exercise of all remedies and other enforcement actions related to the Collateral. In such circumstances, subject to certain limited exceptions in the Intercreditor Agreement to preserve and protect the Second Ranking Liens and the right to make claims associated therewith, none of the Collateral Agent, the New Indenture Trustee or the holders of the New Second Lien Notes will be able to take actions to exercise remedies to enforce the security interests related to the Collateral, force a sale of the Collateral, or otherwise exercise remedies normally available to secured creditors without the concurrence of the lenders.

The Collateral Agent will not be entitled to take any enforcement action (including commencing insolvency proceedings) or otherwise exercise control or rights and remedies (subject to certain customary unrestricted actions including demand, acceleration and filing of proofs of claim) with respect to the Corporation or any New Notes Guarantor, or the Collateral, until the passage of a standstill period of 180 days from the first date on which the agent under the Revolving Bank Facility, has received from the Collateral Agent written notice of its intention to take any such enforcement action or exercise such rights and remedies (the “Standstill Period”), which notice may only be delivered following the occurrence of and during the continuance of an event of default under the Notes, and thereafter following the expiry of the Standstill Period for so long as (i) the agent under the Revolving Bank Facility, is diligently pursuing an enforcement action or otherwise exercising control or rights and remedies with respect to a material portion of the collateral or is stayed or otherwise precluded from taking such enforcement action or exercising such control or rights and remedies, or (ii) the Corporation or any New Notes Guarantor is then subject to insolvency proceedings. In addition, because the lenders under the Revolving Bank Facility control the disposition of the Collateral, there is no guarantee that such lenders will exercise their rights in a manner that ensures the repayment of the New Second Lien Notes.

If the Revolving Bank Facility is no longer outstanding, then upon the occurrence of and during the continuance of an Event of Default (as defined in the “Description of Notes”), the Collateral Agent will have the right to exercise remedies with respect to the Collateral.

The guarantees by the New Notes Guarantors and the liens granted to secure the New Second Lien Notes and the guarantees thereof may be released if the agent under the Revolving Bank Facility releases the guarantees or liens granted in its favour.

Because the New Second Lien Notes are intended to be guaranteed and secured on the same basis as the Revolving Bank Facility (other than with respect to certain joint venture related guarantees and security provided solely in favour of the lenders under the Revolving Bank Facility, as set out above), the indenture governing the New Second Lien Notes provides for the release of guarantors and the release of liens granted by Sherritt and the New Notes Guarantors to secure the New Second Lien Notes and the guarantees thereof upon the release thereof by the agent

 

65


under the Revolving Bank Facility, and there is no guarantee that such lenders will exercise their discretion with respect to such releases in a manner that ensures the repayment of the New Second Lien Notes.

There may not be sufficient Collateral to pay all or any of the New Second Lien Notes.

No appraisal of the value of the Collateral has been made and the value of the Collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Consequently, liquidating the Collateral securing the New Second Lien Notes may not produce proceeds in an amount sufficient to pay any amounts due thereon.

The fair market value of the Collateral securing the New Second Lien Notes is subject to fluctuations based on factors that include, among others, the condition of Sherritt’s industry, Sherritt’s ability to collect its receivables or to sell the Collateral in an orderly sale, general economic conditions, the availability of buyers, local law restrictions on enforcement and other factors. The amount to be received upon a sale of the Collateral would be dependent on numerous factors, including, but not limited to, the actual fair market value of the Collateral at such time and the timing and the manner of the sale. By its nature, portions of the Collateral may be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or in an orderly manner. In the event of a foreclosure, liquidation, reorganization, bankruptcy or other insolvency proceeding, Sherritt cannot assure you that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay its obligations under the New Second Lien Notes. In addition, in the event of any such proceeding, the ability of the holders of the New Second Lien Notes to realize upon any of the Collateral may be subject to bankruptcy and insolvency Law limitations. See Appendix H—“Description of Notes – Security for the Notes – Bankruptcy and Insolvency Limitations.”

In the event of a bankruptcy or any insolvency or receivership proceeding involving the Corporation or any of the New Notes Guarantors, holders of the New Second Lien Notes may be deemed to have an unsecured claim to the extent that the Corporation’s obligations in respect of the New Second Lien Notes exceed the fair market value of the Collateral securing the New Second Lien Notes.

In any Canadian bankruptcy or other insolvency proceeding (including a receivership) with respect to the Corporation or any of the New Notes Guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession, the receiver or competing creditors will assert that the fair market value of the Collateral with respect to the New Second Lien Notes is less than the then-current principal amount of the New Second Lien Notes. If the New Second Lien Notes are under-collateralized, the claims in the bankruptcy or other insolvency or proceeding with respect to the New Second Lien Notes could be comprised of both a secured claim (to the extent of the value of the collateral securing such claim) and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the Collateral. In such event, the secured claims of the holders of the New Second Lien Notes would be limited to the value of the Collateral. Other rights of secured creditors under applicable bankruptcy or insolvency Laws in respect of the under-collateralized portion of the New Second Lien Notes may also be affected by the under-collateralization.

Under Canadian bankruptcy and insolvency statutes, a court may grant an order authorizing interim financing which ranks in priority to the claim of any other secured creditor of the debtor. In such a circumstance, the court must consider a number of factors including whether any creditor may be materially prejudiced. Also, in a Canadian bankruptcy or insolvency proceeding, classification of the claims under the New Second Lien Notes will be governed by factors set out in the governing statute and jurisprudential Law and any claims process conducted, whether pursuant to statute or court order.

Certain assets will be excluded from the Collateral, including assets of Sherritt’s immaterial subsidiaries and non-wholly owned subsidiaries that do not guarantee the New Second Lien Notes.

Certain assets are excluded from the Collateral securing the New Second Lien Notes including real property, certain non-material assets, as well as other typical exclusions, such as capital stock of non-wholly owned subsidiaries if the pledge of such capital stock would violate a contractual obligation, letters of credit for identified purposes or a contract or license if the grant of a lien would violate a contract, license or agreement.

 

66


Your rights in the Collateral may be adversely affected by the failure to perfect security interests in certain collateral acquired in the future.

Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the New Indenture Trustee or the Collateral Agent will monitor, or that the Corporation will inform the New Indenture Trustee or the Collateral Agent of, the future acquisition of property and rights that constitute Collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired Collateral. The Collateral Agent under the New Second Lien Notes has no obligation to monitor the acquisition of additional property or rights that constitute Collateral or the perfection of any security interest in favour of the notes against third parties.

Rights of holders of the New Second Lien Notes in the Collateral may be adversely affected by the failure to create or perfect security interests in certain collateral on a timely basis, and a failure to create or perfect such security interests on a timely basis or at all may result in a default under the New Notes Indenture and other agreements governing Sherritt’s indebtedness.

If Sherritt, or any New Notes Guarantor, were to become subject to Canadian bankruptcy or other insolvency proceedings, you may not be permitted to perfect or make registrations in respect of the liens once such proceedings have been commenced. Also, any liens recorded or perfected after the issue date of the New Second Lien Notes may face a greater risk of being declared void or set aside than if they had been recorded or perfected on the issue date. Under Canadian bankruptcy or other insolvency proceedings, a lien granted on the eve of insolvency to secure previously existing debt is more likely to be set aside or voided by the court than if delivered and promptly recorded on the issue date. Accordingly, if Sherritt or a New Notes Guarantor were to file for bankruptcy protection or become subject to other insolvency proceedings after the issue date of the New Second Lien Notes and the liens had been perfected on the eve of the commencement of such proceedings, the liens securing the New Second Lien Notes may be subject to challenge as a result of having been perfected after the issue date. To the extent that such a challenge was successful, you may lose the benefit of the security that the Collateral is intended to provide.

In Canada, there are remedies available under federal and provincial legislation to review certain transactions such as the transactions discussed herein, as, among other things, preferences or transfers at undervalue. If established, such transactions may be declared void or set aside, which may affect the perfection and validity of the liens and other interests described above. In the case of transfers at undervalue, the review period is usually twelve months from the commencement of the relevant proceeding for arm’s length transfers and five years for non-arm’s length transfers. In the case of preferences, the review period is usually three months from the commencement of the relevant proceeding for arm’s length transfers and twelve months for non-arm’s length transfers. The review period varies for other remedies. Such a proceeding may be commenced by the trustee in bankruptcy, a receiver, a monitor under the Companies’ Creditors Arrangement Act (the “CCAA”) or a creditor of the debtor or other interested parties.

Additionally, a failure, for any reason that is not permitted or contemplated under the Collateral Documents, to perfect the security interest in the properties included in the collateral package may result in a default under the New Notes Indenture and other agreements governing Sherritt’s indebtedness.

Any future pledge of Collateral in favour of the holders of the New Second Lien Notes might be voidable in bankruptcy or other insolvency proceedings (including receivership).

The New Notes Indenture provides that the Corporation’s future wholly-owned subsidiaries will guarantee the New Second Lien Notes and secure their guarantees with liens on any assets they own that would constitute collateral, and that the Corporation will grant liens on certain property that it and the New Notes Guarantors acquire after the New Second Lien Notes are issued.

In Canada, there are a number of remedies under federal and provincial legislation available to a trustee in bankruptcy, creditors of the debtor, a receiver, a monitor appointed in a CCAA proceeding and other interested parties under the CCAA to seek to set aside or void a future pledge of collateral for existing indebtedness.

 

67


There are circumstances other than repayment or discharge of the New Second Lien Notes under which the Collateral securing the New Second Lien Notes and guarantees will be released automatically, without your consent or the consent of the Collateral Agent.

Under various circumstances, Collateral securing the New Second Lien Notes will be released automatically, including:

 

   

as to all or any portion of Collateral which has been taken by eminent domain, condemnation or other similar circumstances;

 

   

upon satisfaction and discharge of the New Notes Indenture;

 

   

upon a legal defeasance or covenant defeasance under the New Notes Indenture;

 

   

a sale, transfer or other disposal of such Collateral by Sherritt or any New Notes Guarantor (other than to Sherritt or another New Notes Guarantor) in a transaction not prohibited under the New Notes Indenture;

 

   

with respect to Collateral held by a New Notes Guarantor, upon the release of such New Notes Guarantor from its guarantee concurrently with the release of such guarantee (including in connection with the designation of a subsidiary guarantor as an Unrestricted Subsidiary);

 

   

in accordance with the applicable provisions of the Collateral Documents and the Intercreditor Agreement, including upon any sale or enforcement by the agent under the Revolving Bank Facility.

In addition, the guarantee of a subsidiary guarantor will be automatically released in connection with a sale of such subsidiary guarantor in a transaction permitted under the applicable New Notes Indenture.

The New Notes Indenture will also permit Sherritt to designate one or more of its Restricted Subsidiaries that is a New Notes Guarantor of the New Second Lien Notes as an Unrestricted Subsidiary. If Sherritt designates a subsidiary guarantor as an Unrestricted Subsidiary for purposes of the New Notes Indenture, all of the liens on any Collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the New Second Lien Notes by such subsidiary or any of its subsidiaries will be released under the New Notes Indenture, but not necessarily under the Revolving Bank Facility. Designation of an Unrestricted Subsidiary will reduce the aggregate value of the Collateral securing the New Second Lien Notes to the extent that liens on the assets of the Unrestricted Subsidiary and its subsidiaries are released. In addition, the creditors of the Unrestricted Subsidiary and its subsidiaries will have a senior claim on the assets of such Unrestricted Subsidiary and its subsidiaries.

The Corporation will in most cases have control over the Collateral.

The Collateral Documents generally allow the Corporation and the New Notes Guarantors to remain in possession of, to retain exclusive control over, to freely operate and to collect, invest and dispose of any income from, the Collateral. These rights may adversely affect the value of the Collateral at any time.

The New Second Lien Notes will be structurally subordinated to all obligations of Sherritt’s current and future subsidiaries that do not become guarantors of the New Second Lien Notes.

The New Second Lien Notes will be guaranteed by each of Sherritt’s existing and subsequently acquired or organized wholly-owned subsidiaries other than Unrestricted Subsidiaries. Except for such guarantees of the New Second Lien Notes, Sherritt’s subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the New Second Lien Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. Further, even if the subsidiary is a New Notes Guarantor, it may not be able to, or may not be permitted to, make distributions to enable Sherritt to make payments in respect of its indebtedness, including the New Second Lien Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Corporation’s ability to obtain cash from them, including restrictions under the local laws of those jurisdictions in which such subsidiaries are formed or conduct business. Although the New Notes Indenture and the agreements governing certain of the Corporation’s other existing indebtedness will

 

68


limit the ability of certain subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to the Corporation, these limitations are subject to certain qualifications and exceptions. In the event that the Corporation does not receive distributions from its subsidiaries, it may be unable to make required principal and interest payments on its indebtedness, including the New Second Lien Notes.

The New Second Lien Notes will be structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary such that, in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor, all of such subsidiary’s creditors (including trade creditors and preferred stockholders, if any) would be entitled to payment in full out of such subsidiary’s assets before the Corporation would be entitled to any payment.

In addition, the New Notes Indenture, subject to some limitations, permits these subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

In addition, the Corporation’s subsidiaries that provide, or will provide, guarantees of the New Second Lien Notes will be automatically released from such guarantees upon the occurrence of certain events, including the following:

 

   

the designation of such subsidiary guarantor as an Unrestricted Subsidiary under the New Notes Indenture;

 

   

the release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the New Second Lien Notes by such subsidiary guarantor; or

 

   

the sale or other disposition, including the sale of substantially all the assets, of such subsidiary guarantor in accordance with the terms of the New Notes Indenture.

If any such subsidiary guarantee is released, a holder of the New Second Lien Notes will not have a claim as a creditor against any such subsidiary and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of such subsidiary will be effectively senior to the claim of any holders of the notes.

The Corporation may not be able to repurchase the New Second Lien Notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, the Corporation will be required to offer to repurchase all outstanding New Second Lien Notes at 101% of their principal amount, plus accrued and unpaid interest to the purchase date. The source of funds for any purchase of the New Second Lien Notes and repayment of the Corporation’s credit facilities will be the Corporation’s available cash or cash generated from its subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. The Corporation may not be able to repurchase the New Second Lien Notes upon a change of control because it may not have sufficient financial resources to purchase all of the New Second Lien Notes that are tendered upon a change of control and repay its other indebtedness that will become due. The Corporation may require additional financing from third parties to fund any such purchases, and cannot assure you that it would be able to obtain financing on satisfactory terms or at all. Further, the Corporation’s ability to repurchase the notes may be limited by Law and the terms of the Revolving Bank Facility. In order to avoid the obligations to repurchase the New Second Lien Notes and events of default and potential breaches of the Revolving Bank Facility, the Corporation may have to avoid certain change of control transactions that would otherwise be beneficial to it.

In addition, certain important corporate events, such as leveraged recapitalizations, may not, under the New Second Lien Notes, constitute a “change of control” that would require the Corporation to repurchase the New Second Lien Notes, notwithstanding the fact that such corporate events could increase the level of the Corporation’s indebtedness or otherwise adversely affect its capital structure, credit ratings or the value of the New Second Lien Notes.

 

69


Holders of the New Second Lien Notes may not be able to determine when a change of control giving rise to their right to have the New Second Lien Notes repurchased has occurred following a sale of “substantially all” of Sherritt’s assets.

The definition of change of control in the New Notes Indenture includes a phrase relating to the sale of “all or substantially all” of Sherritt’s assets. There is no precise established definition of the phrase “substantially all” under applicable Law. Accordingly, the ability of a holder of New Second Lien Notes to require Sherritt to repurchase its notes as a result of a sale of less than all of Sherritt’s assets to another person may be uncertain.

Canadian bankruptcy and insolvency Laws may impair the enforcement of remedies under the New Second Lien Notes.

The rights of the Collateral Agent to enforce remedies are likely to be significantly impaired by applicable Canadian federal bankruptcy, insolvency and other restructuring legislation in the event the Corporation becomes bankrupt, insolvent or receivership or other restructuring proceedings are commenced with respect to the Corporation. For example, both the Bankruptcy and Insolvency Act (Canada) (the “BIA”) and the CCAA contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and others. Under Canadian insolvency Laws, a debtor is able to prepare and file a proposal or plan of compromise or arrangement to be voted on by the various classes of its affected creditors. A proposal, compromise or arrangement if accepted by the requisite majorities of each affected class of creditors, and if sanctioned by the relevant Canadian court, would be binding on all creditors within each affected class regardless of whether they voted to accept the proposal. The proposal or plan can result in any claims against the debtor company being compromised or extinguished. Moreover, these Laws permit the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument during the period the stay against proceedings remains in place.

The powers of the court under the BIA and particularly under the CCAA have been exercised broadly to protect an entity attempting to restructure its affairs from actions taken by creditors and other parties. Accordingly, the Corporation cannot predict whether payments under the New Second Lien Notes would be made during any Canadian proceedings in bankruptcy, insolvency (including receivership) or other restructuring, whether or when the Collateral Agent could exercise its rights under the New Notes Indenture or whether and to what extent holders of the New Second Lien Notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursement of the trustee.

The Corporation is formed under the Laws of Canada and its provinces and the Corporation’s principal place of business and all of its assets are currently located in Canada. Therefore, Canada would be the more likely jurisdiction than the U.S. for the commencement of any bankruptcy or insolvency proceedings. Chapter 15 of the U.S. Bankruptcy Code and Part IV of the CCAA provide for the recognition of foreign insolvency proceedings. Courts in either jurisdiction have the authority to recognize a foreign insolvency proceeding as either a foreign main proceeding or a foreign non-main proceeding, on the proof of certain threshold requirements. In order for a Canadian court to recognize a U.S. insolvency proceeding as a foreign main proceeding, it would have to be satisfied, among other things, that the U.S. is the jurisdiction of the debtor’s centre of main interests. In Canada, in the absence of proof to the contrary, a debtor company’s registered office is deemed to be the centre of its main interest. Because the Corporation’s registered office is located in Canada, it is uncertain whether the Corporation would be an eligible debtor under the U.S. Bankruptcy Code and, if the Corporation were to seek protection under U.S. bankruptcy Laws, it is uncertain whether such proceedings would be recognized by Canadian courts, particularly as a foreign main proceeding. Likewise, if the Corporation were to seek protection in the Canadian courts under Canadian bankruptcy and insolvency Laws, it is uncertain whether an appropriate foreign representative would seek to commence an ancillary proceeding under Chapter 15 of the U.S. Bankruptcy Code and, if so, whether such foreign proceedings would be recognized by U.S. Bankruptcy courts as a foreign main or a foreign non-main proceeding.

 

70


In the event of the Corporation’s bankruptcy or the commencement of other insolvency proceedings (including receivership) available to the Corporation, the ability of the holders of the New Second Lien Notes to realize upon the Collateral will be subject to certain limitations.

The ability of holders of the New Second Lien Notes to realize upon the Collateral will be subject to certain limitations in the event of Canadian bankruptcy or insolvency proceedings. Under Canadian bankruptcy and insolvency Laws upon the commencement of a bankruptcy or insolvency proceeding, a stay of proceedings is imposed (automatically or, in CCAA and receivership proceedings, by court order) which, among other things, stays:

 

   

the commencement or continuation of any action or proceeding against the debtor that was or could have been commenced before the commencement of the bankruptcy or other insolvency proceedings to recover a claim against the debtor that arose before the commencement of such proceedings;

 

   

any act to obtain possession of, or control over, property of the debtor’s estate or the debtor;

 

   

any act to create or enforce any lien against property of the debtor’s estate or the debtor (provided that certain rights to perfect or re-perfect existing security interests is unaffected by the stay of the proceedings); and

 

   

any act to collect or recover a claim against the debtor that arose before the commencement of the bankruptcy or other insolvency proceedings.

In Canada, under the CCAA and the BIA, secured creditors may be prevented from enforcing on their security from a debtor company in a proceeding without approval from the court supervising the proceeding, and may be prevented from disposing of security repossessed from such debtor without court approval. In restructuring proceedings under the CCAA or the BIA, the debtor may continue to retain collateral, including cash collateral, even though the debtor is in default under applicable debt instruments.

Under Canadian bankruptcy and insolvency statutes, a court may grant an order authorizing interim financing which ranks in priority to the claim of any other secured creditor of the debtor. In such a circumstance, the court must consider a number of factors including whether any creditor may be materially prejudiced. The court may provide protections in the face of material prejudice. However, this power is discretionary, and Sherritt cannot predict when, or whether, the agent under the Revolving Bank Facility could realize upon the Collateral, or whether, or to what extent, holders of the New Second Lien Notes would be compensated for any delay in payment or loss of value of the Collateral.

The Corporation may be unable to repay or repurchase the New Second Lien Notes at maturity.

At the maturity date for the New Second Lien Notes, the entire remaining outstanding principal amount of the New Second Lien Notes, together with accrued and unpaid interest, will become due and payable. The Corporation may not have the funds to fulfill these obligations or the ability to refinance these obligations. If the relevant maturity date occurs at a time when other arrangements prohibit the Corporation from repaying the New Second Lien Notes, it could try to obtain waivers of such prohibitions from the lenders and holders under those arrangements, or it could attempt to refinance the borrowings that contain the restrictions. In these circumstances, if the Corporation cannot obtain such waivers or refinance these borrowings, it would be unable to repay the New Second Lien Notes.

Tax Risks

The tax laws of any applicable country, province, state or territory (including Canadian and United States federal income tax laws), and the administrative application and interpretation of such laws, are subject to change. Any change in the tax laws that are applicable to Sherritt or the interests held by a Voting Party in Sherritt, or the administrative application or interpretation of such laws, could have an adverse impact on such Voting Party’s interests in Sherritt.

 

71


While Sherritt is confident in its tax filing positions in connection with the Transaction, it has not sought or obtained from any tax authority advance confirmation of such positions (including an advance income tax ruling from the Canada Revenue Agency or a private letter ruling from the IRS), therefore it is possible that such positions may be successfully challenged by tax authorities, which could result in materially different tax consequences than anticipated. The summary under “Certain Canadian Federal Income Tax Considerations” set out below does not consider all possible tax consequences relating to the Transaction. In addition, it is possible that the Canadian and/or United States tax authorities could take positions or adopt interpretations regarding the applicable tax consequences to Debtholders and Shareholders that differ from those set out in this Circular. Debtholders and Shareholders should consult their own tax advisors.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations arising in connection with the Transaction generally applicable to Noteholders and Shareholders (collectively, “Holders”) who, at all relevant times, for purposes of the Tax Act: (i) deal at arm’s length with and are not affiliated with the Corporation; (ii) beneficially own their Existing Notes and Common Shares (as applicable) including all entitlements to payments thereunder, and will beneficially own their Common Shares and New Second Lien Notes (as applicable); (iii) hold their Existing Notes and Common Shares (as applicable) and will hold their Common Shares and New Second Lien Notes (as applicable) as capital property; and (iv) have not entered into or will not enter into, in respect of the Existing Notes, Common Shares or New Second Lien Notes (as applicable) a “synthetic disposition arrangement” or a “derivative forward agreement” for purposes of the Tax Act. The Existing Notes, Common Shares or New Second Lien Notes will generally be considered to be capital property of a Holder unless either the Holder holds (or will hold) such Existing Notes, Common Shares or New Second Lien Notes in the course of carrying on a business or the Holder has acquired such Existing Notes, Common Shares or New Second Lien Notes in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act and counsel’s understanding of the current published administrative practices and policies of the Canada Revenue Agency. The summary also takes into account all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and assumes that all such Tax Proposals will be enacted as proposed. This summary does not otherwise take into account or anticipate any changes in Law, whether by way of legislative, judicial or administrative action or interpretation, nor does it address any provincial, territorial or foreign tax considerations. No assurance can be given that the Tax Proposals will be enacted in the form proposed or at all.

This summary is not intended to be, nor should it be construed as, legal or tax advice to any particular Holder. Holders are urged to consult a tax advisor concerning the tax consequences to them of the Transaction.

For purposes of the Tax Act, all amounts relevant in computing the income, taxable income and taxes payable by a Holder, including the cost and adjusted cost base of Existing Notes, Common Shares and New Second Lien Notes must be determined in Canadian dollars based on the exchange rate quoted by the Bank of Canada on the relevant date (or, if there is no such rate quoted for the relevant date, the closest preceding date for which such a rate is quoted) or such other rate of exchange that is acceptable to the Minister of National Revenue.

Stated Capital Reduction

Generally, there will be no immediate Canadian income tax consequences under the Tax Act to any Shareholder as a consequence of the Stated Capital Reduction, nor will the Stated Capital Reduction affect a Shareholder’s adjusted cost base of the Common Shares for purposes of the Tax Act. However, the Stated Capital Reduction will result in the reduction of paid-up capital (as defined in the Tax Act) (“PUC”) of the Common Shares by an amount equal to the Stated Capital Reduction. PUC is generally the aggregate of all amounts received by a corporation upon the issuance of its shares (by class), adjusted in certain circumstances in accordance with the Tax Act.

The Stated Capital Reduction may have an effect in the future, in certain circumstances, including if the Corporation makes a distribution to Shareholders or is wound-up, or if the Corporation repurchases any Common Shares.

 

72


Generally, upon such transactions, the Shareholder will be deemed to have received a dividend to the extent that the amount paid or distributed by the Corporation exceeds the PUC of the Common Shares.

Holders Resident in Canada

The following discussion applies to a Holder who, for purposes of the Tax Act, and at all relevant times, is or is deemed to be a resident of Canada (a “Canadian Holder”). Certain Canadian Holders whose Existing Notes or New Second Lien Notes might not otherwise qualify as capital property may, in certain circumstances, treat such Existing Notes or New Second Lien Notes (and all other “Canadian securities” as defined in the Tax Act) as capital property by making an irrevocable election pursuant to subsection 39(4) of the Tax Act. Such Canadian Holders should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

This portion of the summary is not applicable to a Holder: (i) that is a “financial institution” (as defined in the Tax Act) for purposes of the “mark-to-market rules”; (ii) that is a “specified financial institution” (as defined in the Tax Act); (iii) an interest in which is a “tax shelter investment” for purposes of the Tax Act; or (iv) that has made a functional currency reporting election under the Tax Act. Such Holders should consult a tax advisor having regard to their particular circumstances.

Exchange of Existing Notes

A Canadian Holder of Existing Notes will be considered to have disposed of its Existing Notes on the Effective Date in consideration for New Second Lien Notes and, if such Canadian Holder is an Early Consenting Noteholder, its Noteholder Early Consent Cash Consideration, upon the exchange of such Existing Notes for such New Second Lien Notes and cash (if any). Such consideration shall be paid first in respect of any accrued and unpaid interest, and second in respect of the unpaid principal amount of the Existing Notes.

Any Canadian Holder that is a corporation, partnership, unit trust or any trust of which a corporation or partnership is a beneficiary will generally be required to include in its income for a taxation year the amount of interest accrued or deemed to accrue on the Existing Notes up to the Effective Date or that became receivable or was received by it on or before the Effective Date (except to the extent that such interest was otherwise included in computing income for the year or a preceding year). Any other Canadian Holder (including an individual) will be required to include in income for a taxation year any interest on the Existing Notes received or receivable by such Canadian Holder in the year (depending upon the method regularly followed by the Canadian Holder in computing income) except to the extent that such interest was otherwise included in its income for the year or a preceding year. Where a Canadian Holder is required to include an amount in income on account of interest on the Existing Notes that accrues in respect of the period prior to the date of acquisition by such Canadian Holder, the Canadian Holder should be entitled to a deduction of an equivalent amount in computing income. Where a Canadian Holder is required to include an amount in income on account of interest on the Existing Notes, the Canadian Holder should be entitled to a deduction of an equivalent amount in computing income to the extent that such amount is forgiven and is not paid.

In general terms, a Canadian Holder will realize a capital gain (or capital loss) equal to the amount by which the Canadian Holder’s proceeds of disposition, less any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Canadian Holder of its Existing Notes, determined immediately before the exchange. The proceeds of disposition to a Canadian Holder which disposes of its Existing Notes in exchange for New Second Lien Notes will be an amount equal to the aggregate fair market value (at the time of the exchange) of the New Second Lien Notes received by such Canadian Holder on the exchange, less the fair market value of any New Second Lien Notes received in respect of the payment of interest. Early Consenting Noteholders should consult their own tax advisors with respect to determining the proceeds of disposition of their Existing Notes.

Generally, a portion of any capital loss realized on the exchange of Existing Notes may be denied, equal to the loss otherwise determined multiplied by the portion that the fair market value of the New Second Lien Notes received is of the aggregate of the fair market value of the New Second Lien Notes and Noteholder Early Consent Cash Consideration (if any) received. Noteholders should consult their own tax advisors with respect to any potential loss denial. The tax treatment of any such capital gain (or capital loss) is described below under “Taxation of Capital Gains and Capital Losses”.

 

73


A Canadian Holder generally will be considered to have acquired the New Second Lien Notes on the exchange at a cost equal to the fair market value of such New Second Lien Notes at the time of the exchange, plus any denied loss realized on the disposition of the Existing Notes described above.

Interest on New Second Lien Notes

A Canadian Holder that is a corporation, partnership, unit trust or any trust of which a corporation or partnership is a beneficiary generally will be required to include in its income for a taxation year the amount of interest accrued or deemed to accrue on the New Second Lien Notes to the end of the year or that became receivable or was received by it before the end of the year (except to the extent that such interest was otherwise included in computing income for the year or a preceding year). Any other Canadian Holder (including an individual) will be required to include in income for a taxation year any interest on the New Second Lien Notes received or receivable by such Canadian Holder in the year (depending upon the method regularly followed by the Canadian Holder in computing income) except to the extent that such interest was otherwise included in its income for the year or a preceding year. Such other Canadian Holders will also be required to include in its income any interest that accrues on the New Second Lien Notes up to any anniversary date (as defined in the Tax Act) of the New Second Lien Notes in the year to the extent such amount was not otherwise included in such Canadian Holder’s income for the year or a preceding year.

Disposition of New Second Lien Notes

On a disposition or deemed disposition of New Second Lien Notes (including on redemption, repurchase for cancellation or repayment on maturity), a Canadian Holder generally will be required to include in its income for the taxation year in which the disposition or deemed disposition occurs the amount of any interest accrued or deemed to accrue on the New Second Lien Notes to the date of such disposition or deemed disposition (except to the extent that such interest was otherwise included in computing income for the year or a preceding year). Where the Canadian Holder has disposed of the New Second Lien Notes for consideration equal to the fair market value of such New Second Lien Notes, the Canadian Holder may be entitled to a deduction to the extent that the aggregate amount of interest included in computing the Canadian Holder’s income for the year of disposition or a previous year exceeds amounts received or receivable in respect of such interest. Canadian Holders are advised to consult with a tax advisor in these circumstances.

In general terms, a disposition or deemed disposition of New Second Lien Notes will result in a capital gain (or capital loss) equal to the amount, if any, by which the Canadian Holder’s proceeds of disposition, less any amount included in the Canadian Holder’s income as interest and any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Canadian Holder of such New Second Lien Notes immediately before the disposition. The tax treatment of any such capital gain (or capital loss) is described below under “Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

In general, one-half of any capital gain (a “taxable capital gain”) realized by a Canadian Holder in a taxation year will be included in the Canadian Holder’s income in the year and one-half of the amount of any capital loss (an “allowable capital loss”) realized by a Canadian Holder in a taxation year is required to be deducted from taxable capital gains realized by the Canadian Holder in the year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back three years or forward indefinitely, subject to the rules in the Tax Act.

Additional Refundable Tax

A Canadian Holder that is throughout the taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a tax, a portion of which may be refundable, on certain investment income including amounts in respect of interest and taxable capital gains.

Alternative Minimum Tax

A Canadian Holder that is an individual (other than certain trusts) may be subject to alternative minimum tax under the Tax Act if the Canadian Holder realizes capital gains.

 

74


Eligibility for Investment

Provided that the Common Shares are listed on a designated stock exchange as defined in the Tax Act (which currently includes the TSX) at the relevant time, the New Second Lien Notes will be a qualified investment under the Tax Act for trusts governed by a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), deferred profit sharing plan, registered disability savings plan (“RDSP”), registered education savings plan (“RESP”) and tax-free savings account (“TFSA”).

Notwithstanding that the New Second Lien Notes may be a qualified investment for a trust governed by a RRSP, RRIF, RDSP, RESP or TFSA, the holder or subscriber of or annuitant under such plan will be subject to a penalty tax if such New Second Lien Notes are a “prohibited investment” under the Tax Act for such RRSP, RRIF, RDSP, RESP or TFSA. The New Second Lien Notes generally will not be a “prohibited investment” for a RRSP, RRIF, RDSP, RESP or TFSA unless the holder or subscriber of or annuitant under such plan has a “significant interest” (as defined in the Tax Act) in the Corporation. In addition, the New Second Lien Notes generally will not be a “prohibited investment” if they are “excluded property” as defined in the Tax Act.

Holders Not Resident in Canada

The following discussion applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times: (i) is not and is not deemed to be a resident of Canada; (ii) does not use or hold any Existing Notes, and will not use or hold any New Second Lien Notes in carrying on a business in Canada; (iii) deals at arm’s length with any transferee resident (or deemed to be resident) in Canada to which the Holder disposes of Existing Notes or New Second Lien Notes; and (iv) is not an insurer who carries on an insurance business in Canada and elsewhere or an authorized foreign bank that carries on a Canadian banking business (each, a “Non-Resident Holder”).

The following discussion is not applicable to a Non-Resident Holder that is a “specified shareholder” (as defined in subsection 18(5) the Tax Act) of the Corporation or that does not deal at arm’s length for purposes of the Tax Act with a “specified shareholder” of the Corporation. Generally, for this purpose, a “specified shareholder” of a corporation is a shareholder that owns or is deemed to own, either alone or together with persons with which the shareholder does not deal at arm’s length for purposes of the Tax Act, shares of the capital stock of the corporation that either: (i) give such holders 25% or more of the votes that could be cast at an annual meeting of the shareholders; or (ii) have a fair market value of 25% or more of the fair market value of all of the issued and outstanding shares of the corporation’s capital stock. Such Non-Resident Holders should consult a tax advisor. This summary assumes that no interest paid on the Existing Notes or New Second Lien Notes will be in respect of a debt or other obligation to pay an amount to a person with whom the Corporation does not deal at arm’s length within the meaning of the Tax Act.

Exchange of Existing Notes

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain and will not be able to deduct the allowable portion of any capital loss realized by such Non-Resident Holder on the disposition of its Existing Notes.

A Non-Resident Holder will not be subject to Canadian withholding tax under the Tax Act in respect of the accrued and unpaid interest that is paid in respect of the Existing Notes.

Interest on New Second Lien Notes

A Non-Resident Holder should not be subject to Canadian withholding tax under the Tax Act in respect of amounts paid or credited, or deemed to have been paid or credited, by the Corporation as, on account of, or in satisfaction of, interest on the New Second Lien Notes.

 

75


Disposition of New Second Lien Notes

On a disposition or deemed disposition of New Second Lien Notes (including on redemption, repurchase for cancellation or repayment on maturity), a Non-Resident Holder will not be subject to tax under the Tax Act.

EXPERTS

Certain Canadian legal matters relating to matters described in this Circular are to be passed upon by Goodmans LLP on behalf of the Corporation. Certain U.S. Securities Laws relating to matters described in this Circular are to be passed upon by Torys LLP on behalf of the Corporation. Certain matters relating to the Paradigm Capital Opinions described in this Circular are to be passed upon by Paradigm Capital. As at March 6, 2020, the partners and associates of Goodmans LLP and Torys LLP, and the employees of Paradigm Capital, each beneficially owned, directly or indirectly, less than 1% of each of the outstanding Existing Notes and Common Shares.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year end of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meetings. As disclosed above, certain directors and/or officers hold certain Common Shares, Existing Notes and/or director deferred share units in amounts that are not material.

OTHER BUSINESS

The Board is not aware of any matters intended to come before the Meetings other than those items of business set forth in the attached Notices of Meetings accompanying this Circular. If any other matters properly come before the Meetings, it is the intention of the persons named in the applicable proxy to vote in respect of those matters in accordance with their judgment.

ADDITIONAL INFORMATION

Financial information for the Corporation’s most recently completed financial year is provided in the Corporation’s 2019 Financial Statements and 2019 MD&A. Copies of these documents, the 2018 AIF, the 2019 AGM Circular and this Circular are available upon written request from the Corporate Secretary of Sherritt at Bay Adelaide Centre, East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4 and are also available electronically on SEDAR at www.sedar.com.

 

76


APPROVAL OF BOARD OF DIRECTORS

The contents and sending of this Circular and its distribution to Debtholders and Shareholders have been approved by the Board of Directors.

DATED at Toronto, Ontario, this 6th day of March, 2020.

SHERRITT INTERNATIONAL CORPORATION

BY ORDER OF THE BOARD OF DIRECTORS

 

(signed) “David Pathe”

Chief Executive Officer

Sherritt International Corporation

 

77


CONSENT OF PARADIGM CAPITAL

We hereby consent to the inclusion of our firm’s name and to the references to (a) our firm’s opinion dated February 25, 2020 (the “CBCA Opinion”) in the form described in paragraph 4.04 of Industry Canada’s Policy Statement 15-1 – Policy Concerning Arrangements under Section 192 of the Canada Business Corporations Act and (b) our firm’s opinion dated February 25, 2020 (the “Fairness Opinion”) with respect to the fairness, from a financial point of view, of the Transaction to Sherritt International Corporation (the “Corporation”), in the management information circular of the Corporation dated March 6, 2020 (the “Circular”) and to the inclusion of the CBCA Opinion and Fairness Opinion in their entirety and summaries thereof in the Circular and to the filings thereof by the Corporation with the CBCA Director, with the securities regulatory authorities in each province and territory of Canada and with the Ontario Superior Court of Justice (Commercial List). In providing our consent herein, we do not intend that any person other than the Board of Directors of the Corporation shall rely upon such opinions.

 

Toronto, Ontario

March 6, 2020

      (signed) “Paradigm Capital Inc.

 

78


APPENDIX A

DEBTHOLDERS’ ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

 

1.

the arrangement (as the same may be, or may have been, amended, modified or supplemented, the “Arrangement”) pursuant to Section 192 of the Canada Business Corporations Act (the “CBCA”) of Sherritt International Corporation (the “Corporation”) and 11722573 Canada Ltd. (together with the Corporation, the “Applicants”) and involving Sherritt International Oil and Gas Limited, Sherritt International (Bahamas) Inc., Sherritt Power (Bahamas) Inc., SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), Sherritt Utilities Inc., Canada Northwest Oils (Europe) B.V., CNWL Oil (Espana) S.A. and Madagascar Mineral Investments Ltd. as more particularly described and set forth in the plan of arrangement (the “Plan”) set forth in Appendix C to the management information circular of the Corporation dated March 6, 2020 (the “Circular”), is hereby authorized, approved and adopted;

 

2.

the Plan, as it has been or may be amended, modified or supplemented in accordance with the Plan, is hereby authorized, approved and adopted;

 

3.

the arrangement agreement (as the same may be, or may have been, amended, modified or supplemented, the “Arrangement Agreement”) dated February 25, 2020 between the Applicants as described in the Circular and set forth in Appendix D to the Circular, is hereby authorized and approved and the actions of the Board of Directors of the Corporation in approving the Arrangement Agreement, the Plan and the Arrangement and the actions of the Board of Directors of the Corporation in executing and delivering the Arrangement Agreement and causing the performance by the Corporation of its obligations thereunder, are hereby authorized, ratified and approved;

 

4.

notwithstanding the passing of this resolution or the passing of similar resolutions or the approval of the Ontario Superior Court of Justice (Commercial List), the Board of Directors of the Corporation, without further notice to, or approval of, the Noteholders or the CFA Lenders (as such terms are defined in the Circular), are hereby authorized and empowered to (a) amend the Plan and Arrangement Agreement, to the extent permitted by the Plan and Arrangement Agreement, and (b) determine not to proceed with the Arrangement at any time prior to the Arrangement becoming effective pursuant to the provisions of the CBCA;

 

5.

any director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation (whether under corporate seal or otherwise), to execute and deliver, or cause to be executed, under the seal of the Corporation or otherwise, and delivered articles of arrangement and any and all other documents, agreements and instruments and to perform, or cause to be performed by, such other acts and things, as in such person’s opinion may be necessary or desirable to give full effect to these resolutions and the matters authorized hereby, including the transactions required and/or contemplated by the Arrangement and the Plan, such determination to be conclusively evidenced by the execution and delivery of such documents, agreements or other instruments or the doing of any such act or thing;

 

6.

notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to revoke this resolution.

 

A-1


APPENDIX B

STATED CAPITAL REDUCTION RESOLUTION

BE IT RESOLVED, as a special resolution that:

 

1.

pursuant to subsection 38(1) of the Canada Business Corporations Act, the stated capital in respect of the common shares of Sherritt International Corporation (the “Corporation”) be reduced to $575 million, without any payment thereon;

 

2.

any one director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation (whether under corporate seal or otherwise), to execute and deliver, or cause to be executed and delivered, any and all documents, agreements and instruments and to perform, or cause to be performed, all such other acts and things, as in such person’s opinion may be necessary or desirable to give full effect to these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents or other instruments or the doing of any such act or thing; and

 

3.

notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to revoke this special resolution.

 

B-1


APPENDIX C

PLAN OF ARRANGEMENT

SEE ATTACHED

 

C-1


Court File No. CV-20-636938-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD., AND INVOLVING SHERRITT INTERNATIONAL OIL AND GAS LIMITED, SHERRITT INTERNATIONAL (BAHAMAS) INC., SHERRITT POWER (BAHAMAS) INC., SICOG OIL AND GAS LIMITED (FORMERLY SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED), SHERRITT UTILITIES INC., CANADA NORTHWEST OILS (EUROPE) B.V., CNWL OIL (ESPANA) S.A., AND MADAGASCAR MINERAL INVESTMENTS LTD.

PLAN OF ARRANGEMENT

, 2020

 

C-2


TABLE OF CONTENTS

 

          Page  

ARTICLE 1 INTERPRETATION

     1  
1.1   

Definitions

     1  
1.2   

Certain Rules of Interpretation

     14  
1.3   

Governing Law

     15  
1.4   

Currency

     15  
1.5   

Date for Any Action

     15  
1.6   

Time

     15  

ARTICLE 2 TREATMENT OF AFFECTED PARTIES

     15  
2.1   

Treatment of Noteholders

     15  
2.2   

Treatment of CFA Lenders

     16  
2.3   

Alternative CFA Lender Transaction

     17  

ARTICLE 3 ISSUANCES, DISTRIBUTIONS AND PAYMENTS

     18  
3.1   

Delivery of Noteholder Early Consent Cash Consideration

     18  
3.2   

Delivery of New Second Lien Notes

     18  
3.3   

Delivery of Ambatovy Shares and Ambatovy Debt

     18  
3.4   

No Liability in respect of Deliveries

     18  
3.5   

Surrender and Cancellation of Existing Notes

     19  
3.6   

Application of Plan Distributions

     19  
3.7   

Withholding Rights

     19  

ARTICLE 4 IMPLEMENTATION

     19  
4.1   

Corporate Authorizations

     19  
4.2   

Effective Date Transactions

     20  
4.3   

Other Implementation Steps

     24  
4.4   

Fractional Interests

     24  
4.5   

Calculations

     24  

ARTICLE 5 RELEASES

     24  
5.1   

Release of Released Parties

     24  
5.2   

Injunctions

     25  

ARTICLE 6 CONDITIONS PRECEDENT AND IMPLEMENTATION

     25  
6.1   

Conditions to Plan Implementation

     25  
6.2   

Waiver of Conditions

     26  
6.3   

Effectiveness

     26  
6.4   

Revolving Bank Facility Obligations Unaffected

     27  

ARTICLE 7 GENERAL

     27  
7.1   

Deemed Consents, Waivers and Agreements

     27  
7.2   

Waiver of Defaults

     27  
7.3   

Compliance with Deadlines

     28  
7.4   

Paramountcy

     28  

 

C-3


7.5   

Deeming Provisions

     28  
7.6   

Modification of Plan

     28  
7.7   

Notices

     29  
7.8   

Further Assurances

     30  

 

C-4


PLAN OF ARRANGEMENT

ARTICLE 1

INTERPRETATION

 

1.1

Definitions

In this Plan, unless otherwise stated:

Alternative CFA Lender Transaction” has the meaning given to it in Section 2.3(a);

Amalgamated Sherritt” has the meaning given to it in Section 4.2(a);

Amalgamation” means the amalgamation of Sherritt and Sherritt Amalco pursuant to Section 4.2(a);

Ambatovy Debt” means all present or future indebtedness or other obligations owing to the CFA Guarantor by AMSA and by DMSA in respect of the Shareholder Subordinated Loans (as defined in the Ambatovy Shareholders’ Agreement), including all accrued and unpaid interest in respect thereof;

Ambatovy Interests Electing CFA Lender” means a CFA Lender that made an Ambatovy Interests Exchange Election pursuant to the Interim Order;

Ambatovy Interests Exchange Election” means, in respect of a CFA Lender, an election made by such CFA Lender pursuant to the Interim Order to receive its CFA Lender Pro Rata Share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt as the consideration in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims;

Ambatovy Shareholders’ Agreement” means the fourth amendment and restatement of the shareholders’ agreement dated December 11, 2017, as originally dated October 18, 2006 and as previously amended and restated on February 21, 2008, June 24, 2009, and May 29, 2012, among Sherritt, the CFA Guarantor, Korea Resources Corporation, Sumitomo Corporation, Summit Ambatovy Mineral Resources Investment B.V., Ambatovy Holdings Limited, DMSA and AMSA;

Ambatovy Shares” means, collectively, the AMSA Shares and the DMSA Shares;

Amended CFA Loan” means a loan on substantially similar terms as the existing CFA Loans, subject to the CFA Loan Amended Terms;

Amended CFA Loan Electing CFA Lender” means a CFA Lender that made an Amended CFA Loan Election pursuant to the Interim Order, provided that if a CFA Lender does not make an election pursuant to the Interim Order, such CFA Lender shall be deemed to have made an Amended CFA Loan Election and to be an Amended CFA Loan Electing CFA Lender under this Plan;

 

C-5


Amended CFA Loan Election” means, in respect of a CFA Lender, an election made, or deemed to have been made, by such CFA Lender pursuant to the Interim Order to receive an Amended CFA Loan(s) as the consideration in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims;

AMSA” means Ambatovy Minerals S.A.;

AMSA Shares” means all of the shares in the capital of AMSA held by the CFA Guarantor;

Applicants” means, collectively, Sherritt and Sherritt Amalco;

Arrangement” means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan, subject to any amendments, modifications and/or supplements made thereto in accordance with the Arrangement Agreement and this Plan;

Arrangement Agreement” means the arrangement agreement dated February 25, 2020, among the Applicants, as it may be amended, restated, modified and/or supplemented from time to time;

Articles of Arrangement” means the articles of arrangement of the Applicants in respect of the Arrangement, in form and substance satisfactory to the Applicants, that are required to be filed with the CBCA Director in order for the Arrangement to become effective on the Effective Date;

Business Day” means any day, other than a Saturday, Sunday or a statutory or civic holiday, on which banks are generally open for business in Toronto, Ontario;

Canadian Dollars” or “$” means the lawful currency of Canada;

CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

CBCA Director” means the Director appointed under section 260 of the CBCA;

CBCA Proceedings” means the proceedings commenced by the Applicants under the CBCA on February 26, 2020 in connection with this Plan;

CDS” means the CDS Clearing and Depository Services Inc. and its successors and assigns;

Certificate of Arrangement” means the certificate giving effect to the Arrangement, to be issued by the CBCA Director pursuant to section 192(7) of the CBCA upon receipt of the Articles of Arrangement in respect of the Applicants in accordance with section 262 of the CBCA;

CFA Guarantor” means Madagascar Mineral Investments Ltd.;

 

C-6


CFA Lender Claims” means all outstanding Obligations owing by any Person, whether as issuer, guarantor or otherwise, with respect to the CFA Loans, the CFA Loan Agreements or any of the other CFA Loan Documents as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments (including any applicable prepayment and/or make-whole amounts) pursuant to or in connection with the CFA Loan Documents as at the Effective Date;

CFA Lender Pro Rata Share” means, with respect to each CFA Lender, the percentage that the principal amount of CFA Loans held by such CFA Lender bears to the total principal amount of CFA Loans held by all CFA Lenders immediately prior to the Effective Time;

CFA Lenders” means, collectively, Summit Ambatovy Mineral Resources Investment B.V. as lender, Sumitomo Corporation as lender guarantor, The Export-Import Bank of Korea as lender, and Korea Resources Corporation as take-out financier, and any of their respective permitted successors or assigns, and “CFA Lender” means any one of them, as applicable;

CFA Loan Agreements” means, collectively, (i) the amended and restated development carry finance agreement made as of March 26, 2008, as amended and restated as of June 24, 2009 and as further amended and restated as of December 11, 2017, among Sherritt as borrower, the CFA Guarantor as guarantor, The Export-Import Bank of Korea as lender and Korea Resources Corporation as take-out financier; (ii) the amended and restated development carry finance agreement made as of March 26, 2008, as amended and restated as of June 24, 2009 and as further amended and restated as of December 11, 2017, among Sherritt as borrower, the CFA Guarantor as guarantor, Summit Ambatovy Mineral Resources Investment B.V. as lender and Sumitomo Corporation as lender guarantor, and (iii) the amended and restated development carry finance agreement made as of March 26, 2008, as amended and restated as of June 24, 2009 and as further amended and restated as of December 11, 2017, among Sherritt as borrower, the CFA Guarantor as guarantor, Summit Ambatovy Mineral Resources Investment B.V. as lender and Sumitomo Corporation as lender guarantor, as previously assigned to Summit Ambatovy Mineral Resources Investment B.V. by SNC-Lavalin Inc.;

CFA Loan Amended Terms” means (i) the CFA Guarantor shall be the sole borrower under the Amended CFA Loan(s); (ii) Sherritt shall have no obligations in respect of the Amended CFA Loan(s) and there shall be no recourse whatsoever against Sherritt in respect of the Amended CFA Loan(s); and (iii) the CFA Lender in respect of an Amended CFA Loan shall have the right, for up to 12 months following the Effective Date, to direct the CFA Guarantor to transfer such CFA Lender’s CFA Lender Pro Rata Share of the Ambatovy Shares and the Ambatovy Debt held by the CFA Guarantor as directed by such CFA Lender in consideration for an amount equal to the amount owing under such CFA Lender’s Amended CFA Loan, which will be satisfied through the full and final set off, settlement, repayment and exchange of the CFA Lender’s Amended CFA Loan, as such terms may be amended, modified and/or supplemented pursuant to this Plan;

 

C-7


CFA Loan Documents” means, collectively, the CFA Loan Agreements, the other Finance Documents (as defined under the CFA Loan Agreements) and all other documentation, including, without limitation, all guarantee and security documentation, related to the CFA Loans;

CFA Loans” means the existing loans made by the CFA Lenders, as applicable, under the CFA Loan Agreements;

CFA Note” has the meaning given to it in Section 4.2(c)(i);

Circular” means the management information circular of Sherritt dated March 6, 2020, including all appendices thereto, as it may be amended, modified and/or supplemented from time to time, subject to the terms of the Interim Order or other Order of the Court;

Claim” means any right or claim of any Person that may be asserted or made in whole or in part against the applicable Persons, or any of them, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest accrued thereon or costs payable in respect thereof, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty), by reason of any right of setoff, counterclaim or recoupment, or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future;

Consent Notes” means, in respect of an Early Consenting Noteholder, the Existing Notes held by such Early Consenting Noteholder in respect of which votes have been validly cast in favour of this Plan by the Early Consent Deadline pursuant to the Interim Order and in respect of which such vote in favour of this Plan has not been changed or withdrawn, and/or the Existing Notes held by such Early Consenting Noteholder in respect of which such Early Consenting Noteholder has otherwise supported this Plan, in each case in a manner acceptable to the Applicants;

Court” means the Ontario Superior Court of Justice (Commercial List);

 

C-8


Debt” means, collectively, the Obligations in respect of the Existing Notes and the CFA Loans;

Debt Documents” means, collectively, the Existing Note Documents and the CFA Loan Documents;

Debtholder Claims” means, collectively, the Existing Noteholder Claims and the CFA Lender Claims;

Debtholders” means, collectively, the Noteholders and the CFA Lenders;

Debtholders’ Arrangement Resolution” means the resolution of the Debtholders, inter alia, approving the Arrangement to be considered and voted upon at the Debtholders’ Meeting, substantially in the form attached as Appendix “A” to the Circular;

Debtholders’ Meeting” means the meeting of Debtholders as of the Record Date called and held pursuant to the Interim Order for the purpose of considering and voting on the Debtholders’ Arrangement Resolution and to consider and vote on such other matters as may properly come before such meeting, and includes any adjournment(s) or postponement(s) of such meeting;

DMSA” means Dynatec Madagascar S.A.;

DMSA Shares” means all of the shares in the capital of DMSA held by the CFA Guarantor;

Early Consent Date” means March 27, 2020, or such later date as the Applicants may determine;

Early Consent Deadline” means 5:00 p.m. (Toronto time) on the Early Consent Date, or such later time as the Applicants may determine;

Early Consenting Noteholder” means a Noteholder who, by the Early Consent Deadline, has voted in favour of this Plan or has otherwise supported this Plan, in each case in a manner acceptable to the Applicants, and provided that in each case such Noteholder holds its Consent Notes as at the Effective Date;

Effective Date” means the date shown on the Certificate of Arrangement issued by the CBCA Director;

Effective Time” means such time on the Effective Date as may be specified by the Applicants as the time at which the Arrangement implementation steps set forth in Section 4.2 shall be deemed to commence;

Existing 2021 Notes” means the 8.00% senior unsecured debentures issued by Sherritt under the Existing Notes Indenture due November 15, 2021;

Existing 2023 Notes” means the 7.50% senior unsecured debentures issued by Sherritt under the Existing Notes Indenture due September 24, 2023;

 

C-9


Existing 2025 Notes” means the 7.875% senior unsecured notes issued by Sherritt under the Existing Notes Indenture due October 11, 2025;

Existing Indenture Trustee” means Computershare Trust Company of Canada as trustee under the Existing Notes Indenture, and any successor thereof;

Existing Note Documents” means, collectively, the Existing Notes Indenture, the Existing Notes, each Note Guarantee (as defined in the Existing Notes Indenture) and all other documentation related to the Existing Notes;

Existing Noteholder Claims” means all outstanding Obligations owing by any Person, whether as issuer, guarantor or otherwise, with respect to the Existing Notes, the Existing Notes Indenture or any other Existing Note Documents as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments (including any applicable prepayment and/or make-whole amounts) pursuant to or in connection with the Existing Note Documents as at the Effective Date;

Existing Notes” means, collectively, the Existing 2021 Notes, the Existing 2023 Notes and the Existing 2025 Notes;

Existing Notes Guarantors” means, collectively, Sherritt International Oil and Gas Limited, Sherritt International (Bahamas) Inc., Sherritt Power (Bahamas) Inc., SICOG Oil and Gas Limited (formerly Sherritt International (Cuba) Oil and Gas Limited), Sherritt Utilities Inc., Canada Northwest Oils (Europe) B.V., and CNWL Oil (Espana) S.A.;

Existing Notes Indenture” means the second amended and restated indenture in respect of the Existing Notes dated as of July 29, 2016 among Sherritt, the Existing Notes Guarantors and the Existing Indenture Trustee, as it may be further amended, restated, modified and/or supplemented from time to time prior to the Effective Date;

Final Order means the Order of the Court approving the Arrangement under section 192 of the CBCA, which shall include such terms as may be necessary or appropriate to give effect to the Arrangement and this Plan, in form and substance satisfactory to the Applicants, as such Order may be amended from time to time in a manner acceptable to the Applicants;

Governmental Entity” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (i) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

Guarantors” means, collectively, the Existing Notes Guarantors and the CFA Guarantor;

 

C-10


Indenture Trustees” means, collectively, the Existing Indenture Trustee and the New Indenture Trustee;

Interim Order” means the interim Order of the Court granted on February 26, 2020 pursuant to section 192 of the CBCA, which, among other things, approves the calling of, and the date for, the Debtholders’ Meeting, as such Order may be amended from time to time in a manner acceptable to the Applicants;

Intermediary” means a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary;

Law” means any law, statute, constitution, treaty, convention, code, injunction, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity, and includes any securities or stock exchange rules or regulations;

New Indenture Trustee” means such indenture trustee under the New Notes Indenture as determined by the Applicants by the Effective Date;

New Note Documents” means, collectively, the New Notes Indenture, the New Second Lien Notes, the new guarantees to be provided by the New Notes Guarantors pursuant to the New Notes Indenture and the new security documentation to be entered into pursuant to the New Notes Indenture, in each case, in form acceptable to the Applicants and substantially on the terms as described in the Circular, as such terms may be amended pursuant to this Plan;

New Notes Guarantors” means, collectively, the Existing Notes Guarantors, 672539 Alberta Ltd., 672540 Alberta Ltd., SI Finance Ltd., Dynatec Technologies Ltd., 1683740 Alberta Ltd., OG Finance Inc., Power Finance Inc., SBCT Logistics Ltd., SIC Marketing Services (UK) Limited, The Cobalt Refinery Holding Company Ltd. and 672538 Alberta Ltd.;

New Notes Indenture” means the indenture to be entered into on the Effective Date by Sherritt, the New Notes Guarantors and the New Indenture Trustee, substantially on the terms as described in the Circular, as such terms may be amended pursuant to this Plan, pursuant to which the New Second Lien Notes will be issued;

New Second Lien Notes” means the new secured notes to be issued by Sherritt pursuant to the New Notes Indenture and this Plan, which notes will be denominated in Canadian Dollars, be issued in an aggregate principal amount equal to 50% of the aggregate principal amount of Existing Notes outstanding as at the Effective Date plus the aggregate amount of all accrued and unpaid interest outstanding in respect of the Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date, and be substantially on the terms described in the Circular, as such terms may be amended pursuant to this Plan;

 

C-11


Noteholder Early Consent Cash Consideration” means, in respect of an Early Consenting Noteholder, a cash payment in an amount equal to 3% of the principal amount of Consent Notes held by such Early Consenting Noteholder as at the Effective Date, payable on the Effective Date on the terms of this Plan as partial consideration for the exchange of the Existing Notes pursuant to this Plan;

Noteholders” means holders of Existing Notes;

Notes Exchange Ratio” means 0.5;

Obligations means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums, reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the applicable Debt Document;

Order” means any order entered by the Court in the CBCA Proceedings;

Person” means any individual, firm, corporation, partnership, limited partnership, limited or unlimited liability company, joint venture, fund, association, organization, trust, trustee, executor, administrator, legal personal representative, estate, group, unincorporated association or organization, Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body, whether or not having legal status;

Plan” means this plan of arrangement and any amendments, restatements, modifications and/or supplements hereto made in accordance with the terms hereof;

Proxy, Information and Exchange Agent” means Kingsdale Advisors;

Record Date” means 5:00 p.m. on March 6, 2020;

Released Claims” means, collectively, the matters that are subject to release and discharge pursuant to Section 5.1;

Released Parties” means, collectively, the Sherritt Entities and each of their respective current and former directors, officers, employees, financial and other advisors, legal counsel and agents, including the Proxy, Information and Exchange Agent, each in their capacity as such;

Revolving Bank Facility” means the senior revolving credit facility available under the Revolving Bank Facility Agreement;

Revolving Bank Facility Administrative Agent” means National Bank of Canada in its capacity as administrative agent under the Revolving Bank Facility Agreement, for and on behalf of the Revolving Bank Facility Lenders;

 

C-12


Revolving Bank Facility Agreement” means the second amended and restated credit agreement among Sherritt as borrower, the guarantor subsidiaries party thereto as guarantors, National Bank of Canada as administrative agent, the lenders party thereto from time to time, and the other parties thereto, dated as of January 31, 2017, as amended, restated, modified and/or supplemented from time to time pursuant to its terms;

Revolving Bank Facility Amendments” means the amendments to the existing Revolving Bank Facility as agreed between Sherritt and the Revolving Bank Facility Lenders to permit the implementation of this Plan, including, without limitation, the issuance of the New Second Lien Notes, and such other amendments as may be agreed between Sherritt and the Revolving Bank Facility Lenders;

Revolving Bank Facility Lenders” means the lenders under the Revolving Bank Facility;

Revolving Bank Facility Obligations” means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums, reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, Revolving Bank Facility or any other such obligations of any of the Revolving Bank Facility Obligors to the Revolving Bank Facility Administrative Agent or the Revolving Bank Facility Lenders under the Revolving Bank Facility Agreement, the other Financing Agreements (as defined in the Revolving Bank Facility Agreement) or under any other agreement among any of the Revolving Bank Facility Obligors and any of the Revolving Bank Facility Administrative Agent and the Revolving Bank Facility Lenders (including in respect of credit card facilities, cash management arrangements, and SWAP and other hedging arrangements, and all security therefor);

Revolving Bank Facility Obligors” means, collectively, Sherritt, International Cobalt Company Inc., The Cobalt Refinery Company Inc., New Providence Metals Marketing Inc. and all other subsidiaries of Sherritt that are or may be, from time to time, party to a Financing Agreement (as defined in the Revolving Bank Facility Agreement);

Sherritt” means Sherritt International Corporation;

Sherritt Amalco” means 11722573 Canada Ltd., a wholly-owned subsidiary of Sherritt;

Sherritt Entities” means, collectively, the Applicants, the Guarantors and each of Sherritt’s other direct and indirect wholly-owed subsidiaries, and, for certainty, shall include Amalgamated Sherritt as the context requires; and

Tax Act” means the Income Tax Act (Canada) as amended and all regulations thereunder.

 

C-13


1.2

Certain Rules of Interpretation

For the purposes of this Plan:

 

  (a)

Unless otherwise expressly provided herein, any reference in this Plan to an instrument, agreement or an order or an existing document or exhibit filed or to be filed means such instrument, agreement, order, document or exhibit as it may have been or may be amended, modified, restated or supplemented in accordance with its terms;

 

  (b)

The division of this Plan into articles, sections, subsections, clauses and paragraphs is for convenience of reference only, and the descriptive headings of articles and sections are not intended as complete or accurate descriptions of the content thereof, none of which shall affect the construction or interpretation of this Plan;

 

  (c)

The use of words in the singular or plural, or with a particular gender, including a definition, shall not limit the scope or exclude the application of any provision of this Plan to such Person (or Persons) or circumstances as the context otherwise permits;

 

  (d)

The words “includes” and “including” and similar terms of inclusion shall not, unless expressly modified by the words “only” or “solely”, be construed as terms of limitation, but rather shall mean “includes but is not limited to” and “including but not limited to”, so that references to included matters shall be regarded as illustrative without being either characterizing or exhaustive;

 

  (e)

Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends;

 

  (f)

Unless otherwise provided, any reference to a statute or other enactment of parliament, a legislature or other Governmental Entity includes all rules, regulations, policies and blanket orders made thereunder, all amendments to or re-enactments of such statute or other enactment in force from time to time, and, if applicable, any statute or enactment that supplements or supersedes such statute or enactment;

 

  (g)

References to a specific recital, article, section, subsection or clause shall, unless something in the subject matter or context is inconsistent therewith, be construed as references to that specific recital, article, section, subsection or clause of this Plan, whereas the terms “this Plan”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions shall be deemed to refer generally to this Plan and not to any particular recital, article, section, subsection, clause or other portion of this Plan and shall include any amended or restated Plan and any documents supplemental hereto; and

 

  (h)

The word “or” is not exclusive.

 

C-14


1.3

Governing Law

This Plan shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein. All questions as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan and its provisions shall be subject to the exclusive jurisdiction of the Court.

 

1.4

Currency

Unless otherwise stated, all references in this Plan to sums of money are expressed in, and all payments provided for herein shall be made in, Canadian Dollars.

 

1.5

Date for Any Action

If the date on which any action is required to be taken hereunder by a Person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

 

1.6

Time

Time shall be of the essence in this Plan. Unless otherwise specified, all references to time expressed in this Plan and in any document issued in connection with this Plan mean local time in Toronto, Ontario, Canada, and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. on such Business Day.

ARTICLE 2

TREATMENT OF AFFECTED PARTIES

 

2.1

Treatment of Noteholders

 

  (a)

On the Effective Date, in accordance with the times and steps and in the sequence set forth in Section 4.2, and subject to the treatment of fractional interests in accordance with Section 4.4:

 

  (i)

each Noteholder that is an Early Consenting Noteholder shall receive:

 

  (A)

New Second Lien Notes in a principal amount equal to (1) the principal amount of Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (2) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date; and

 

  (B)

its Noteholder Early Consent Cash Consideration; and

 

  (ii)

each Noteholder that is not an Early Consenting Noteholder shall receive:

 

C-15


  (A)

New Second Lien Notes in a principal amount equal to (1) the principal amount of Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (2) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date,

in each case, all of which shall, and shall be deemed to, be received in exchange for each such Noteholder’s Existing Notes and in full and final settlement of its Existing Noteholder Claims.

 

  (b)

On the Effective Date, the Existing Noteholder Claims shall, and shall be deemed to, have been irrevocably and finally extinguished; each Noteholder shall have no further right, title or interest in or to its Existing Notes or Existing Noteholder Claims; and the Existing Notes, the Existing Notes Indenture and any and all other Existing Note Documents shall be, and shall be deemed to be, cancelled and terminated, all pursuant to this Plan.

 

  (c)

The reasonable and documented outstanding fees, expenses and disbursements of the Existing Indenture Trustee shall be paid by Amalgamated Sherritt pursuant to the Existing Notes Indenture.

 

  (d)

All references to the principal amount of the Existing Notes or the Existing Noteholder Claims contained in this Plan shall refer to the principal amount of such Existing Notes or the Existing Noteholder Claims excluding any make-whole premiums, redemption premiums or other similar premiums.

 

2.2

Treatment of CFA Lenders

 

  (a)

On the Effective Date, in accordance with the times and steps and in the sequence set forth in Section 4.2, in respect of each Ambatovy Interests Electing CFA Lender:

 

  (i)

each such CFA Lender shall receive its CFA Lender Pro Rata Share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt, all of which shall, and shall be deemed to, be received in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims;

 

  (ii)

each such CFA Lender’s CFA Loan(s) and CFA Lender Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, and such CFA Lender shall have no further right, title or interest in or to its CFA Loan(s) or CFA Lender Claims; and

 

  (iii)

the CFA Loan Agreement(s) and any and all other CFA Loan Documents (or parts thereof) relating to such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, cancelled and terminated, and any and all security interests granted by Sherritt and/or the CFA Guarantor in respect

 

C-16


 

of such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, released, discharged and extinguished,

all pursuant to this Plan.

 

  (b)

On the Effective Date, in accordance with the times and steps and in the sequence set forth in Section 4.2, in respect of each Amended CFA Loan Electing CFA Lender:

 

  (i)

each such CFA Lender shall receive an Amended CFA Loan in a principal amount equal to the principal amount of its CFA Loan outstanding as at the Effective Date, plus all accrued interest in respect thereof that has not been paid or capitalized as principal up to but excluding the Effective Date, in exchange for its CFA Loan(s) and in full and final settlement of its CFA Lender Claims;

 

  (ii)

each such CFA Lender’s CFA Loan(s) and CFA Lender Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, and such CFA Lender shall have no further right, title or interest in or to its CFA Loan(s) or CFA Lender Claims; and

 

  (iii)

the CFA Loan Agreement(s) and all other CFA Loan Documents relating to such CFA Lender’s CFA Loan(s) shall be deemed to be amended pursuant to this Plan in order to reflect the CFA Loan Amended Terms and shall govern the Amended CFA Loans; any and all security interests granted by Sherritt in respect of such CFA Lender’s CFA Loan(s) shall be, and shall be deemed to be, released, discharged and extinguished; and any and all security interests granted by the CFA Guarantor in respect of such CFA Lender’s CFA Loan(s) shall be deemed to have been granted in respect of such CFA Lender’s Amended CFA Loan(s),

all pursuant to this Plan.

 

  (c)

All references to the principal amount of the CFA Loans or the CFA Lender Claims contained in this Plan shall refer to the principal amount of such CFA Loans or the CFA Lender Claims excluding any make-whole premiums, redemption premiums or other similar premiums.

 

2.3

Alternative CFA Lender Transaction

 

  (a)

Notwithstanding Section 2.2, the Applicants shall have the right, on or prior to the Effective Date, to implement (i) the exchange of the CFA Loans for (A) the Ambatovy Shares and the Ambatovy Debt or (B) Amended CFA Loans on a contractual basis with the CFA Lenders outside of this Plan, or (ii) such other transaction in respect of the CFA Loans that may be acceptable to the Applicants, the CFA Guarantor and the CFA Lenders and that is not materially inconsistent with the effect of the exchange of the CFA Loans for (A) the Ambatovy Shares and the Ambatovy Debt or (B) Amended CFA Loans either pursuant to the Plan

 

C-17


 

or on a contractual basis with the CFA Lenders outside of this Plan (in each case, an “Alternative CFA Lender Transaction”).

 

  (b)

The Applicants shall be entitled to make such amendments to this Plan as are necessary or desirable to reflect the implementation of an Alternative CFA Lender Transaction at the discretion of the Applicants.

ARTICLE 3 ISSUANCES, DISTRIBUTIONS AND PAYMENTS

 

3.1

Delivery of Noteholder Early Consent Cash Consideration

The payment by Amalgamated Sherritt on the Effective Date of Noteholder Early Consent Cash Consideration shall be effected through the delivery of cash in the aggregate amount of the Noteholder Early Consent Cash Consideration payable to the Early Consenting Noteholders by Amalgamated Sherritt to CDS for distribution to the Early Consenting Noteholders as of the Effective Date in accordance with CDS’s customary practices.

 

3.2

Delivery of New Second Lien Notes

The delivery of the New Second Lien Notes to be issued to the Noteholders pursuant to this Plan shall be made by way of issuance by Amalgamated Sherritt on the Effective Date of a global note issued in the name of CDS (or its nominee) in respect of the Noteholders. CDS and the applicable Intermediaries shall then make delivery of the New Second Lien Notes to the ultimate beneficial recipients thereof entitled to receive the New Second Lien Notes pursuant to this Plan pursuant to standing instructions and customary practices of CDS and such Intermediaries.

 

3.3

Delivery of Ambatovy Shares and Ambatovy Debt

The delivery of the Ambatovy Shares and Ambatovy Debt to the CFA Lenders pursuant to this Plan shall be made on or as soon as practicable after the Effective Date.

 

3.4

No Liability in respect of Deliveries

 

  (a)

None of the Applicants, nor their respective directors, officers, agents or advisors, shall have any liability or obligation in respect of any deliveries, directly or indirectly, from, as applicable, (i) the Existing Indenture Trustee, (ii) the New Indenture Trustee, (iii) CDS or (iv) the Intermediaries, in each case to the ultimate beneficial recipients of any consideration payable or deliverable by the Applicants pursuant to this Plan.

 

  (b)

The Indenture Trustees shall not incur, and each is hereby released from, any liability as a result of carrying out any provisions of this Plan and any actions related or incidental thereto, save and except for any gross negligence or wilful misconduct on its part (as determined by a final, non-appealable judgment of a court of competent jurisdiction). On the Effective Date after the completion of the transactions set forth in Section 4.2, all duties and responsibilities of the Existing Indenture Trustee arising under or related to the Existing Notes shall be discharged except to the extent required in order to effectuate this Plan.

 

C-18


3.5

Surrender and Cancellation of Existing Notes

On the Effective Date, CDS (or its nominee) (as registered holder of the Existing Notes on behalf of the Noteholders) and each other Person who holds Existing Notes in registered form on the Effective Date shall surrender, or cause the surrender of, the certificate(s) representing the Existing Notes to the Existing Indenture Trustee for cancellation in exchange for the consideration payable to Noteholders pursuant to Section 2.1. For certainty, notwithstanding whether or not the foregoing is complied with, the Existing Notes shall be deemed to be cancelled pursuant to this Plan in accordance with the steps set forth in Section 4.2.

 

3.6

Application of Plan Distributions

All amounts paid or payable hereunder on account of the Debtholder Claims (including, for greater certainty, any securities received hereunder) shall be applied (i) first, in respect of the accrued but unpaid interest on such Obligations, and (ii) second, in respect of the principal amount of the Obligations to which such Debtholder Claims relate.

 

3.7

Withholding Rights

The Applicants and the CFA Guarantor shall be entitled to deduct and withhold from any consideration or other amount deliverable or otherwise payable to any Person hereunder such amounts as the Applicants or the CFA Guarantor, as applicable, may be required to deduct or withhold with respect to such payment under the Income Tax Act (Canada), or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended, provided that any such right to deduct or withhold shall not otherwise change or modify the Applicants’ or the CFA Guarantor’s, as applicable, obligations in respect of withholding taxes under the terms of the Existing Notes Indenture, the CFA Loan Agreements and any and all other Debt Documents. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity.

ARTICLE 4

IMPLEMENTATION

 

4.1

Corporate Authorizations

The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan involving corporate action of any of the Applicants will occur and be effective as of the Effective Date (or such other date as the Applicants may agree, acting reasonably), and will be authorized and approved under this Plan and by the Court, where appropriate, as part of the Final Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Applicants. All necessary approvals to take actions shall be deemed to have been obtained from the directors or the shareholders of the Applicants, as applicable.

 

C-19


4.2

Effective Date Transactions

Commencing at the Effective Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments (unless otherwise indicated) and at the times set out in this Section 4.2 (or in such other manner or order or at such other time or times as the Applicants may agree, acting reasonably), without any further act or formality required on the part of any Person, except as may be expressly provided herein:

 

  (a)

Sherritt and Sherritt Amalco shall be, and shall be deemed to be, amalgamated and continued as one corporation (“Amalgamated Sherritt”) under the CBCA in accordance with the following:

 

  (i)

Name. The name of Amalgamated Sherritt shall be “Sherritt International Corporation”;

 

  (ii)

Registered Office. The registered office of Amalgamated Sherritt shall be located in the City of Toronto in the Province of Ontario. The address of the registered office of Amalgamated Sherritt shall be 22 Adelaide Street West, Suite 4220, Bay Adelaide Centre, East Tower, Toronto ON M5H 4E3, Canada;

 

  (iii)

Restrictions on Business. There shall be no restrictions on the business that Amalgamated Sherritt may carry on;

 

  (iv)

Articles. The articles of Sherritt, as in effect immediately prior to the Amalgamation, shall be deemed to be the articles of Amalgamated Sherritt;

 

  (v)

Directors. Amalgamated Sherritt shall have a minimum of 3 directors and a maximum of 15 directors, until changed in accordance with the CBCA. Until changed by shareholders of Amalgamated Sherritt, or by the directors of Amalgamated Sherritt in accordance with the CBCA, the directors of Sherritt, as in effect immediately prior to the Amalgamation, shall be deemed to be the directors of Amalgamated Sherritt;

 

  (vi)

Shares. All shares of Sherritt Amalco shall be cancelled without any repayment of capital in respect thereof; no shares will be issued by Amalgamated Sherritt in connection with the Amalgamation and all shares of Sherritt prior to the Amalgamation shall be unaffected and shall continue as shares of Amalgamated Sherritt;

 

  (vii)

Stated Capital. The stated capital account in respect of the common shares of Amalgamated Sherritt will be equal to the stated capital account in respect of the common shares of Sherritt immediately prior to the Amalgamation;

 

C-20


  (viii)

By-laws. The by-laws of Sherritt, as in effect immediately prior to the Amalgamation, shall be deemed to be the by-laws of Amalgamated Sherritt;

 

  (ix)

Effect of Amalgamation. The provisions of subsection 186(a) to (g) of the CBCA shall apply to the Amalgamation with the result that:

 

  (A)

the amalgamation of the amalgamating corporations and their continuance as one corporation becomes effective;

 

  (B)

the property of each amalgamating corporation continues to be the property of Amalgamated Sherritt;

 

  (C)

Amalgamated Sherritt continues to be liable for the obligations of each amalgamating corporation;

 

  (D)

an existing cause of action, claim or liability to prosecution is unaffected;

 

  (E)

a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against Amalgamated Sherritt;

 

  (F)

a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against Amalgamated Sherritt; and

 

  (G)

the Articles of Arrangement are deemed to be the articles of incorporation of Amalgamated Sherritt and the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalgamated Sherritt.

 

  (b)

The following shall occur concurrently:

 

  (i)

Amalgamated Sherritt, the New Notes Guarantors and the New Indenture Trustee shall enter into the New Notes Indenture and the other New Note Documents;

 

  (ii)

in exchange for the Existing Notes, and in full and final settlement of the Existing Noteholder Claims, Amalgamated Sherritt shall issue and/or pay, as applicable:

 

  (A)

to each Noteholder that is an Early Consenting Noteholder:

 

  (1)

New Second Lien Notes in an aggregate principal amount equal to (I) the aggregate principal amount of the Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (II) the aggregate amount of all accrued and unpaid interest

 

C-21


 

outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date; and

 

  (2)

its Noteholder Early Consent Cash Consideration; and

 

  (B)

to each Noteholder that is not an Early Consenting Noteholder, New Second Lien Notes in an aggregate principal amount equal to (I) the aggregate principal amount of the Existing Notes held by such Noteholder as at the Effective Date multiplied by the Notes Exchange Ratio, plus (II) the aggregate amount of all accrued and unpaid interest outstanding in respect of its Existing Notes (calculated at the contractual non-default rate) up to but not including the Effective Date;

 

  (iii)

the Existing Noteholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Noteholders shall have no further right, title or interest in or to the Existing Notes or their respective Existing Noteholder Claims; and

 

  (iv)

the Existing Notes, the Existing Notes Indenture and any and all other Existing Note Documents shall be irrevocably cancelled and terminated, provided that the Existing Notes Indenture shall remain in effect solely to allow the Existing Indenture Trustee to make the distributions set forth in this Plan.

 

  (c)

The following shall occur in sequence:

 

  (i)

the CFA Guarantor shall declare a dividend or repayment of capital in the aggregate amount of the Obligations under the CFA Loans, payable to Amalgamated Sherritt which shall be satisfied through the issuance of a demand promissory note of the CFA Guarantor (the “CFA Note”) to Amalgamated Sherritt; and

 

  (ii)

the CFA Guarantor shall satisfy the CFA Note through the assumption of all of Amalgamated Sherritt’s Obligations under the CFA Loans, the CFA Loan Agreements and all other CFA Loan Documents, and (A) Amalgamated Sherritt shall be, and shall be deemed to be, fully, finally and irrevocably released and discharged from all Obligations in respect of the CFA Loans, the CFA Loan Agreements and all other CFA Loan Documents; any and all security interests granted by Sherritt in respect of the CFA Loans shall be, and shall be deemed to be, released, discharged and extinguished pursuant to this Plan; and all CFA Lender Claims as against Amalgamated Sherritt shall, and shall be deemed to be, irrevocably and finally extinguished, and (B) the CFA Note shall be, and shall be deemed to be, fully repaid and satisfied, and Amalgamated Sherritt shall deliver the CFA Note back to the CFA Guarantor as consideration for the

 

C-22


 

assumption of the Obligations under the CFA Loans, the CFA Loan Agreements and all other CFA Loan Documents.

 

  (d)

The following shall occur concurrently with respect to each Ambatovy Interests Electing CFA Lender:

 

  (i)

the CFA Guarantor shall transfer, or cause to be transferred, to each Ambatovy Interests Electing CFA Lender its CFA Lender Pro Rata Share of the AMSA Shares, the DMSA Shares and the Ambatovy Debt in consideration for an aggregate amount equal to the amount of the Obligations outstanding under the CFA Loan(s) owing to each such Ambatovy Interests Electing CFA Lender, which amount shall be satisfied through the full and final set-off, settlement, repayment and exchange of each such Ambatovy Interests Electing CFA Lender’s CFA Loans and CFA Lender Claims;

 

  (ii)

the CFA Guarantor shall be, and shall be deemed to be, fully, finally and irrevocably released and discharged from all Obligations in respect of each such Ambatovy Interests Electing CFA Lender’s CFA Loans and the CFA Loan Agreements and all other CFA Loan Documents relating to each such Ambatovy Interests Electing CFA Lender’s CFA Loans; each such Ambatovy Interests Electing CFA Lender’s CFA Loans and CFA Lender Claims shall, and shall be deemed to be, irrevocably and finally extinguished; any and all security interests granted by the CFA Guarantor in respect of each such Ambatovy Interests Electing CFA Lender’s CFA Loans shall be, and shall be deemed to be, released, discharged and extinguished pursuant to this Plan; and each such Ambatovy Interests Electing CFA Lender shall have no further right, title or interest in or to its CFA Loans or CFA Lender Claims; and

 

  (iii)

the CFA Loan Agreements and all other CFA Loan Documents (or parts thereof) relating to each such Ambatovy Interests Electing CFA Lender’s CFA Loan(s) shall be irrevocably cancelled and terminated.

 

  (e)

Concurrently with the steps set forth in subsection 4.2(d) above, the following shall occur concurrently with respect to each Amended CFA Loans Electing CFA Lender:

 

  (i)

each Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall be exchanged for Amended CFA Loan(s) in a principal amount equal to the principal amount of its CFA Loan(s) outstanding as at the Effective Date, plus all accrued interest in respect thereof that has not been paid or capitalized as principal up to but excluding the Effective Date, in full and final set-off, settlement, repayment and exchange of each such Amended CFA Loans Electing CFA Lender’s CFA Loans and CFA Lender Claims;

 

  (ii)

each such Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall, and shall be deemed to be, irrevocably and finally extinguished, and

 

C-23


 

each such Amended CFA Loans Electing CFA Lender shall have no further right, title or interest in or to its CFA Loans; and

 

  (iii)

the CFA Loan Agreements and all other CFA Loan Documents relating to such Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall be deemed to be amended pursuant to this Plan in order reflect the CFA Loan Amended Terms and shall govern the Amended CFA Loans, and any and all security interests granted by the CFA Guarantor in respect of each such Amended CFA Loans Electing CFA Lender’s CFA Loan(s) shall be deemed to have been granted by the CFA Guarantor in respect of each such Amended CFA Loans Electing CFA Lender’s Amended CFA Loan(s).

 

  (f)

The releases referred to in Section 5.1 shall become effective.

 

4.3

Other Implementation Steps

The Applicants and the other Sherritt Entities may undertake, at their sole discretion, any other corporate steps or transactions necessary or desirable to implement this Plan on the terms set out herein (as may be amended pursuant to the terms hereof) in any manner and on such date(s) and/or time(s) determined by the Applicants in their sole discretion.

 

4.4

Fractional Interests

 

  (a)

The New Second Lien Notes issued pursuant to this Plan shall be issued in minimum increments of $1,000, and the amount of New Second Lien Notes that each Noteholder shall be entitled to under this Plan shall in each case be rounded down to the nearest multiple of $1,000 without compensation therefor.

 

  (b)

All payments made in cash pursuant to this Plan shall be made in minimum increments of $0.01, and the amount of any payments to which a Person may be entitled to under this Plan shall be rounded down to the nearest multiple of $0.01.

 

4.5

Calculations

All calculations made by the Applicants pursuant to this Plan shall be conclusive, final and binding on all Persons affected by this Plan.

ARTICLE 5

RELEASES

 

5.1

Release of Released Parties

At the applicable time pursuant to Section 4.2, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Existing Notes, the Existing Note Documents, the CFA Loans, the CFA Loan Documents, any and all Ambatovy Shares and Ambatovy Debt transferred pursuant to this Plan, the Arrangement, the Arrangement Agreement, this Plan, the CBCA

 

C-24


Proceedings and any other proceedings commenced with respect to or in connection with this Plan, the transactions contemplated hereunder, and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge (i) any of the Released Parties from or in respect of their respective obligations under this Plan or any Order or document ancillary thereto (including, for greater certainty, to the extent applicable, any of the CFA Guarantor’s obligations under any Amended CFA Loan(s) issued pursuant to this Plan to any Amended CFA Loan Electing CFA Lender(s)), or (ii) any Released Party from liabilities or claims attributable to such Released Party’s fraud, gross negligence or wilful misconduct, as determined by the final, non-appealable judgment of a court of competent jurisdiction.

 

5.2

Injunctions

All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Date, with respect to any and all Released Claims, from (i) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever of any Person against the Released Parties, as applicable; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties; (iii) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property; or (iv) taking any actions to interfere with the implementation or consummation of this Plan or the transactions contemplated hereunder; provided, however, that the foregoing shall not apply to the enforcement of any obligations under this Plan or any document, instrument or agreement executed to implement this Plan.

ARTICLE 6

CONDITIONS PRECEDENT AND IMPLEMENTATION

 

6.1

Conditions to Plan Implementation

The implementation of this Plan shall be conditional upon the fulfillment, satisfaction or waiver (to the extent permitted by Section 6.2) of the following conditions:

 

  (a)

the Arrangement Agreement shall be in full force and effect and shall have not been terminated by the Applicants;

 

  (b)

this Plan and the transactions contemplated hereby shall be consistent with the terms of the transactions described in the Circular in all material respects, subject to any amendments to this Plan permitted by the terms hereof or as otherwise permitted by the Court;

 

  (c)

this Plan shall have been approved by the requisite majorities of affected stakeholders as and to the extent required in the Interim Order or as otherwise ordered by the Court;

 

C-25


  (d)

this Plan shall have been approved by the Court pursuant to the Final Order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Applicants, vacated or subject to pending appeal;

 

  (e)

all material filings required under applicable Laws in connection with the Arrangement shall have been made and any material regulatory or third party consents or approvals that are required in connection with the Arrangement shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;

 

  (f)

there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened in writing or commenced by any Governmental Entity, in consequence of or in connection with the Arrangement that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede) the Arrangement, or requires or proposes to require a material variation to the Arrangement that is not acceptable to the Applicants;

 

  (g)

no Law shall have been passed and become effective, the effect of which makes the consummation of this Plan illegal;

 

  (h)

the terms of the Revolving Bank Facility shall be amended, prior to or concurrently with the implementation of this Plan, to reflect the Revolving Bank Facility Amendments; and

 

  (i)

the Applicants shall have completed all necessary corporate actions and proceedings as they deem necessary or advisable, in their reasonable discretion, in connection with the Arrangement and this Plan.

 

6.2

Waiver of Conditions

The Applicants may at any time and from time to time waive the fulfillment or satisfaction, in whole or in part, of the conditions set out herein, provided however that the condition set out in Section 6.1(d) cannot be waived.

 

6.3

Effectiveness

This Plan will become effective in the sequence described in Section 4.2 on the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, and shall, from and after the Effective Time, be binding on and enure to the benefit of the Applicants and the other Sherritt Entities, the Debtholders, the Indenture Trustees, the Released Parties and all other Persons named or referred to in, or subject to, this Plan and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns. The Articles of Arrangement shall be filed and the Certificate of Arrangement shall be issued in each case with respect to the Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 4.2 has become effective in the sequence set

 

C-26


forth therein. No portion of this Plan shall take effect with respect to any party or Person until the Effective Time.

 

6.4

Revolving Bank Facility Obligations Unaffected

Notwithstanding any other provision of this Plan, (i) nothing herein shall affect the Revolving Bank Facility Obligations, and (ii) all rights, interests, claims and entitlements of the Revolving Bank Facility Administrative Agent and the Revolving Bank Facility Lenders under and in respect of the Revolving Bank Facility Agreement, the other Financing Agreements (as defined in the Revolving Bank Facility Agreement), and all other Revolving Bank Facility Obligations and related agreements shall remain unaffected in all respects by this Plan (including all transactions, releases, injunctions, waivers and deeming provisions contemplated herein). Without limiting the foregoing, the provisions of Article 5 and Sections 6.3, 7.1, 7.2 and 7.4 shall not apply to the Revolving Bank Facility Administrative Agent, the Revolving Bank Facility Lenders or the Revolving Bank Facility Obligations, and the term Persons, as used therein, shall exclude the Revolving Bank Facility Administrative Agent and the Revolving Bank Facility Lenders in respect of the Revolving Bank Facility Obligations.

ARTICLE 7

GENERAL

 

7.1

Deemed Consents, Waivers and Agreements

At the Effective Time:

 

  (a)

each Debtholder shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety;

 

  (b)

each Sherritt Entity and Debtholder shall be deemed to have executed and delivered to the other parties all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety; and

 

  (c)

all consents, releases, assignments and waivers, statutory or otherwise, required from any Person to implement and carry out this Plan in its entirety shall be deemed to have been executed and delivered to the Applicants.

 

7.2

Waiver of Defaults

From and after the Effective Time, all Persons named or referred to in, or subject to, this Plan shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety. Without limiting the foregoing, from and after the Effective Time, all Persons shall be deemed to have:

 

  (a)

waived any and all defaults or events of default, third-party change of control rights or any non-compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease, licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection

 

C-27


 

with, the Debt, the Debt Documents, the Arrangement, the Arrangement Agreement, this Plan, the transactions contemplated hereunder, the CBCA Proceedings and any other proceedings commenced with respect to or in connection with this Plan and any and all amendments or supplements thereto. Any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Applicants or the other Sherritt Entities, as applicable, and their respective successors and assigns from performing their obligations under this Plan or any contract or agreement entered into pursuant to, in connection with, or contemplated by, this Plan; and

 

  (b)

agreed that if there is any conflict between the provisions of any agreement or other arrangement, written or oral, existing between such Person and any of the Applicants prior to the Effective Date and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly,

provided, however, that notwithstanding any other provision of this Plan, nothing herein shall affect the obligations of any of the Applicants to any employee thereof in their capacity as such, including any contract of employment between any Person and any of the Applicants.

 

7.3

Compliance with Deadlines

The Applicants have the right to waive strict compliance with the Early Consent Deadline, and the right to waive strict compliance with any election or other deadlines pursuant to this Plan, and shall be entitled to waive any deficiencies with respect to any forms or other documentation submitted pursuant to this Plan.

 

7.4

Paramountcy

From and after the Effective Date, any conflict between this Plan and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, loan agreement, commitment letter, by-laws or other agreement, written or oral, and any and all amendments or supplements thereto existing between one or more of the Debtholders and any one or more of the Applicants and/or the Guarantors with respect to the Debt Documents as at the Effective Date shall be deemed to be governed by the terms, conditions and provisions of this Plan and the Final Order, which shall take precedence and priority.

 

7.5

Deeming Provisions

In this Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable.

 

7.6

Modification of Plan

 

  (a)

The Applicants reserve the right to amend, restate, modify and/or supplement this Plan at any time and from time to time, provided that (except as provided in subsection (d) below) any such amendment, restatement, modification or

 

C-28


 

supplement must be contained in a written document that is (i) filed with the Court and, if made following the Debtholders’ Meeting, approved by the Court, and (ii) communicated to the Debtholders in the manner required by the Court (if so required).

 

  (b)

Any amendment, restatement, modification or supplement to this Plan may be proposed by the Applicants at any time prior to or at the Debtholders’ Meeting, with or without any prior notice or communication (other than as may be required under the Interim Order), and if so proposed and accepted at the Debtholders’ Meeting, shall become part of this Plan for all purposes.

 

  (c)

Any amendment, restatement, modification or supplement to this Plan may be made by the Applicants, at any time and from time to time, without requiring further approval at Debtholders’ Meeting or the filing with, or approval of, the Court, in order to reflect the Alternative CFA Lender Transaction, if such Alternative CFA Lender Transaction is agreed to by the Applicants and the applicable CFA Lender(s), as set out in Section 2.3.

 

  (d)

Any amendment, restatement, modification or supplement to this Plan may be made following the Debtholders’ Meeting by the Applicants, without requiring filing with, or approval of, the Court, provided that it concerns a matter which is of an administrative nature and is required to better give effect to the implementation of this Plan and is not materially adverse to the financial or economic interests of any of the Debtholders.

 

7.7

Notices

Any notice or other communication to be delivered hereunder must be in writing and refer to this Plan and may, as hereinafter provided, be made or given by personal delivery, prepaid mail or email addressed to the respective parties as follows:

 

  (a)

if to the Applicants, at:

Sherritt International Corporation

c/o Goodmans LLP

333 Bay Street, Suite 3400

Toronto, Ontario

M5H 2S7

Attention:         Robert J. Chadwick and Caroline Descours

Email:               rchadwick@goodmans.ca

                          cdescours@goodmans.ca

 

  (b)

if to the Noteholders, to the address for the Existing Indenture Trustee on behalf of the Noteholders;

 

  (c)

if to a CFA Lender, to the address for such CFA Lender as shown on Sherritt’s books and records,

 

C-29


or to such other address as any party above may from time to time notify the others in accordance with this Section 7.7. In the event of any strike, lock-out or other event which interrupts postal service in any part of Canada, all notices and communications during such interruption may only be given or made by personal delivery or by email and any notice or other communication given or made by prepaid mail within the five (5) Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not to have been given or made. Any such notices and communications so given or made, in the case of notice by way of personal delivery or email, shall be deemed to have been given or made and to have been received on the day of delivery or of emailing, as applicable, if received on a Business Day before 5:00 p.m. (local time), or on the next following Business Day if received after 5:00 p.m. (local time) on a Business Day or at any time on a non-Business Day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the fifth Business Day following the date on which such notice or other communication is mailed. The unintentional failure by the Applicants to give a notice contemplated hereunder to any particular Debtholder shall not invalidate this Plan or any action taken by any Person pursuant to this Plan.

 

7.8

Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality, each of the Persons named or referred to in, affected by or subject to, this Plan will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated herein. For greater certainty, and without limiting any other provision of this Plan, each of the CFA Lenders, and any of their respective successors or assigns, shall take such steps, execute and submit such documents and complete such filings as necessary or desirable to effectuate the transactions contemplated hereby.

 

C-30


APPENDIX D

ARRANGEMENT AGREEMENT

SEE ATTACHED

 

D-1


ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of the 25th day of February, 2020 (the “Agreement”).

BETWEEN:

SHERRITT INTERNATIONAL CORPORATION, a corporation existing under the laws of Canada (“Sherritt”)

– and –

11722573 CANADA LTD., a corporation incorporated under the laws of Canada (“Sherritt Amalco”)

RECITALS:

A. Sherritt and Sherritt Amalco intend to apply to the Ontario Superior Court of Justice (Commercial List) (the “Court”) for an order approving the arrangement (the “Arrangement”), pursuant to Section 192 of the Canada Business Corporations Act (the “CBCA”), as set forth in the plan of arrangement (as may be amended, modified and/or supplemented, the “Plan of Arrangement”) a copy of which is attached hereto as Schedule “A”; and

B. Sherritt and Sherritt Amalco (collectively, the “Parties”) wish to enter into this Agreement to formalize certain matters relating to the foregoing and other matters relating to the Plan of Arrangement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

Article 1

INTERPRETATION

 

1.01

Definitions

All capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan of Arrangement.

 

1.02

Interpretation Not Affected by Headings

The division of this Agreement into articles, sections and schedules and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

 

D-2


1.03

Article References

Unless reference is specifically made to some other document or instrument, all references herein to articles, sections and schedules are to articles, sections and schedules of this Agreement.

 

1.04

Incorporation of Schedules

The following schedules are incorporated into and form an integral part of this Agreement:

Schedule A – Plan of Arrangement

 

1.05

Extended Meanings

Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, bodies corporate, trusts, unincorporated organizations, governments, regulatory authorities, and other entities.

 

1.06

Date for any Action

In the event that any date on which any action required to be taken hereunder by any of the Parties hereto is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

 

1.07

Entire Agreement

This Agreement, together with the schedules attached hereto, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect to the subject matter hereof.

 

1.08

Governing Law

This Agreement will be governed by, interpreted and enforced in accordance with the laws of the province of Ontario and the federal laws of Canada. All questions as to the interpretation or application of this Agreement and all proceedings taken in connection with this Agreement and its provisions shall be subject to the exclusive jurisdiction of the Court.

Article 2

THE ARRANGEMENT

 

2.01

Arrangement

Sherritt and Sherritt Amalco shall apply to the Court pursuant to Section 192 of the CBCA for an order approving the Arrangement and in connection with such application shall:

 

D-3


  (a)

proceed with and diligently prosecute an application for the Final Order; and

 

  (b)

subject to obtaining the approvals contemplated in the Plan of Arrangement and such other conditions precedent to the implementation of the Arrangement (as set out herein and in the Plan of Arrangement), take steps necessary to submit the Arrangement to the Court and apply for the Final Order.

Subject to the fulfillment or waiver of the conditions set forth herein (including, for certainty, the Plan of Arrangement), the Parties shall deliver to the CBCA Director, immediately following fulfillment or waiver, as applicable, of such conditions, articles of arrangement and such other documents as may be required to give effect to the Arrangement.

Article 3

COVENANTS

 

3.01

General Covenants

Each Party covenants with the other Party that it will:

 

  (a)

make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of the Plan of Arrangement and to give effect to the transactions contemplated therein, both prior to and following the Effective Date;

 

  (b)

use all reasonable efforts to cause each of the conditions precedent set forth in Section 5.01 hereof which are within its control to be satisfied on or before the Effective Date; and

 

  (c)

not take any action that would be knowingly contrary with the transactions contemplated by this Agreement and the Plan of Arrangement.

 

3.02

Additional Covenants of the Parties

Each Party further covenants and agrees that it will, as applicable:

 

  (a)

submit the Arrangement to the Court and apply for the Final Order;

 

  (b)

perform the obligations and take the actions required to be performed by it under this Agreement and the Plan of Arrangement, and do all such other acts and things as may be necessary, or within the reasonable discretion of such Party desirable, and within its power and control in order to carry out and give effect to the transactions contemplated by this Agreement and the Plan of Arrangement, including (without limitation) using commercially reasonable efforts to:

 

  (i)

effect the issuances, deliveries and payments set forth in Sections 3.1 to 3.3 of the Plan of Arrangement;

 

D-4


  (ii)

carry out the Effective Date transactions set forth in Section 4.2 of the Plan of Arrangement;

 

  (iii)

obtain the approvals provided for in the Interim Order;

 

  (iv)

obtain the Final Order; and

 

  (v)

obtain such other material consents, approvals and/or waivers as are necessary for the implementation of the Arrangement;

 

  (c)

upon issuance of the Final Order and subject to the conditions precedent in Article 5 hereof and Section 6.1 of the Plan of Arrangement, proceed to file the Articles of Arrangement, the Final Order and all related documents with the CBCA Director in accordance with the CBCA; and

 

  (d)

file such materials, together with other disclosure materials required to be filed in accordance with applicable corporate and securities laws, in a timely and expeditious manner.

Article 4

REPRESENTATIONS AND WARRANTIES

 

4.01

Representations and Warranties of the Parties

Each Party represents and warrants to the other Party as follows, and acknowledges that the other Party is relying upon such representations and warranties:

 

  (a)

such Party is an entity duly formed and validly existing under the laws of the jurisdiction of its organization and has the power and capacity to enter into this Agreement, and to perform its obligations hereunder;

 

  (b)

the execution and delivery of this Agreement and all documents to be delivered pursuant hereto and the completion of the transactions contemplated hereby do not and will not, to the best of the knowledge of such Party who have been involved in the discussions concerning the Plan of Arrangement:

 

  (i)

result in any violation of the provisions of the articles or by-laws or similar organizational documents of such Party; and

 

  (ii)

violate or conflict with any judgment, order, statute, law, ordinance, rule or regulation applicable to such Party or any of its properties or assets, except, in the case for violations or conflicts that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on such Party’s ability to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and

 

  (c)

the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly approved by the board of directors or applicable governance committee of such Party and this Agreement

 

D-5


 

constitutes a valid and binding obligation of such Party enforceable against it in accordance with its terms.

Article 5

CONDITIONS PRECEDENT

 

5.01

Mutual Conditions Precedent

The respective obligations of the Parties to complete the transactions contemplated by this Agreement shall be subject to the fulfilment or satisfaction, on or before the Effective Date, of each of the following conditions, any of which (that are in favour of the Parties) may be waived collectively by them without prejudice to their right to rely on any other condition:

 

  (a)

the conditions precedent set out in Article 6.1 of the Plan of Arrangement shall have been fulfilled, satisfied or waived pursuant to the terms of the Plan of Arrangement; and

 

  (b)

the Parties shall have taken all necessary corporate actions and proceedings in connection with, and in order to give effect to, the Plan of Arrangement.

Article 6

NOTICES

 

6.01

Notices

Any notices or communication to be made or given hereunder shall be in writing (including by e-mail) and be made or given by the person making or giving it or by any agent of such person authorized for that purpose by personal delivery, by prepaid courier delivery or by e-mail addressed to the respective Parties as follows:

If to Sherritt or Sherritt Amalco:

Sherritt International Corporation

22 Adelaide Street West, Suite 4220

Toronto, Ontario M5H 4E3

Canada

Attention: David Pathe / Ward Sellers

E-mail:     david.pathe@sherritt.com / ward.sellers@sherritt.com

with a copy to:

Goodmans LLP

333 Bay Street, Suite 3400

Toronto, Ontario M5H 2S7

Canada

Attention: Robert J. Chadwick / Caroline Descours

E-mail:     rchadwick@goodmans.ca / cdescours@goodmans.ca

 

D-6


or to such other address as any Party may from time to time notify the others in accordance with this Section 6.01. In the event of any strike, lock-out or other event which interrupts postal service in any part of Canada, all notices and communications during such interruption may only be given or made by personal delivery or by e-mail and any notice or other communication given or made by prepaid mail within the five Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not to have been given or made. All such notices and communications so given or made shall be deemed to have been received, in the case of notice by e-mail or by personal delivery prior to 5:00 p.m. (local time) on a Business Day, when received or if received after 5:00 p.m. (local time) on a Business Day or at any time on a non-Business Day, on the next following Business Day and, in the case of notice mailed as aforesaid, on the fifth Business Day following the date on which such notice or other communication is mailed.

Article 7

AMENDMENT

 

7.01

Amendments

This Agreement may, at any time and from time to time, but not later than the Effective Date, be amended in any respect whatsoever by written agreement of the Parties hereto without, subject to applicable law, further notice to or authorization on the part of their respective securityholders.

 

7.02

Termination

This Agreement shall be terminated if an agreement to terminate it is executed and delivered by all Parties or may be terminated by any Party on written notice to the other Party upon any termination of the CBCA Proceedings.

Article 8

GENERAL

 

8.01

Binding Effect

This Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall be solely for the benefit of the Parties hereto and no other Person shall be a third party beneficiary hereof.

 

8.02

No Assignment

No Party may assign its rights or obligations under this Agreement without the consent of the other Party.

 

8.03

Equitable Remedies

All covenants herein shall be qualified as to applicable bankruptcy and other laws affecting the enforcement of creditors’ rights generally and to the effect that specific performance, being an equitable remedy, may only be ordered at the discretion of the Court.

 

D-7


8.04

Severability

If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

 

  (a)

the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

 

  (b)

the invalidity, illegality or unenforceability of any provision or part thereof contained in this Agreement in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Agreement in any other jurisdiction.

 

8.05

Time of Essence

Time shall be of the essence in respect of this Agreement.

 

8.06

Execution in Counterparts

This Agreement may be executed in any number of counterparts, each of which is and is hereby conclusively deemed to be an original and which counterparts collectively are to be conclusively deemed one instrument. A counterpart may be delivered by e-mail or other electronic means, which shall be as effective as hand delivery of the original executed counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

 

D-8


IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first written above.

 

SHERRITT INTERNATIONAL CORPORATION
Per:   (signed) “Andrew Snowden”
  Name: Andrew Snowden
  Title: Senior Vice President & Chief Financial Officer

 

11722573 CANADA LTD.
Per:   (signed) “Ward Sellers”
  Name: Ward Sellers
  Title: Director & Secretary

[Signature Page to Arrangement Agreement]

 

D-9


SCHEDULE A

PLAN OF ARRANGEMENT

[See Appendix C]

 

D-10


APPENDIX E

NOTICE OF APPLICATION

SEE ATTACHED

 

E-1


LOGO

 

Court File No.: CV-20 - 636938-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED, AND RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD., AND INVOLVING SHERRITT INTERNATIONAL OIL AND GAS LIMITED, SHERRITT INTERNATIONAL(BAHAMAS) INC., SHERRITT POWER(BAHAMAS) INC., SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED, SHERRITT UTILITIES INC., CANADA NORTHWEST OILS (EUROPE) B.V., CNWL OIL (ESPANA) S.A., AND MADAGASCAR MINERAL INVESTMENTS LTD.

SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD.

Applicants

NOTICE OF APPLICATION

TO THE RESPONDENTS:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicants. The claim made by the Applicants appears on the following page.

THIS APPLICATION will come on for a hearing before a Judge presiding over the Commercial List on April 16, 2020 at 10:00 a.m. (Toronto time) or such other date to be set by the Court, at 330 University Avenue, Toronto, Ontario.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicants’ lawyer or, where the Applicants do not have a lawyer, serve it on the Applicants, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicants’ lawyer or, where the Applicants do not have a lawyer, serve it on the Applicants, and file it, with proof of service, in the court office


where the application is to be heard as soon as possible, but not later than 2 p.m. on the day before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

 

Date      February 26, 2020     Issued by   /s/ Alexandra Medeiros Cardoso
      Alexandra Medeiros Cardoso
      Registrar, Superior Court of Justice
      Local registrar
    Address of   330 University Avenue, 9th Floor
    court office   Toronto, Ontario M5G 1R7

 

TO:

   COMPUTERSHARE TRUST COMPANY OF CANADA, as Indenture Trustee
     100 University Avenue
     11th Floor, North Tower
     Toronto, ON M5J 2Y1

TO:

   SUMITOMO CORPORATION
     2-3-2, Otemachi, Chiyoda-Ku
     Tokyo, 100-8601
     Japan

TO:

   SUMMIT AMBATOVY MINERAL RESOURCES INVESTMENT B.V.
     2-3-2, Otemachi, Chiyoda-Ku
     Tokyo, 100-8601
     Japan

 

- 2 -


TO:    THE EXPORT-IMPORT BANK OF KOREA
     16-1, Yeouido-dong, Yeongdeungpo-gu,
     Seoul 150-996,
     Korea
TO:    KOREA RESOURCES CORPORATION
     199 Hyeoksin-ro
     Wonju-si, Gangwon-do
     Republic of Korea 26464
TO:    THE DIRECTOR UNDER THE CANADA BUSINESS
     CORPORATIONS ACT
     Compliance & Policy Directorate
     Corporations Canada, Industry Canada
     9th Floor, Jean Edmonds Tower South
     365 Laurier Avenue West
     Ottawa, ON K1A 0C8

 

- 3 -


APPLICATION

 

1.

THE APPLICANTS MAKE AN APPLICATION FOR:

 

  a)

an interim Order (the Interim Order) for advice and directions pursuant to section 192(4) of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA) with respect to a proposed arrangement (the Arrangement) of Sherritt International Corporation (Sherritt) and 11722573 Canada Ltd. (Sherritt Amalco and, together with Sherritt, the Applicants) pursuant to a Plan of Arrangement (the CBCA Plan), including authorizing the Applicants to conduct a meeting of (i) Debtholders to, among other things, consider and vote on the CBCA Plan, and (ii) a meeting of Shareholders to, among other things, consider and vote on a reduction of Sherritt’s stated capital, and providing certain ancillary relief;1

 

  b)

an Order approving the Arrangement pursuant to sections 192(3) and 192(4) of the CBCA; and

 

  c)

such further and other relief as this Court may deem just.

 

2.

THE GROUNDS FOR THE APPLICATION ARE:

 

  a)

the Applicants are corporations governed by the CBCA;

 

  b)

it is expected that, in connection with the Arrangement, Sherritt and Sherritt Amalco will amalgamate;

 

1 

Capitalized terms not otherwise defined herein have the meanings given to them in the Snowden Affidavit (as defined below).


  c)

the Applicants wish to effect fundamental changes in the nature of an arrangement under the provisions of the CBCA;

 

  d)

it is not practicable for the Applicants to effect the Arrangement under any other provision of the CBCA;

 

  e)

the Application has been put forward in good faith and is in the best interests of the Applicants and the stakeholders of the Applicants;

 

  f)

the Arrangement is procedurally and substantively fair and reasonable to all affected parties;

 

  g)

the Applicants intend to rely upon the prospectus and registration exemptions found in section 2.11 of National Instrument 45-106 Prospectus Exemptions and section 3(a)(10) of the United States Securities Act, 1933 with respect to the new second lien notes to be issued by Sherritt pursuant to the Arrangement. If made, the final Order approving the Arrangement (the Final Order) will constitute the basis for these exemptions;

 

  h)

this Notice of Application will be sent to all of those listed in this Notice of Application;

 

  i)

all statutory requirements under the CBCA have been or will have been satisfied by the hearing of the within Application;

 

- 2 -


  j)

certain of the Debtholders of the Applicants are resident outside of Ontario and will be served pursuant to the terms of the Interim Order or any other order for advice and directions granted by this Court;

 

  k)

rules 1.04, 1.05, 3.02, 14.05, 16, 17.02, 37, 38 and 39 of the Rules of Civil Procedure;

 

  1)

section 192 of the CBCA; and

 

  m)

such further and other grounds as counsel may advise and this Court may permit.

 

3.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the Application:

 

  a)

such interim Order as may be granted by this Court;

 

  b)

the affidavit of Andrew Snowden sworn February 25, 2020, and the exhibits thereto (the Snowden Affidavit);

 

  c)

any further affidavit to be sworn on behalf of the Applicants, with exhibits thereto, in connection with the Application for the Final Order; and

 

  d)

such further and other material as counsel may advise and this Court may permit.

 

- 3 -


February 26, 2020    GOODMANS LLP
   Barristers & Solicitors
   333 Bay Street, Suite 3400
   Toronto, Canada M5H 2S7
   Robert J. Chadwick LSO#: 35165K
   rchadwick@goodmans.ca
   Caroline Descours LSO#: 58251A
   cdescours@goodmans.ca
   Andrew Harmes LSO#: 73221A
   aharmes@goodmans.ca
   Tel: (416) 979-2211
   Fax: (416) 979-1234
   Lawyers for the Applicants

 

- 4 -


IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

   Court File No.: CV-20-636938-00CL

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND SHERRITT 11722573 CANADA LTD.

  

Applicants

 

  

ONTARIO

SUPERIOR COURT OF JUSTICE-

COMMERCIAL LIST

 

Proceeding commenced at Toronto

   NOTICE OF APPLICATION
  

GOODMANS LLP

Barristers & Solicitors

333 Bay Street, Suite 3400

Toronto, Canada M5H 2S7

  

Robert J. Chadwick LSO#: 35165K

rchadwick@goodmans.ca

  

Caroline Descours LSO#: 58251A

cdescours@goodmans.ca

  

Andrew Harmes LSO#: 73221A

aharmes@goodmans.ca

  

Tel: (416) 979-2211

Fax: (416) 979-1234

6962095   

Lawyers for the Applicants


APPENDIX F

INTERIM ORDER

SEE ATTACHED

 

F-1


LOGO

Court File No. CV-20-636938-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

 

THE HONOURABLE MADAM

  )    WEDNESDAY, THE 26TH

JUSTICE CONWAY

  )    DAY OF FEBRUARY, 2020
  )   

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD., AND INVOLVING SHERRITT INTERNATIONAL OIL AND GAS LIMITED, SHERRITT INTERNATIONAL (BAHAMAS) INC., SHERRITT POWER (BAHAMAS) INC., SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED, SHERRITT UTILITIES INC., CANADA NORTHWEST OILS (EUROPE) B.V., CNWL OIL (ESPANA) S.A., AND MADAGASCAR MINERAL INVESTMENTS LTD.

INTERIM ORDER

THIS MOTION made by Sherritt International Corporation (Sherritt or the Company) and 11722573 Canada Ltd. (together with Sherritt, the Applicants) for an interim order for advice and directions pursuant to Section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA) was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Motion, the Notice of Application, the affidavit of Andrew Snowden sworn February 25, 2020 (the Snowden Affidavit), including the plan of arrangement (the Plan of Arrangement) substantially in the form attached as Appendix “C” to the Company’s draft management information circular (the Information Circular) which is


attached as Exhibit “A" to the Snowden Affidavit, and on hearing the submissions of counsel for the Applicants, and on being advised that the Director appointed under the CBCA (the “Director”) does not consider it necessary to appear.

Definitions

1. THIS COURT ORDERS that capitalized terms used and not specifically defined herein shall have the meanings ascribed to them in the Information Circular or the Plan of Arrangement, as applicable.

Service

2. THIS COURT ORDERS that the requirement for service of the Notice of Motion is hereby dispensed with and that this Motion is properly returnable today.

The Meetings

3. THIS COURT ORDERS that the Applicants are permitted to call, hold and conduct a separate meeting for each of (i) the Debtholders and (ii) the Shareholders, in each case to be held at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario, as follows:

 

  a)

the meeting of the Debtholders as of the Record Date (as defined below) (the Debtholders’ Meeting) shall be held at 10:00 a.m. (Toronto time) on April 9, 2020, or such later date as may be determined by the Applicants, in order for the Debtholders to consider and, if determined advisable, pass a resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (the Debtholders’ Arrangement Resolution); and

 

2


  b)

the meeting of the Shareholders as of the Record Date (the “Shareholders’ Meeting”, and together with the Debtholders’ Meeting, the “Meetings”) shall be held at 10:30 a.m. (Toronto time) on April 9, 2020, or such later date as may be determined by the Applicants, in order for the Shareholders to consider and, if determined advisable, pass a resolution authorizing, adopting and approving, with or without variation the Stated Capital Reduction (the “Stated Capital Reduction Resolution”, and together with the Debtholders’ Arrangement Resolution, the “Resolutions”).

4. THIS COURT ORDERS that the Meetings shall be called, held and conducted in accordance with the CBCA, the rulings and directions of the Chair, this Interim Order and the applicable notices of the Meetings which accompany the Information Circular (the Notices of Meetings), subject to what may be provided hereafter (including, without limitation, paragraph 9 of this Interim Order) and subject to further order of this Court.

5. THIS COURT ORDERS that the record date (the “Record Date”) for determination of Debtholders and Shareholders entitled to notice of, and to vote at, the Meetings, shall be 5:00 p.m. (Toronto time) on the date that is set forth in the Applicants’ notice of record date published in The Globe and Mail, The National Post or other similar newspaper (the “Record Date Notice”), which Record Date shall be at least seven days following publication by (or on behalf of) the Applicants of the Record Date Notice.

6. THIS COURT ORDERS that the only persons entitled to attend or speak at the Debtholders’ Meeting shall be:

 

3


  a)

the Debtholders as of the Record Date, or their respective proxyholders, and their respective legal counsel;

 

  b)

the officers, directors, auditors and advisors of the Applicants;

 

  c)

the Existing Indenture Trustee and its legal counsel;

 

  d)

the Director; and

 

  e)

other persons who may receive the permission of the Chair of the Debtholders’ Meeting.

7. THIS COURT ORDERS that the only persons entitled to attend or speak at the Shareholders’ Meeting shall be:

 

  a)

the Shareholders as of the Record Date, or their respective proxyholders, and their respective legal counsel;

 

  b)

the officers, directors, auditors and advisors of the Applicants;

 

  c)

the Director; and

 

  d)

other persons who may receive the permission of the Chair of the Shareholders’ Meeting.

8. THIS COURT ORDERS that the Applicants may transact such other business at the Meetings as is contemplated in the Information Circular, or as may otherwise be properly brought before the Meetings.

 

4


Chair and Quorum

9. THIS COURT ORDERS that the Chair of each of the Meetings shall be determined by the Applicants and that quorum at each of the Debtholders’ Meeting and the Shareholders’ Meeting shall be satisfied if two or more persons entitled to vote at such Debtholders’ Meeting or Shareholders’ Meeting, respectively, are present, in person or represented by proxy, at the outset of such Debtholders’ Meeting or Shareholders’ Meeting, respectively.

Amendments to the Arrangement and Plan of Arrangement

10. THIS COURT ORDERS that the Applicants are authorized to make, subject to the terms of paragraph 11 below and the Plan of Arrangement, such amendments, modifications and/or supplements to the Arrangement and the Plan of Arrangement as they may determine without any additional notice to the Debtholders, or others entitled to receive notice under paragraph 15 hereof, and the Arrangement and Plan of Arrangement, as so amended, modified and/or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Debtholders at the Debtholders’ Meeting and shall be the subject of the Debtholders’ Arrangement Resolution. Amendments, modifications and/or supplements to the Arrangement and Plan of Arrangement may be made following the Debtholders’ Meeting, but shall be subject to the terms of the Plan of Arrangement and, if appropriate, further direction by this Court at the hearing for the final order approving the Arrangement (the “Final Order”).

11. THIS COURT ORDERS that, if any amendments, modifications and/or supplements to the Arrangement or Plan of Arrangement prior to the Debtholders’ Meeting as referred to in paragraph 10 above, would, if disclosed, reasonably be expected to affect a Debtholder’s decision to vote for or against the Debtholders’ Arrangement Resolution, notice of such amendment,

 

5


modification and/or supplement shall be distributed prior to the Debtholders’ Meeting by press release, newspaper advertisement, prepaid ordinary mail, e-mail or by the method most reasonably practicable in the circumstances, as the Applicants may determine, and that the Applicants shall provide notice of such amendment, modification and/or supplement to the Existing Indenture Trustee by the method most reasonably practicable in the circumstances as the Applicants may determine.

Amendments to the Information Circular

12. THIS COURT ORDERS that the Applicants are authorized to make such amendments, revisions and/or supplements to the draft Information Circular as they may determine and the Information Circular, as so amended, revised and/or supplemented, shall be the Information Circular to be distributed in accordance with paragraphs 15 and 21 hereof.

Adjournments and Postponements

13. THIS COURT ORDERS that the Applicants are authorized, if they deem advisable, to adjourn or postpone one or both of the Meetings on one or more occasions, without the necessity of first convening such Meetings or first obtaining any vote of the Debtholders or Shareholders, as applicable, respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Applicants may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair in respect of adjournments or postponements of the Meetings.

14. THIS COURT ORDERS that any adjournment or postponement of one or both of the Meetings shall not have the effect of modifying the Record Date for persons entitled to receive

 

6


notice of or vote at such Meetings. At any subsequent reconvening of an adjourned or postponed Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convened Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent reconvening of such adjourned or postponed Meeting.

Notice of Debtholders’ Meeting and Debtholder Solicitation Process

15. THIS COURT ORDERS that, to effect notice of the Debtholders’ Meeting, the Applicants shall send the Information Circular (including the applicable Notice of Meeting, the Notice of Application and this Interim Order), as well as:

 

  a)

for Noteholders, a Noteholder voting information and election form (including any electronic version thereof for use by its Intermediary (as defined below)) (the “Noteholder VIEF”) (collectively with the Information Circular, and together with such amendments or additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order, the “Noteholder Meeting Package”), which Noteholder VIEF shall provide instructions for how a beneficial Noteholder can instruct its Intermediary as to how to vote its Existing Notes at the Debtholders’ Meeting (the “Noteholder Instructions”); and

 

  b)

for CFA Lenders, a CFA Lender proxy, voting and election form (the “CFA Lender Voting and Election Form”) (collectively with the Information Circular, and together with such amendments or additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the Willis of this Interim Order, the “CFA Lender Meeting Package”, and together with the

 

7


 

Noteholder Meeting Package, the “Debtholder Meeting Packages”), which CFA Lender Voting and Election Form shall provide instructions for how a CFA Lender can instruct Sherritt (or its agents) as to how it wishes to vote its CFA Loans at the Debtholders’ Meeting and the CFA Lender Election (as defined below) it wishes to make (the “CFA Lender Instructions”),

in each case to Kingsdale Advisors (the “Proxy, Information and Exchange Agent”) for distribution, as applicable, in accordance with this Interim Order. For the avoidance of doubt, all Debtholder Meeting Packages and all other communications or documents to be sent pursuant to this Interim Order shall be distributed by or on behalf of the Applicants.

16. THIS COURT ORDERS that, as soon as practicable after the Record Date, the Existing Indenture Trustee shall request, and promptly upon receipt shall provide, or cause to be provided, to the Applicants and the Proxy, Information and Exchange Agent a list (or lists) showing the names and addresses of all persons who are participants (each, an “Intermediary”) holding Existing Notes in the clearing, settlement and depository system operated by CDS (“CDSX”) and the principal amount of Existing Notes held by each Intermediary as of the Record Date (the “Intermediaries Lists”).

17. THIS COURT ORDERS that, upon receipt by the Proxy, Information and Exchange Agent of the Intermediaries Lists, the Proxy, Information and Exchange Agent shall send a Noteholder Meeting Package to CDS, whose nominee, CDS & Co., is the sole registered Noteholder of the Existing Notes, and shall, through the facilities of CDS, Broadridge Investor Communication Solutions, Canada, a subsidiary of Broadridge Financial Solutions, Inc. (“Broadridge”), and any other applicable proxy mailing service providers, provide, or cause to be

 

8


provided, in a timely manner and in accordance with customary practices, one Noteholder Meeting Package to each beneficial Noteholder that has an account (directly or indirectly through an agent or custodian) with the Intermediaries.

18. THIS COURT ORDERS that concurrently with the mailing of the Noteholder Meeting Packages as contemplated in paragraph 17 above, CDS shall, in accordance with its customary procedures, cause to be delivered through the Intermediaries to each beneficial Noteholder information pertaining to an electronic version of the Noteholder VIEF through a CDS bulletin and establish a voluntary corporate action pursuant to CDSX or any other similar program which provides each beneficial Noteholder with the opportunity to submit its Noteholder Instructions.

19. THIS COURT ORDERS that each Intermediary shall take any and all reasonable action required to assist any beneficial Noteholder which has an account (directly or through an agent or custodian) with such Intermediary in returning to the Intermediary its Noteholder Instructions or such other documentation (or electronic instructions) as the Intermediary may customarily request from a beneficial Noteholder for purposes of enabling it to vote at the Debtholders’ Meeting and to deliver its Noteholder Instructions.

20. THIS COURT ORDERS that, as soon as practicable after receipt of the Debtholder Meeting Packages pursuant to paragraph 15 above, the Proxy, Information and Exchange Agent, or the Applicants, shall send, or cause to be sent, by pre-paid ordinary or first-class mail, recognized courier service, e-mail or such other means as the Applicants may determine are reasonable in the circumstances, as follows:

 

  a)

a Noteholder Meeting Package to the Existing Indenture Trustee; and

 

9


  b)

a CFA Lender Meeting Package to each CFA Lender at the address or other contact information in the books and records of the Company for the CFA Lenders, and Sherritt shall post electronic copies of the Noteholder Meeting Package on its website, all in accordance with this Interim Order.

Notice of Shareholders’ Meeting and Proxy Solicitation Process

21. THIS COURT ORDERS that, in order to effect notice of the Shareholders’ Meeting, the Applicants shall send the Information Circular (including the applicable Notice of Meeting, the Notice of Application and this Interim Order) and the form of proxy, along with such amendments or additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order (collectively, the “Shareholder Meeting Packages”), to:

 

  a)

the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Shareholders’ Meeting, excluding the date of sending and the date of the Shareholders’ Meeting, by one or more of the following methods:

 

  i)

by pre-paid ordinary or first-class mail to the addresses of the Shareholders as they appear on the books and records of Sherritt, or its registrar and transfer agent, AST Trust Company (Canada) (the “Transfer Agent”), at the close of business on the Record Date and if no valid address is shown therein, then the last address of the person known to the Corporate Secretary of Sherritt;

 

10


  ii)

by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

 

  iii)

by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Sherritt, who requests such transmission in writing and, if required by Sherritt, who is prepared to pay the charges for such transmission;

 

  b)

the non-registered beneficial Shareholders by providing sufficient copies of the Shareholder Meeting Packages to Intermediaries (or their agents) in a timely manner, in accordance with National Instrument 54-101 of the Canadian Securities Administrators; and

 

  c)

the respective directors and auditors of the Applicants, and to the Director, by delivery in person, by recognized courier service, by pre-paid ordinary mail, first-class mail, facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Shareholders’ Meeting,

and, for the avoidance of doubt, all Shareholder Meeting Packages and all other communications or documents to be sent pursuant to this Interim Order shall be distributed by or on behalf of the Applicants.

22. THIS COURT ORDERS that accidental failure or omission by the Applicants, the Proxy, Information and Exchange Agent, CDS, Broadridge, any other applicable proxy mailing service providers, the Intermediaries, the Existing Indenture Trustee or any other person referenced in this Interim Order to give notice of the Meetings or to distribute the Debtholder Meeting Packages or

 

11


the Shareholder Meeting Packages to any person entitled by this Interim Order to receive notice or the applicable package, or any failure or omission to give such notice or deliver such package as a result of events beyond the reasonable control of the Applicants, or the non-receipt of such notice or non-delivery of such package shall not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at each of the Meetings. If any such failure or omission is brought to the attention of the Proxy, Information and Exchange Agent or the Applicants, the Proxy, Information and Exchange Agent and the Applicants shall use their reasonable best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

23. THIS COURT ORDERS that in the event of a postal strike, lockout or event that prevents, delays, or otherwise interrupts mailing or delivery of the Debtholder Meeting Packages pursuant to paragraphs 15 to 20 of this Interim Order or the distribution of the Shareholder Meeting Packages pursuant to paragraph 21 of this Interim Order, the issuance of a press release containing the details of the date, time and place of the Meetings, steps that may be taken by Debtholders and Shareholders, as applicable, to deliver or transmit proxies or voting instructions, and advising that the Information Circular will be provided by electronic mail or by courier upon request made by a Debtholder or Shareholder, will be deemed good and sufficient service upon the Debtholders and Shareholders of the Debtholder Meeting Package and Shareholder Meeting Package, as applicable, and shall be deemed to satisfy the requirements of Section 135 of the CBCA.

24. THIS COURT ORDERS that distribution of the Debtholder Meeting Packages pursuant to paragraphs 15 to 20 of this Interim Order and the distribution of the Shareholder Meeting Packages pursuant to paragraph 21 of this Interim Order shall constitute notice of the Meetings and the Record Date and good and sufficient service of the within Application upon the persons

 

12


described in paragraphs 15 to 21 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Debtholder Meeting Packages or the Shareholder Meeting Packages or any portion thereof need be made, or notice given or other material served in respect of these proceedings, the Meetings and/or the Record Date to such persons or to any other persons (whether pursuant to the CBCA or otherwise), except to the extent required by paragraph 11 above.

Amendments to the Meetings Packages

25. THIS COURT ORDERS that the Applicants are hereby authorized to make such amendments, revisions or supplements to the Debtholder Meeting Packages and/or Shareholder Meeting Packages as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order (“Additional Information”), and that, subject to paragraph 11, notice of such Additional Information may be distributed by press release, CDS bulletins, newspaper advertisement, pre-paid ordinary mail or by such other method most reasonably practicable in the circumstances, as the Applicants may determine.

Noteholder Early Consent Consideration

26. THIS COURT ORDERS that in order for a beneficial Noteholder to be eligible to receive Noteholder Early Consent Consideration pursuant to the Plan of Arrangement, subject to the additional terms and conditions of the Plan of Arrangement:

 

  a)

such beneficial Noteholder must submit to its Intermediary (or Intermediaries) on or prior to the Early Consent Date, or such earlier deadline as the Intermediary may advise, its Noteholder Instructions (and any other documentation or instructions as

 

13


 

the Intermediary may customarily request from a beneficial Noteholder for purposes of properly obtaining its voting and election instructions) to permit the Intermediary to duly complete and submit in a timely manner to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants), the beneficial Noteholder’s Noteholder Instructions by 5:00 p.m. (Toronto time) on the Early Consent Date (the “Early Consent Deadline”), and such Noteholder Instructions (and any other documentation or instructions as the Intermediary requests) must all instruct a vote in favour of the Debtholders’ Arrangement Resolution;

 

  b)

such beneficial Noteholder must not have withdrawn or changed its vote in favour of the Debtholders’ Arrangement Resolution prior to the Effective Date; and

 

  c)

the Intermediary must take such steps and/or actions as are necessary or required to complete and submit the beneficial Noteholder’s Noteholder Instructions as provided to the Intermediary in accordance with subparagraph (a) to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) prior to the Early Consent Deadline,

and each such Intermediary shall verify the holdings of the Existing Notes as at the Early Consent Date of the beneficial Noteholders that submit their Noteholder Instructions in accordance with this paragraph 26 and shall submit such beneficial Noteholders’ Noteholder Instructions to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) by the Early Consent Deadline.

 

14


CFA Lender Elections

27. THIS COURT ORDERS that each CFA Lender shall be required to indicate as part of its CFA Lender Instructions whether such CFA Lender wishes to make an Ambatovy Interests Exchange Election or an Amended CFA Loan Election (each a “CFA Lender Election”), which CFA Lender Instructions must be submitted to the Proxy, Information and Exchange Agent by the Voting Deadline pursuant to paragraph 29. If a CFA Lender does not make a CFA Lender Election as set out in the CFA Lender Voting and Election Form and pursuant to the terms of this Interim Order, such CFA Lender shall be deemed to have made an Amended CFA Loan Election and to be an Amended CFA Loan Electing CFA Lender under the Plan of Arrangement.

Voting by VIEFs, Voting Forms and Proxies

28. THIS COURT ORDERS that the Applicants are authorized to use the forms of proxy, voting forms and/or voting information and election forms, including the Noteholder VIEF and the CFA Lender Voting and Election Faun, along with such amendments and additional documents as the Applicants may determine are necessary or desirable and not inconsistent with the terms of this Interim Order (including any electronic versions thereof). The Applicants are authorized, at their expense, to solicit proxies, directly or through their officers, directors or employees, and through the Proxy, Information and Exchange Agent, National Bank Financial Inc., Broadridge and such other agents or representatives or soliciting dealers as the Applicants may retain for that purpose, and by mail or such other forms of personal or electronic communication as they may determine.

 

15


29. THIS COURT ORDERS that if not otherwise cast in accordance with paragraph 26 above, in order to cast a vote at the Debtholders’ Meeting:

 

  a)

beneficial Noteholders must submit to their respective Intermediary at or prior to 5:00 p.m. (Toronto time) on April 7, 2020, or such later date as may be agreed by the Applicants in the event that the applicable Meeting is postponed or adjourned (the “Voting Deadline”), or such earlier deadline as the Intermediary may advise the applicable beneficial Noteholder, its duly completed voting information and election form (or such other documentation or instructions as the Intermediary may customarily request from such beneficial Noteholder for purposes of properly obtaining their voting instructions); and

 

  b)

CFA Lenders must submit to the Proxy, Information and Exchange Agent at or prior to the Voting Deadline, its duly completed proxy, voting and election form (or such other documentation as the Proxy, Information and Exchange Agent may customarily request for purposes of properly obtaining their voting instructions).

30. THIS COURT ORDERS that each Intermediary shall verify the holdings of Existing Notes of the beneficial Noteholders that submit their Noteholder Instructions to such Intermediary pursuant to paragraph 29 above, and shall submit such beneficial Noteholders’ instructions to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) as soon as practicable following receipt of such beneficial Noteholders’ Noteholder Instructions.

31. THIS COURT ORDERS that any beneficial Noteholder or CFA Lender that wishes to attend the Debtholders’ Meeting in person or appoint another person as proxy (other than as

 

16


contemplated by the Noteholder VIEF or the CFA Lender Voting and Election Form, as applicable) (each, an “In-Person Debtholder”) shall be required to contact the Proxy, Information and Exchange Agent and shall be required to complete separate documentation in accordance with the instructions provided by the Proxy, Information and Exchange Agent for purposes thereof.

32. THIS COURT ORDERS that in order to cast its vote at the Shareholders’ Meeting, the Shareholders must submit, or cause to be submitted, to the Transfer Agent by the Voting Deadline, their duly completed proxies in accordance with the instructions contained therein. The Transfer Agent shall provide the proxies received from Shareholders together with a summary thereof to the Proxy, Information and Exchange Agent as soon as practicable following the Voting Deadline.

33. THIS COURT ORDERS that Noteholders shall be entitled to revoke their Noteholder Instructions as follows:

 

  a)

if revoking Noteholder Instructions instructing a vote in favour of the Debtholders’ Arrangement Resolution which was submitted prior to the Early Consent Deadline, then a revocation will be deemed to be made upon such beneficial Noteholder providing amended instructions to such beneficial Noteholder’s Intermediary at any time on or prior to the Early Consent Date, provided such Intermediary has then delivered such amended instructions to CDS in accordance with the process described in paragraph 26 prior to the Early Consent Deadline. For greater certainty, if a Noteholder’s vote in favour of the Debtholders’ Arrangement Resolution is submitted on or prior to the Early Consent Date, such Noteholder may not subsequently revoke such vote after the Early Consent Deadline has passed; and

 

17


  b)

if revoking any other Noteholder Instructions, a revocation will be deemed to be made upon (i) in respect of a change in vote by a beneficial Noteholder, such beneficial Noteholder providing new instructions to its Intermediary at any time up to the Voting Deadline, which the Intermediary must then deliver to CDS in accordance with the process described in paragraph 30 prior to the Voting Deadline (or as soon as reasonably practicable thereafter); (ii) in respect of a withdrawal of a vote (meaning a switch to no vote made and no action taken) by a beneficial Noteholder, the Intermediary of such beneficial Noteholder providing a written statement indicating that such beneficial Noteholder wishes to have its voting instructions revoked, which written statement must be received by the Proxy, Information and Exchange Agent at any time up to the commencement of the applicable Meeting and which withdrawal shall be forwarded to the Applicants upon receipt; and (iii) in any other manner permitted by the Applicants, acting reasonably.

34. THIS COURT ORDERS that CFA Lenders shall be entitled to revoke their CFA Lender Instructions and a revocation of the vote will be deemed to be made upon (a) in respect of a change in vote by a CFA Lender, such CFA Lender providing new instructions to the Proxy, Information and Exchange Agent at any time up to the Voting Deadline (or as soon as reasonably practicable thereafter); (b) in respect of a withdrawal of a vote (meaning a switch to no vote made and no action taken) by a CFA Lender, such CFA Lender providing a written statement indicating that it wishes to have its CFA Lender Instructions revoked, which written statement must be received by the Proxy, Information and Exchange Agent at any time up to the commencement of the applicable

 

18


Meeting and which withdrawal shall be forwarded to the Applicants upon receipt; and (c) in any other manner permitted by the Applicants, acting reasonably.

35. THIS COURT ORDERS that registered Shareholders shall be entitled to revoke their proxies (i) in accordance with subsection 148(4) of the CBCA, or (ii) in any other manner permitted by law.

36. THIS COURT ORDERS that, notwithstanding paragraphs 27 and 32, the Applicants shall have the discretion to accept for voting purposes any duly completed proxy, voting form and/or voting information and election form, as applicable, submitted following the Voting Deadline but prior to the commencement of the applicable Meeting, and the Applicants are hereby authorized to use reasonable discretion as to the adequacy of compliance with respect to the manner in which any proxy, voting form and/or voting information and election form is completed and executed, or electronically submitted, and may waive strict compliance with the deadlines imposed in connection with the deposit or revocation of proxies, voting and/or election instructions, as applicable, if the Applicants deem it advisable to do so.

37. THIS COURT ORDERS that paragraphs 26 to 36 hereof, and the instructions contained in the proxies, voting forms or voting information and election forms, as applicable, shall govern the submission of the applicable proxy, voting form or voting information and election form.

Voting

38. THIS COURT ORDERS that the only persons entitled to vote in person or by proxy (i) on the Debtholders’ Arrangement Resolution, or such other business as may be properly brought before the Debtholders’ Meeting, shall be those Debtholders as at the Record Date, provided that

 

19


beneficial Noteholders shall be deemed to transfer their rights to vote on the Debtholders’ Arrangement Resolution, attend the Debtholders’ Meeting and make the Noteholder Instructions associated with their Existing Notes upon any transfer of beneficial ownership of such Existing Notes to any transferee of such Existing Notes on or prior to the Voting Deadline or such earlier date as its Intermediary may advise, and (ii) on the Stated Capital Reduction Resolution, or such other business as may be properly brought before the Shareholders’ Meeting, shall be the Shareholders as at the Record Date. Subject to paragraph 36, illegible votes, spoiled votes, defective votes and abstentions in respect of any ballot(s) conducted at the applicable Meeting shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the applicable Resolution.

39. THIS COURT ORDERS that votes shall be taken at the Debtholders’ Meeting in respect of the Debtholders’ Arrangement Resolution and any other items of business affecting the Applicants properly brought before such Meeting on the basis of one vote per $1,000 of principal amount of Existing Notes and/or CFA Loans held by the applicable Debtholder as at the Record Date.

40. THIS COURT ORDERS that for the purposes of determining the principal amount of CFA Loans entitled to vote at the Debtholders’ Meeting, the CFA Loans shall be converted to Canadian dollars based on the Bank of Canada daily U.S. dollar to Canadian dollar exchange rate in effect on the Record Date.

41. THIS COURT ORDERS that votes shall be taken at the Shareholders’ Meeting in respect of the Stated Capital Reduction Resolution and in respect of matters properly brought before the

 

20


Shareholders’ Meeting on the basis of one vote per Common Share outstanding as at the Record Date.

42. THIS COURT ORDERS that in order for the Plan of Arrangement to be considered to have been approved at the Debtholders’ Meeting, subject to further Order of this Court, the Debtholders’ Arrangement Resolution must be passed, with or without variation, at the Debtholders’ Meeting by an affirmative vote of at least two-thirds (6623%) of the votes cast in respect of the Debtholders’ Arrangement Resolution at the Debtholders’ Meeting in person or by proxy by the Debtholders. The vote set out above shall be sufficient to authorize the Applicants, the Proxy, Information and Exchange Agent and the Existing Indenture Trustee to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular, as it may be amended, revised and/or supplemented pursuant to the terms of this Interim Order or further Order of the Court, without the necessity of any further approval by the Debtholders, subject only to final approval of the Arrangement by this Court and the satisfaction or waiver of the conditions to the Plan of Arrangement pursuant to its terms.

43. THIS COURT ORDERS that in order for the Stated Capital Reduction Resolution to be considered to have been approved at the Shareholders’ Meeting, subject to further Order of this Court, the Stated Capital Reduction Resolution must be passed, with or without variation, at the Shareholders’ Meeting by an affirmative vote of at least two-thirds (6623%) of the votes cast in respect of the Stated Capital Reduction Resolution at the Shareholders’ Meeting in person or by proxy by the Shareholders.

 

21


Hearing of Application for Approval of the Arrangement

44. THIS COURT ORDERS that following the Debtholders’ Meeting, the Applicants may apply to this Court for final approval of the Arrangement (the “Final Order Application”). For certainty, the Applicants shall not be required to hold the Shareholders’ Meeting in order to seek final approval of the Arrangement at the Final Order Application.

45. THIS COURT ORDERS that, promptly following the granting of this Interim Order, the Applicants shall issue a press release concerning the granting of the Interim Order and the anticipated Final Order Application.

46. THIS COURT ORDERS that (i) the distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraphs 15 to 20, and (ii) the additional actions described in paragraph 45 above, shall constitute good and sufficient service of the Notice of Application, this Interim Order and the Final Order Application on all interested persons and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 47 below.

47. THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for the Applicants as soon as reasonably practicable, and, in any event, no less than four (4) days before the hearing of the Final Order Application at the following addresses:

 

22


Goodmans LLP

Bay Adelaide Centre

333 Bay Street, Suite 3400

Toronto, ON M5H 2S7

Attention: Robert J. Chadwick and Caroline Descours

Email:       rchadwick@goodmans.ca / cdescours@goodmans.ca

48. THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

 

  i)

the Applicants;

 

  ii)

the Director;

 

  iii)

the Debtholders;

 

  iv)

the Existing Indenture Trustee;

 

  v)

any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure; and

 

  vi)

their respective legal counsel.

49. THIS COURT ORDERS that any materials to be filed by the Applicants in support of the Final Order Application may be filed up to one day prior to the hearing of the Final Order Application without further order of this Court.

50. THIS COURT ORDERS that in the event the Final Order Application does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons on the service list in this proceeding or who served and filed a Notice of Appearance in accordance with paragraph 47 shall be entitled to be given notice of the adjourned date.

 

23


Stay of Proceedings

51. THIS COURT ORDERS that, from 12:01 a.m. (Toronto time) on the date of this Interim Order, until and including the earlier of the Effective Date and the date these CBCA proceedings are terminated, no right, remedy or proceeding, including, without limitation, any right to terminate, demand, accelerate, set off, amend, declare in default or take any other action under or in connection with any loan, note, commitment, contract or other agreement, at law or under contract, may be exercised, commenced or proceeded with against or in respect of any of the Sherritt Entities, or any of the present or future property, assets, rights or undertakings of the Sherritt Entities, of any nature in any location, whether held directly or indirectly by the Sherritt Entities by:

 

  a)

any of the Noteholders or the Existing Indenture Trustee (or similar person in respect of the Existing Notes) in respect of any default or event of default under the Existing Notes, the Existing Notes Indenture or any other Existing Note Documents (including, without limitation, the non-payment of interest and/or any other amounts due and payable in respect of the Notes);

 

  b)

any of the CFA Lenders in respect of any default or event of default under the CFA Loans, the CFA Loan Agreements or any other CFA Loan Documents (including, without limitation, the non-payment of interest and/or any other amounts due and payable in respect of the CFA Loans); or

 

  c)

any other person party to or a beneficiary of any other loan, note, commitment, contract or other agreement with one or more of the Sherritt Entities, by reason or as a result of:

 

24


  i)

any of the Applicants having made an application to this Court pursuant to Section 192 of the CBCA;

 

  ii)

any of the Applicants or the Guarantors being a party to or involved in this proceeding, any ancillary proceedings or the Arrangement;

 

  iii)

the provisions of this Interim Order or any other order in these proceedings or any ancillary proceedings;

 

  iv)

the Arrangement or any of the steps, transactions or proceedings contemplated thereby or relating thereto, however or whenever taken; or

 

  v)

any default or cross-default arising under any agreement to which any Sherritt Entity is a party as a result of any default or event of default under the Existing Note Documents, the CFA Loan Documents or any other circumstance listed above,

in each case except with the prior written consent of the Applicants or leave of this Court, provided that this paragraph 51 shall not apply to the Revolving Bank Facility Lenders or the Revolving Bank Facility Administrative Agent.

Stay Comeback Hearing

52. THIS COURT ORDERS that any interested party that wishes to amend or vary paragraph 51 of this Interim Order shall be entitled to bring a motion before this Court on seven business days’ notice to the Applicants and any other party or parties likely to be affected by the order to be sought by such interested party.

 

25


Existing Indenture Trustee

53. THIS COURT ORDERS that the Existing Indenture Trustee is authorized and directed to take all such actions as set out in this Interim Order and the Existing Indenture Trustee shall incur no liability as a result of carrying out the provisions of this Interim Order and the taking of all actions incidental hereto, save and except for any gross negligence or wilful misconduct on its part.

Variance

54. THIS COURT ORDERS that the Applicants shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

Precedence

55. THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Existing Notes or the CFA Loans, the Information Circular, the provisions of the CBCA or any of the articles or by-laws of the Applicants, this Interim Order shall govern.

E-Service Protocol

56. THIS COURT ORDERS that the E-Service Guide of the Commercial List (the “Guide”) is approved and adopted by reference herein and, in this proceeding, the service of documents made in accordance with the Guide (which can be found on the Commercial List website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/eservice-commercial/) shall be valid and effective service. Subject to Rule 17.05, this Interim Order shall constitute an order

 

26


for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule 3.01(d) of the Rules of Civil Procedure and paragraph 13 of the Guide, service of documents in accordance with the Guide will be effective on transmission.

57. THIS COURT ORDERS that if the service or distribution of documents in accordance with the Guide is not practicable, the Applicants are at liberty to serve or distribute this Interim Order, any other materials and orders in these proceedings, any notices or other correspondence, by forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile transmission to interested parties at their respective addresses as last shown on the records of the Applicants and that any such service or distribution by courier, personal delivery or facsimile transmission shall be deemed to be received on the next business day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day after mailing.

58. THIS COURT ORDERS that the Applicants and their respective counsel are at liberty to serve or distribute this Interim Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to interested parties and their advisors, as applicable. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SORJDORS).

Foreign Proceeding

59. THIS COURT ORDERS that the Applicants or either of them are hereby authorized and empowered, but not required, to act as the foreign representative (the “Foreign Representative”)

 

27


in respect of the within proceedings for the purpose of having these proceedings recognized and approved in a jurisdiction outside of Canada.

60. THIS COURT ORDERS that the Foreign Representative is hereby authorized to apply for foreign recognition and approval of these proceedings, as necessary, in any jurisdiction outside of Canada.

Extra-Territorial Assistance

61. THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body any other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

 

/s/ Justice Conway

 

LOGO

 

28


IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

   Court File No. CV-20-636938-00CL

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD.

  

 

 

  

ONTARIO

SUPERIOR COURT OF JUSTICE-

COMMERCIAL LIST

 

Proceeding commenced at Toronto

   INTERIM ORDER
  

GOODMANS LLP

Barristers & Solicitors

333 Bay Street, Suite 3400

Toronto, Canada M5H 2S7

  

Robert J. Chadwick LSO#: 35165K

rchadwick@goodmans.ca

  

Caroline Descours LSO#: 58251A

cdescours@goodmans.ca

  

Andrew Harmes LSO#: 73221A

aharmes@goodmans.ca

  

Tel: (416) 979-2211

Fax: (416) 979-1234

7033547   

Lawyers for the Applicants


APPENDIX G

PARADIGM CAPITAL OPINIONS

SEE ATTACHED

 

G-1


LOGO

February 25, 2020

Board of Directors

Sherritt International Corporation

22 Adelaide Street West, Suite 4220

Toronto, Ontario

M5H 4E3

To the Board of Directors:

Paradigm Capital Inc. (“Paradigm Capital”, “we” or “us”) understands that Sherritt International Corporation (“Sherritt” or the “Company”) and certain subsidiaries intend to pursue a recapitalization transaction to be implemented by way of a plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”).

Paradigm Capital understands that the Arrangement provides for, among other things, the following terms:

Notes Terms

 

   

The Company’s currently outstanding unsecured notes with an aggregate principal amount of $588 million and maturity dates of November 15, 2021, September 24, 2023, and October 11, 2025 (the “Existing Notes”, and the holders of the Existing Notes the “Noteholders”) will be exchanged for new second lien notes of Sherritt in an aggregate principal amount equal to (i) 50% of the aggregate principal amount of the Existing Notes, plus (ii) the amount of accrued and unpaid interest owing to the Noteholders up to the implementation of the Arrangement (the “Effective Date”), with a maturity date of April 30, 2027 (the “New Second Lien Notes”);

 

   

The New Second Lien Notes will have an interest rate of 8.500% per annum, which will be payable semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2020;

 

   

The New Second Lien Notes will be secured by the material personal property and assets of the Company and each of the new note guarantors pursuant to collateral documents in substantially the same form as those provided in favour of the agent for the benefit of itself and the lenders under the Company’s revolving bank facility (the “Revolving Facility”); and

 

   

Noteholders that vote in favour of the Arrangement by 5:00 pm on the early consent date of March 27, 2020, as such deadline may be extended by Sherritt, will be entitled to receive a cash payment in an amount equal to 3% of the principal amount of Existing Notes voted in favour of the Arrangement by the early consent deadline as additional consideration in exchange for their Existing Notes.

CFA Loans Terms

 

   

The holders of the partner loans relating to the Ambatovy joint venture project (the “CFA Loans”) (the “CFA Lenders”, and together with the Noteholders, the “Debtholders”) shall be entitled to elect to receive on the Effective Date either:

 

  a)

Such CFA Lender’s pro rata share of the Company’s interests in the Ambatovy joint venture, including its 12% ownership stake and its pro rata share of the subordinated loans; or

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-1


LOGO

 

  b)

Amended CFA Loans (the “Amended CFA Loans”) in a principal amount equal to the amounts outstanding under such CFA Lender’s existing CFA Loans, which Amended CFA Loans will be obligations solely of Madagascar Mineral Investments Ltd. and have no recourse to Sherritt, and where such CFA Lender shall have the right to exchange its Amended CFA Loan for a pro rata share of the Company’s interests in the Ambatovy joint venture in the 12-month period following the Effective Date.

 

   

If a CFA Lender does not make an election as described above, such CFA Lender shall be deemed to have elected to receive an Amended CFA Loan in exchange for its existing CFA Loan.

Other Terms

 

   

The lenders of the Revolving Facility have entered into an agreement to (i) waive certain potential events of default resulting from the Arrangement, and (ii) amend the Revolving Facility to allow for the implementation of the Arrangement; and

 

   

The Company will reduce the stated capital account of its common shares to $575 million (the “Stated Capital Reduction”).

Paradigm Capital understands that in order for the Arrangement to be approved, the Debtholders’ Arrangement resolution must be approved by the affirmative vote of at least 66 2/3% of the votes cast by the Debtholders present in person or by proxy at the Debtholders’ meeting. The Stated Capital Reduction must be approved by the affirmative vote of at least 66 2/3% of the votes cast by the holders of the Company’s common shares (the “Shareholders”) present in person or by proxy at the Shareholders’ meeting.

Paradigm Capital further understands that: (i) the Arrangement will be subject to the requisite approval by the Ontario Superior Court of Justice (the “Court”); and (ii) the material terms of the Arrangement are described in the Arrangement and will be described in an information circular of the Company (the “Circular”), which will be mailed to, among others, Debtholders and Shareholders.

Unless otherwise noted, all dollar values stated in these Opinions are denominated in Canadian dollars.

Engagement of Paradigm Capital

Pursuant to an engagement letter (the “Engagement Agreement”) dated September 4, 2019, Paradigm Capital was formally engaged as an independent financial advisor to the Company and its Board in connection with the Arrangement, and to prepare and deliver to the Board opinions in accordance with the applicable legal and regulatory requirements for the Arrangement including, without limitation, as contemplated under Section 192 of the CBCA. Paradigm Capital was asked by the Company to provide to the Board: (i) an opinion (the “CBCA Opinion”) as to whether the Noteholders and the CFA Lenders, respectively, would be in a better position, from a financial point of view, under the Arrangement, than if the Company were liquidated; and an opinion (the “Fairness Opinion” and, together with the CBCA Opinion, the “Opinions”) as to the fairness of the Arrangement, from a financial point of view, to the Company.

The Engagement Agreement provides for a fixed flat fee for providing the Opinions and Paradigm Capital is not entitled to any additional fees related to the completion of the Arrangement. In addition, Paradigm Capital is to be reimbursed for its reasonable out-of-pocket expenses, including fees paid to its legal counsel in respect of advice rendered to Paradigm Capital in carrying out its obligations under the Engagement Agreement, and is to be indemnified by the Company in respect of certain liabilities that might arise out of Paradigm Capital’s engagement.

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-2


LOGO

 

Paradigm Capital acknowledges and consents that the Opinions and the descriptions of the services rendered by Paradigm Capital under the Engagement Agreement may be filed with the Court as part of an affidavit and with securities commissions or similar regulatory authorities and will be disclosed (or summarized in a form acceptable to Paradigm Capital, acting reasonably) in press releases, information circulars and publicly filed documents by the Company. Additionally, for greater certainty, Paradigm Capital consents to the complete text of the Opinions being included as part of the affidavit and information circular filed with any court, securities commission, stock exchange or other regulatory authority in connection with the Arrangement.

Paradigm Capital has not provided an opinion as to any matter not specifically addressed in the Opinions. In particular, Paradigm Capital has not provided: (i) an opinion as to the relative fairness of the Arrangement among or between the Noteholders or the CFA Lenders; (ii) an opinion as to the fairness of the Arrangement, from a financial point of view, to the Shareholders and/or the holders of any other securities of, or claims against, the Company (including, without limitation, holders of options, restricted share units, deferred share units, warrants, equity claims and similar instruments or claims); (iii) an opinion as to the manner in which the classes of securities holders were constructed; (iv) an opinion as to the fairness of the process underlying the Arrangement; (v) an opinion as to the fairness of the Arrangement, from a financial point of view, to the Noteholders and/or CFA Lenders; (vi) a formal valuation or appraisal of the Company or any of its securities or assets or the securities or assets of the Company’s associates or affiliates (nor have we been provided with any such valuation); (vii) an opinion concerning the future trading price of any of the securities of the Company; (viii) an opinion as to the ability of the Company after the implementation of the Arrangement to repay or refinance the principal amount of its indebtedness; (ix) a recommendation to any Noteholders or CFA Lenders as to whether or not the Existing Notes or CFA Loans should be held, or sold or to use the voting rights provided in respect of the Arrangement to vote for or against the Arrangement or to vote for or against certain steps necessary to implement the Arrangement; or (x) an opinion of the merits of entering into the Arrangement or any alternative business strategy; and the Opinions should not be construed as such. The Opinions are not intended to be and do not constitute a recommendation to the Board as to whether it should approve the Arrangement.

Paradigm Capital also notes that the Company acknowledges that there are feasible alternatives to this Arrangement, and that there has been no process to solicit the support of the Noteholders, nor any record or measure of their support.

Credentials and Independence of Paradigm Capital

Paradigm Capital is an independent Canadian investment banking firm with a sales, trading, research and corporate finance focus, providing services for institutional investors and corporations. Paradigm Capital was founded in 1999 and is a member of the Toronto Stock Exchange, the TSX Venture Exchange and the Investment Industry Regulatory Organization of Canada (“IIROC”). Paradigm Capital has extensive advisory, valuation, merger & acquisition and corporate governance experience.

The Opinions expressed herein represent those of Paradigm Capital and the form and content hereof has been approved for release by a committee of directors and other professionals of Paradigm Capital, each of whom is experienced in mergers, acquisitions, business combinations, divestitures, valuation and fairness opinion matters.

Except as described below, none of Paradigm Capital, its associates or affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of the Company. Paradigm Capital is not an advisor to any person or company other than to the Company with respect to the Arrangement.

Paradigm Capital is currently engaged as an advisor for the Company on a strategic assignment unrelated to the Arrangement. Paradigm Capital, the Company and the Board agree that the

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-3


LOGO

 

aforementioned strategic advisory engagement does not affect Paradigm Capital’s independence or its ability to provide the Opinions.

Paradigm Capital acknowledges that John Warwick, a former investment banker at Paradigm Capital and a current special advisor to and shareholder of Paradigm Capital, is currently a member of the Board. Paradigm Capital, the Board, and the Company agree that this relationship does not affect Paradigm Capital’s independence or its ability to provide the Opinions.

Paradigm Capital may, in the ordinary course of its business, provide financial advisory or investment banking services to Sherritt from time to time. Additionally, in the ordinary course of its business, Paradigm Capital may actively trade common shares and other securities of Sherritt for its own account and for its client accounts, and, accordingly, may at any time hold a long or short position in such securities. As an investment dealer, Paradigm Capital conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to Sherritt or the Arrangement, when disclosed.

Scope of the Review

In connection with the Arrangement, Paradigm Capital has reviewed and relied upon and in some cases carried out, among other things, the following:

 

  a)

Drafts of the plan of arrangement;

 

  b)

Drafts of the description of the New Second Lien Notes;

 

  c)

Sherritt’s annual information forms for the years ended December 31, 2018 and December 31, 2017;

 

  d)

Sherritt’s audited annual consolidated financial statements and management’s discussion and analysis for the years ended December 31, 2018 and 2017;

 

  e)

Sherritt’s quarterly consolidated financial statements and management’s discussion and analysis for the quarters ended September 30, 2019, June 30, 2019, and March 31, 2019; and draft internal balance sheet figures as of December 31, 2019 provided by the management of Sherritt;

 

  f)

Press releases and material change reports issued by Sherritt during the 12-month period ended February 24, 2020;

 

  g)

Carry finance agreements dated March 26, 2008, and subsequent amended and restated agreements;

 

  h)

Indenture for the Existing Notes dated November 2, 2011, and subsequent supplemental indentures;

 

  i)

Various independent and institutional equity research reports on Sherritt and other publicly traded peer companies;

 

  j)

Credit rating reports on Sherritt;

 

  k)

Liquidation analysis provided by management of Sherritt;

 

  l)

Internal financial forecasts provided by management of Sherritt;

 

  m)

Precedent transaction disclosure;

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-4


LOGO

 

  n)

Comparable company disclosure;

 

  o)

Certain internal financial information and other non-public documents requested by Paradigm Capital and provided by management of Sherritt;

 

  p)

Drafts of the press release for the announcement of the proposed Arrangement;

 

  q)

Drafts of the Circular;

 

  r)

Drafts of the affidavit of Andrew Snowden with respect to the Arrangement;

 

  s)

Discussions with the Company’s management team, Goodmans LLP, the Company’s legal counsel, and National Bank Financial, Inc.; and

 

  t)

The certificate of representation (the “Certificate”) signed by the CEO and CFO of Sherritt dated February 25, 2020.

Paradigm Capital has not, to the best of its knowledge, been denied access by Sherritt to any information requested. Paradigm Capital did not meet with the auditors of Sherritt and has assumed the accuracy and fair presentation of the audited consolidated financial statements of Sherritt and the reports of the auditors thereon.

Assumptions and Limitations

Paradigm Capital has relied upon, without independent verification, all financial and other information that was obtained by us from public sources or that was provided to us by Sherritt and its affiliates, associates, advisors or otherwise. We have assumed that this information was complete and accurate as of the date thereof, and no necessary or material facts were omitted that may make the information misleading. In accordance with the terms of our engagement, but subject to the exercise of our professional judgment, we have not conducted any independent investigation to verify the completeness or accuracy of such information. The Opinions are conditional upon such completeness and accuracy.

Paradigm Capital has also assumed that (i) all the draft documents referred to under “Scope of Review” above are accurate versions, in all material respects, of the final form of such documents; and (ii) the draft documents referred to under “Scope of Review” describe all material terms of agreements that relate to the Arrangement that are to be drafted subsequently.

With respect to the financial forecasts and budgets provided to us and used in our analysis, we have assumed that they have been prepared using the best currently available estimates and reasonable judgments of management of Sherritt as to the matters covered thereby.

The Chief Executive Officer and the Chief Financial Officer of Sherritt have represented to us in the Certificate, among other things, that (i) the information provided to Paradigm Capital, directly or indirectly, orally or in writing, by the Company or any of its subsidiaries, Goodmans LLP, and National Bank Financial, Inc. for purposes of the Engagement Letter, including in relation to the preparation of the Opinions (the “Information”), was, at the date the information was provided to Paradigm Capital, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of the Company and its subsidiaries, associates, or affiliates or their respective securities or omit to state a material fact in respect of the Company and its subsidiaries, associates or affiliates or their respective securities necessary to make the information not misleading in light of the circumstances under which the Information was made or provided; (ii) any analyses, business plans, forecasts, projections, estimates and budgets provided to

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-5


LOGO

 

Paradigm Capital, including without limitation management’s liquidation analysis of the Company’s assets (“Management’s Liquidation Analysis”) were prepared using the assumptions identified therein and were reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company and its subsidiaries, associates and affiliates as to the matters covered thereby and such analyses, business plans, forecasts, projections, estimates and budgets reasonably represent the views of management of the Company and its financial prospects and forecasted performance of the Company and its subsidiaries, associates and affiliates (and in the case of Management’s Liquidation Analysis, reasonably represent the views of management’s expected recoveries in a liquidation) and are consistent with historical operating experience and accounting policies and procedures applied by the Company; (iii) since the dates on which the Information was provided to Paradigm Capital, there have not been any material changes or new material facts, financial or otherwise, relating to the business or affairs of the Company or any of its subsidiaries, associates or affiliates or any change in any material fact or in any material element of any of the information or new material fact, which is of a nature as to render any portion of the information untrue or misleading in any material respect, except for changes that have been updated by more current Information provided in writing to Paradigm Capital; (iv) there are no independent appraisals or valuations or material non-independent appraisals or valuations available to the Company relating to the Company or any of its subsidiaries, associates or affiliates or any of their respective material assets or liabilities which have been prepared as of a date within the two years preceding the date hereof and which have not been provided in writing to Paradigm Capital; (v) since the dates on which the Information was provided to Paradigm Capital, no material transaction has been entered into by the Company or any of its subsidiaries, associates or affiliates; (vi) other than as disclosed in the Information, to the best of their knowledge, information and belief after reasonable inquiry, the Company does not have any material contingent liabilities and there are no actions, suits, proceedings or inquiries pending or threatened in writing against or affecting the Company or any of its subsidiaries, associates or affiliates at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, bureau, board agency or instrumentality which may in any way materially adversely affect the Company and its subsidiaries, associates or affiliates taken as a whole; (vii) there are no agreements, undertakings, commitments or understandings (written or oral, formal or informal) relating to the Arrangement, except as have been disclosed in writing to Paradigm Capital; and (viii) the contents of the disclosure documents prepared in connection with the Arrangement will be true and correct in all material respects and do not contain any misrepresentation (as such term is defined in the Securities Act (Ontario)) and such disclosure documents will comply with applicable laws in all material respects.

The Opinions are based on the securities markets, economic, financial and general business conditions prevailing as of the date of the Opinions and the conditions and prospects, financial and otherwise, of Sherritt as they were reflected in the information reviewed by us. In its analysis and in preparing the Opinions, Paradigm Capital has made a number of assumptions with respect to commodity prices, industry performance, general business and economic conditions, and other matters, many of which are beyond the control of Paradigm Capital, Sherritt and any other party involved in the Arrangement.

Paradigm Capital has also assumed that: (i) the final terms of the Arrangement will be fully complied with and will be substantially the same as those described by Sherritt’s senior officers to Paradigm Capital and those contained in the Draft Plan of Arrangement provided to Paradigm Capital; (iii the Circular will contain true, full and plain disclosure of the Arrangement; and (iii) all material governmental, regulatory or other required consents and approvals necessary for the consummation of the Arrangement will be obtained without any material adverse effect on Sherritt.

The Opinions are given as of the date hereof and Paradigm Capital disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting these Opinions which may come or be brought to Paradigm Capital’s attention after such date. The Opinions are limited to Paradigm Capital’s understanding of the Arrangement as of the date hereof and Paradigm Capital assumes no

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-6


LOGO

 

obligation to update this Opinion to take into account any changes regarding the Arrangement after such date. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting an Opinion after the date hereof, Paradigm Capital reserves the right to change, modify or withdraw the Opinion.

The Opinions have been provided solely for the use of the Board and, other than as contemplated herein, may not be used or relied upon by any other person without the express written consent of Paradigm Capital. Except for the inclusion of the Opinions in their entirety and a summary thereof (in a form acceptable to us) in the Circular, the Company’s press release announcing the Arrangement, and the court materials filed by the Company in connection with the Arrangement, the Opinions are not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without our prior written consent.

Paradigm Capital is not a legal, tax, or accounting expert and expresses no opinion concerning any legal, tax, or accounting matters concerning the Arrangement or the sufficiency of the Opinion for the Board’s purposes.

Sherritt Overview

Sherritt (TSX:S) is principally focused on the production and sale of commodities, and power generation, with operations located primarily in Canada, Cuba, Bahamas, Madagascar, and Spain. Its core businesses include: the mining and refining of lateritic nickel and cobalt in Canada, Cuba, and Madagascar; the exploration and production of oil and gas in Cuba; and the operation of energy production facilities in Cuba. In addition, Sherritt has a wholly-owned fertilizer business and sulphuric acid, utilities, and fertilizer storage facilities in Fort Saskatchewan, Alberta. The Company also has a technology group that provides technical support to Sherritt’s operating divisions and evaluates and develops process technologies for natural resource-based industries. Sherritt was incorporated in 1995 and is headquartered in Toronto, Ontario. The Company’s head office is located at 22 Adelaide Street West, Suite 4220, Toronto, Ontario, M5H 4E3.

Fairness Methodology

The Opinions have been prepared based on techniques that Paradigm Capital considers appropriate in the circumstances, after considering all relevant facts and taking into account Paradigm Capital’s assumptions, in order to form its Opinions.

CBCA Opinion Terms of Reference

Innovation, Science and Economic Development Canada’s Policy Statement 15.1 – “Policy Concerning Arrangements Under Section 192 of the CBCA” dated January 4th, 2011 provides certain guidelines regarding opinions to be obtained from a financial advisor where a corporation seeks to implement a plan of arrangement pursuant to Section 192 of the CBCA. In that context, the Company has asked Paradigm Capital to provide the CBCA Opinion.

CBCA Opinion Considerations

For the purposes of the CBCA Opinion, Paradigm Capital considered that the Noteholders would be in a better financial position under the Arrangement than if the Company were liquidated, if the estimated aggregate value of the consideration made available to the Noteholders pursuant to the Arrangement exceeds or equals the estimated value of the consideration the Noteholders would receive in a liquidation. Paradigm Capital also considered that the CFA Lenders would be in a better financial position under the Arrangement than if the Company were liquidated, if the estimated aggregate value of the consideration

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-7


LOGO

 

made available to CFA Lenders pursuant to the Arrangement exceeds or equals the estimated value of the consideration the CFA Lenders would receive in a liquidation.

In preparing the CBCA Opinion, Paradigm Capital reviewed and performed the following analyses:

 

   

Paradigm Capital reviewed and analyzed the Company’s management’s estimated ranges of recoveries for the various assets of Sherritt in a liquidation process;

 

   

In considering fairness of the Arrangement to the Noteholders, as compared to a Company liquidation, Paradigm Capital compared the terms of the New Second Lien Notes to similar bonds issued by similar profile companies in order to determine the estimated value of the New Second Lien Notes; and

 

   

In considering fairness of the Arrangement to the CFA Lenders and the Noteholders, as compared to a Company liquidation, Paradigm Capital considered the value of the Company’s interests in the Ambatovy joint venture project in a liquidation process, and any claim on residual value at Sherritt.

In preparing the CBCA Opinion, Paradigm Capital has also considered, among other things, the following matters:

 

   

In a liquidation process, prospective buyers will be aware that the seller is compelled to sell its assets. This may have a negative impact on the value realized;

 

   

A liquidation process is likely to have a negative impact on the value of the Company’s business as customers, suppliers, creditors and employees react to protect or enhance their interests;

 

   

A liquidation process would give rise to significant incremental costs, including senior secured debtor in possession financing, and additional legal and financial advisory costs to implement the liquidation process and address the associated legal proceedings. These costs would reduce the Company’s value or would be recovered out of sale proceeds that would otherwise be available to the Noteholders and CFA Lenders;

 

   

The complex ownership and operating structures of the Company’s Cuban operations, and the fact that the Cuban Government is both customer and partner in many of the operations, are factors that would likely significantly reduce the field of prospective bidders and constrain the bidding of participants in a liquidation process;

 

   

The potential to recover approximately US$159.6 million of current receivables from the Cuban Government would be significantly impaired in a liquidation compared to the potential recovery under the payment plan outlined in the current receivables agreement; and

 

   

In a liquidation process it is difficult to predict what stipulations or approvals would be required by the Cuban government for such process and what their impact would be on the ability to generate sale proceeds for distribution to stakeholders.

CBCA Opinion Conclusion

Based upon and subject to the foregoing, Paradigm Capital is of the opinion that, as of the date hereof, the Noteholders and the CFA Lenders, respectively, would be in a better position, from a financial point of view, under the Arrangement than if the Company was liquidated.

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-8


LOGO

 

Fairness Opinion Considerations

In preparing the Fairness Opinion, Paradigm Capital considered that the Arrangement would be fair, from a financial point of view, to the Company, if the Arrangement:

 

   

provides the Company with an improved capital structure, by reducing the total amount of debt outstanding and the interest expense cost associated with that debt; and

 

   

reduces the risk that the Company’s cash flow from operations and available liquidity would be insufficient to provide adequate funds to finance the operating and capital expenditures necessary to execute its operating strategy and repay its debt as it comes due.

In arriving at the Fairness Opinion, Paradigm Capital considered, among other things, the following matters:

 

   

The Arrangement would result in a reduction of debt by approximately $414 million, substantially reducing the Company’s outstanding debt;

 

   

The Arrangement would substantially reduce the Company’s annual interest payments by approximately $19 million;

 

   

The Arrangement would not affect any of the Company’s contractual relationships with its trade vendors or any amounts owing to them; hence, would not result in any disruption to the Company’s ongoing operations;

 

   

The Arrangement would materially improve the Company’s ability to generate cash flow, ability to manage periods of weaker commodity prices, and financial flexibility;

 

   

The Company may forfeit its interests in the Ambatovy joint venture project to provide the consideration for the CFA Lenders under the Arrangement; and

 

   

The Company has the opportunity, at this time, to effect the Arrangement with the approval of the Noteholders and the CFA Lenders in accordance with applicable law.

Fairness Opinion Conclusion

Based upon and subject to the foregoing, Paradigm Capital is of the Opinion that the Arrangement is fair, from a financial point of view, to the Company.

 

Yours very truly,
(signed) Paradigm Capital Inc.
PARADIGM CAPITAL INC.

 

95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7 | Telephone (416) 361-9892

G-9


APPENDIX H

DESCRIPTION OF NOTES

SEE ATTACHED

 

H-1


DESCRIPTION OF NOTES

This description of Notes is intended to be a useful overview of the material provisions of the Notes and the Indenture. Since this is only a summary, it does not contain all of the details that will be found in the full text of, and is qualified in its entirety by the provisions of, the Notes and the Indenture, which will contain a complete description of the obligations of the Corporation and the Guarantors and your rights. Copies of the Indenture in substantially final form will be made available for review under the Corporation’s profile on SEDAR at www.sedar.com. The Corporation will issue a press release once the Indenture has been posted for viewing. Following the Issue Date, you may request copies of the Notes and the Indenture at our address at Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 4220, Toronto, Ontario, Canada M5H 4E3.

You will find the definitions of capitalized terms used in this description under the heading “—Certain Definitions.” For purposes of this description, references to “the Corporation,” “we,” “our” and “us” refer only to Sherritt International Corporation and not to its Subsidiaries. Certain defined terms used in this description but not defined herein have the meanings assigned to them in the Indenture. References to “$” are to Canadian dollars. The Notes will be denominated in Canadian dollars, and all payments on the Notes will be made in Canadian dollars.

The Indenture will be subject to the provisions of the U.S. Trust Indenture Act of 1939, as amended (the “U.S. Trust Indenture Act”) and the terms of the Notes and the Indenture will include, or be deemed to include, those required by the U.S. Trust Indenture Act. The Indenture will be qualified under the U.S. Trust Indenture Act pursuant to an application on Form T-3 to be filed with the U.S. Securities and Exchange Commission by the Corporation and the Guarantors. The Indenture Trustee will be qualified under the U.S. Trust Indenture Act pursuant to an application on Form T-6 included in the application on Form T-3.

The Holder of a Note will be treated as such Note’s owner for all purposes. Only Holders will have rights under the Indenture.

General

The Notes will:

 

   

be senior secured obligations of the Corporation;

 

   

be initially issued in an aggregate principal amount equal to (i) approximately $294 million plus (ii) the amount of all accrued and unpaid interest on the Existing Notes (as defined in the Circular) up to but not including the Issue Date;

 

   

be unconditionally guaranteed on a senior secured basis by each of the Corporation’s Wholly-Owned Restricted Subsidiaries that are not Immaterial Subsidiaries. See “—Note Guarantees”;

 

   

mature on April 30, 2027;

 

   

be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof; and

 

   

be represented by one or more registered Notes in global form, but in certain circumstances may be represented by Notes in certificated form.

Interest on the Notes will:

 

   

accrue at a rate of 8.50% per annum, payable in cash;

 

   

accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;

 

H-2


   

be payable in cash semi-annually in arrears on April 30 and October 30 of each year, commencing with October 30, 2020 with respect to the period from and including the issue date to, but excluding October 30, 2020;

 

   

be payable to the Holders of record at the close of business on the 15th day immediately preceding the related interest payment dates; and

 

   

be computed on the basis of a 365-day or 366-day year, as applicable.

For purposes of the Interest Act (Canada), the yearly rate of interest to which interest calculated under a Note for any period in any calendar year (the “Calculation Period”) is equivalent to the rate payable under the Note in respect of the Calculation Period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the Calculation Period. The principle of deemed reinvestment of interest does not apply to any interest calculation under the Notes or Indenture. The rates of interest stipulated in the Notes and the Indenture are intended to be nominal rates and not effective rates or yields.

Ranking

The Notes will:

 

   

be senior secured obligations of the Corporation;

 

   

be secured by second-ranking Liens (ranking only behind the Liens securing the Credit Facility), subject to Permitted Liens, on the Collateral of the Corporation;

 

   

rank senior in right of payment to any Subordinated Obligations of the Corporation and rank equally in right of payment to all Indebtedness of the Corporation that is not expressly subordinated in right of payment to the Notes;

 

   

be effectively subordinated to any existing and future Indebtedness of the Corporation (including Indebtedness under the Credit Facility) that is secured by Liens on assets that do not constitute Collateral, or by Liens on the Collateral that rank senior in priority to the Liens on such Collateral securing the Notes, to the extent of the value of the assets securing such Indebtedness;

 

   

be effectively senior to the Corporation’s existing and future unsecured Indebtedness to the extent of the value of the Collateral (after giving effect to any Lien on the Collateral that secures the Credit Facility on a first-priority basis); and

 

   

be structurally subordinated to all liabilities of any Subsidiary of the Corporation that is not a Guarantor, including the liabilities of the Unrestricted Subsidiaries and the Non-Guarantors, and the liabilities of any Joint Venture in which the Corporation has an interest.

Each Note Guarantee of a Guarantor will:

 

   

be a senior secured obligation of such Guarantor other than in the case of the Spanish Guarantor which will not grant Liens on its Property in favour of the Collateral Agent unless and until it grants Liens over its Property to the Senior Agent on behalf of the Senior Lenders;

 

   

be secured by second-ranking Liens (ranking only behind the Liens securing the Credit Facility), subject to Permitted Liens, on the Collateral of such Guarantor, other than in the case of the Spanish Guarantor which will not grant Liens on its Property in favour of the Collateral Agent unless and until it grants Liens over its Property to the Senior Agent on behalf of the Senior Lenders;

 

   

rank senior in right of payment to any Guarantor Subordinated Obligations of such Guarantor and rank equally in right of payment with all existing and future Indebtedness of such Guarantor that is not expressly subordinated in right of payment to such Guarantor’s Note Guarantee;

 

H-3


   

be effectively subordinated to any existing and future Indebtedness of such Guarantor (including Indebtedness under the Credit Facility) that is secured by Liens on assets that do not constitute Collateral, or by Liens on the Collateral that rank senior in priority to the Liens on such Collateral securing such Guarantor’s Note Guarantee, to the extent of the value of the assets securing such Indebtedness; and

 

   

except in the case of the Spanish Guarantor, be effectively senior to all of such Guarantor’s existing and future unsecured Indebtedness to the extent of the value of the Collateral (after giving effect to any Lien on the Collateral that secures the Credit Facility on a first-priority basis).

Note Guarantees

The obligations of the Corporation under the Indenture and the Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by each of the Corporation’s current and future Wholly-Owned Restricted Subsidiaries that are not Immaterial Subsidiaries (to the extent permitted by local law in the case of subsidiaries organized in jurisdictions other than Canada and the United States). The Senior Agent and the Senior Lenders have provided financing to the MOA Joint Venture and as a result will also have the benefit of guarantees from each of the non-wholly owned entities forming part of the MOA Joint Venture and NPMMI, which entities will not guarantee the Notes. NPMMI is a wholly owned entity, undertaking marketing activities in respect of the Corporation’s nickel operations and certain of its Joint Ventures. MMI is a wholly owned single purpose entity holding the Corporation’s remaining interests (if any) in the Ambatovy Joint Venture following the implementation of the Plan (as defined in this Circular). MMI will not guarantee the Credit Facility or the Notes. Both MMI and NPMMI will be designated as Unrestricted Subsidiaries under the Indenture.

See “—Certain Covenants—Future Guarantors.”

The Indenture will provide that each Note Guarantee by a Guarantor will be automatically and unconditionally released and discharged upon:

 

  (a)

any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, amalgamation, arrangement, consolidation, winding up or otherwise) of (i) all or substantially all of the assets of such Guarantor or (ii) the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of the Corporation, which sale, assignment, transfer, conveyance, exchange or other disposition in each case does not violate the provisions of the Indenture described under “—Repurchase at the Option of Holders—Asset Disposition” and “—Certain Covenants—Merger and Consolidation” (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time);

 

  (b)

the proper designation of any Guarantor as an Unrestricted Subsidiary; or

 

  (c)

the Corporation’s exercise of its legal defeasance option or covenant defeasance option as described under “—Defeasance” or the discharge of the Corporation’s obligations under the Indenture in accordance with the terms of the Indenture.

The Indenture will provide that a Note Guarantee by a Guarantor may, at the option of the Corporation, be unconditionally released and discharged upon (i) such Guarantor becoming an Immaterial Subsidiary or (ii) such Guarantor being released from its obligations under the Credit Facility, except where such release results from the repayment and termination of the Credit Facility.

The Corporation shall be required to deliver to the Indenture Trustee an Officer’s Certificate and Opinion of Counsel each stating that all conditions precedent provided for in the Indenture relating to such transaction and/or release have been satisfied.

 

H-4


Security for the Notes

General

The obligations of the Corporation and the Guarantors (except in the case of the Spanish Guarantor, for so long as the Spanish Guarantor’s obligations are not secured by First Ranking Liens in favour of the Senior Agent, on behalf of the Senior Lenders under the Credit Facility) under the Indenture, the Notes, the Note Guarantees, and the Collateral Documents will be secured by a Second Ranking Lien on the Collateral pursuant to the Collateral Documents. The Collateral will consist of substantially all personal property and assets of the Corporation and the Guarantors (other than the Spanish Guarantor), subject to certain customary exclusions consistent with those contained in the security documents granted in favour of the Senior Agent under the Credit Facility, and will be charged pursuant to Collateral Documents in substantially the same form as those provided in favour of the Senior Agent under the Credit Facility.

The Liens securing the Notes and the Note Guarantees (other than the Note Guarantee of the Spanish Guarantor) will be junior in priority to any Lien in the Collateral granted at any time to secure the Credit Facility. The Senior Agent and the Senior Lenders under the Credit Facility secured by such prior ranking Liens may have rights and remedies with respect to the Collateral that, if exercised, could adversely affect the value of the Collateral or the ability of the Collateral Agent to realize or foreclose on the Collateral on behalf of the Holders of the Notes. In addition, the Senior Agent and the Senior Lenders have provided financing to, and have obtained guarantees from the non-wholly owned entities forming part of the MOA Joint Venture and NPMMI, and as a result will have Liens on certain assets of such Joint Ventures and NPMMI (consisting primarily of cash and accounts), which assets will not form part of the Collateral.

The Corporation and the Guarantors will be able to incur additional Indebtedness in the future which could be secured by Liens on the Collateral, including Additional Notes. The amount of such additional Indebtedness will be limited by the covenants described under “— Certain Covenants — Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Limitation on Liens”.

Collateral Agent

Pursuant to the Collateral Documents, the Collateral Agent appointed by the Corporation will act as collateral agent for the benefit of the Holders of the Notes.

The Collateral Agent will hold (directly or through co-agents or sub-agents), and will be entitled to enforce, all Second Ranking Liens on the Collateral created by the Collateral Documents.

Except as provided in the Intercreditor Agreement, the Collateral Agent will not commence any exercise of remedies or any foreclosure actions or otherwise take any actions or proceedings against any of the Collateral.

Intercreditor Agreement

On or prior to the Issue Date, the Collateral Agent, the Senior Agent on behalf of the Senior Lenders, the Corporation and the Guarantors will enter into the Intercreditor Agreement, which may be amended from time to time in accordance with the terms thereof. The Intercreditor Agreement will provide that, while any amount under the Credit Facility remains outstanding, the Senior Lenders will, during the Standstill Period (as defined and described below) control, subject to certain limited exceptions in the Intercreditor Agreement, the exercise of all remedies and other enforcement actions related to the Collateral. In such circumstances, subject to certain limited exceptions in the Intercreditor Agreement to preserve and protect the Second Ranking Liens and the right to make claims associated therewith, none of the Collateral Agent, the Indenture Trustee or the Holders of the Notes will be able to take actions to exercise remedies to enforce the security interests related to the Collateral, force a sale of the Collateral, or otherwise exercise remedies normally available to secured creditors without the concurrence of the Senior Lenders.

Liens securing all obligations owing to the Senior Lenders and the Senior Agent will at all times be senior and prior in all respects to liens securing the Notes obligations, and liens securing the Notes obligations will at all times be junior and subordinate in all respects to liens securing all obligations owing to the Senior Lenders and the Senior

 

H-5


Agent, provided that the principal amount of such obligations owing to the Senior Lenders and the Senior Agent which have such priority shall be limited to the greater of (a) $70 million and (b) a principal amount equal to the then-effective Borrowing Base (as defined in the Credit Facility from time to time) plus (ii) the amount of any shortfall resulting from outstanding advances that may exceed the Borrowing Base as a result of any recalculation of the Borrowing Base in the intervening period plus (iii) $10 million plus (iv) all obligations of the Corporation and the Guarantors outstanding under any hedging agreement or cash management agreement with any Senior Lender (the “First Lien Cap”). Notwithstanding the foregoing, the Senior Agent on behalf of the Senior Lenders shall retain a subordinate lien ranking in priority behind the Notes in respect of any advanced amounts in excess of the First Lien Cap (the “Excess Amount”).

The Indenture Trustee and Collateral Agent on behalf of the Holders of the Notes will not be entitled to take any enforcement action (including commencing insolvency proceedings) or otherwise exercise control or rights and remedies (subject to certain customary unrestricted actions including demand, acceleration and filing of proofs of claim) with respect to the Corporation or any Guarantor, or the Collateral, until the passage of a standstill period of 180 days from the first date on which the Senior Agent, on behalf of the Senior Lenders, has received from the Collateral Agent written notice of its intention to take any such enforcement action or exercise such rights and remedies (the “Standstill Period”), which notice may only be delivered following the occurrence of and during the continuance of an Event of Default under the Notes (a “Notes Default’) and thereafter following the expiry of the Standstill Period for so long as (i) the Senior Agent, on behalf of the Senior Lenders, is diligently pursuing an enforcement action or otherwise exercising control or rights and remedies with respect to a material portion of the collateral or is stayed or otherwise precluded from taking such enforcement action or exercising such control or rights and remedies, or (ii) the Corporation or any Guarantor is then subject to insolvency proceedings. In addition to the foregoing, if the Credit Facility is no longer outstanding, then upon the occurrence of and during the continuance of an Event of Default, the Collateral Agent will have the right to exercise remedies with respect to the Collateral.

When the Collateral Agent has control of enforcement, under the terms of the Indenture and the Collateral Documents, the Indenture Trustee will provide instructions to the Collateral Agent (at the direction of Holders of a majority in principal amount of the outstanding Notes (see “Events of Default” below)) for the determination of the circumstances and manner in which to dispose of the Collateral, including, but not limited to, the determination of whether to force a sale or foreclose on such Collateral following an Event of Default. Notwithstanding the foregoing sentence, any action taken or not taken without the vote of any Holder of outstanding Notes will nevertheless be binding on such Holder if approved by Holders of a majority in principal amount of the outstanding Notes. If the Collateral Agent has asked the holders of the Notes for instruction and the holders have not yet responded to such request, the Collateral Agent will be authorized, but not required, to take, and will not in any event have any liability for taking, delaying in taking or failing to take, such actions with regard to an Event of Default or event which the Collateral Agent, in good faith, reasonably believes to be required to promote and protect the interests of the Holders of the Notes and to preserve the value of the Collateral; provided that, once instructions with respect to such request have been received by the Collateral Agent from the requisite majority of the Holders of the outstanding Notes, the actions of the Collateral Agent will be governed thereby and the Collateral Agent will not take any further action which would be contrary thereto.

At any time that any Credit Facility remains outstanding, the right of the Collateral Agent to repossess and dispose of the Collateral upon the occurrence of an Event of Default under the Indenture:

 

  (a)

will be subject to the provisions of the Intercreditor Agreement;

 

  (b)

in the case of Collateral that is subject to Permitted Liens, will be subject to the terms of agreements governing those Permitted Liens; and

 

  (c)

is likely to be significantly impaired by applicable Bankruptcy Law if a bankruptcy or insolvency proceeding were to be commenced by or against the Corporation or any of its Subsidiaries prior to the Collateral Agent having repossessed and disposed of the Collateral.

Pursuant to the Intercreditor Agreement, the proceeds realized from the Collateral (whether realized pursuant to any insolvency proceeding or otherwise, and including distributions in respect of secured claims in an insolvency

 

H-6


proceeding) will, as between the Indenture Trustee, the Collateral Agent and the Holders of the Notes on the one hand, and the Senior Agent and the Senior Lenders on the other hand, be applied as follows:

 

  (a)

first, to amounts owing to the Senior Agent and the Senior Lenders for their fees, costs, and expenses in accordance with the terms of the applicable documents;

 

  (b)

second, to amounts owing to the Senior Lenders in accordance with the terms of the Credit Facility, and other Liens on the Collateral ranking prior to the Second Ranking Liens, until they are paid in full, subject to the First Lien Cap;

 

  (c)

third, to amounts owing to the Collateral Agent and the Indenture Trustee (in its respective capacities as such) for its fees, costs and expenses in accordance with the terms of the applicable documents;

 

  (d)

fourth, rateably to amounts owing to the Holders of the Notes (in accordance with the terms of the Indenture);

 

  (e)

fifth, on account of any Excess Amount owing to the Senior Lenders in accordance with the terms of the Credit Facility until they are paid in full; and

 

  (f)

sixth, to the Corporation, the Guarantors and/or other Persons entitled thereto pursuant to applicable law.

The Collateral has not been appraised in connection with the transactions described in this Circular, and the Fair Market Value of the Collateral is subject to fluctuations based on factors that include, among others, the ability of the Corporation to implement its business strategies and similar factors. In the event of a foreclosure, liquidation, bankruptcy, or similar proceeding, there is no assurance that the Collateral will be sufficient to pay the Corporation’s obligations under the Notes. In addition, the fact that the Senior Lenders under the Credit Facility will receive proceeds from enforcement of the Collateral before Holders of the Notes and that other Persons may have prior Liens on Property subject to Permitted Liens could have a material adverse effect on the amount that would be realized upon a liquidation of the Collateral. Accordingly, there can be no assurance that the Collateral granted as security for the Notes and the Note Guarantees pursuant to the Indenture and the Collateral Documents following an Event of Default would be sufficient to satisfy, or would not be substantially less than, amounts due under the Notes.

Information regarding Collateral

The Corporation will furnish to the Collateral Agent, with respect to the Corporation or any Guarantor, promptly (and in any event within 30 days of such change) written notice of (i) any change of name, or the adoption of a French or combined English/French or French/English form of name, of such Person, (ii) any change in the jurisdiction where (A) such Person is incorporated, formed or continuing or is located (within the meaning of Section 7(3) of the PPSA) or (B) where the registered office, chief executive office or principal place of business such Person is located, or (iii) changes to the locations where such Person maintains its records, and of full particulars of such new location.

Release of Liens

The Collateral Documents and the Indenture will provide that the Second Ranking Liens securing any Note Guarantees of any Guarantor will be released automatically when such Note Guarantees are released in accordance with the terms of the Indenture. In addition, the Second Ranking Liens securing the Notes and the Note Guarantees will be released automatically:

 

  (a)

upon defeasance of the Indenture as set forth under “— Defeasance”;

 

  (b)

upon payment in full of principal, interest and all other obligations (other than contingent indemnity obligations) on the Notes;

 

H-7


  (c)

with the consent of the requisite holders of the Notes in accordance with the provisions under “Amendments and Waivers”, including, without limitation, consents obtained in connection with an offer for, or purchase of, the Notes;

 

  (d)

in connection with any disposition of Collateral to any Person other than the Corporation or any of the Guarantors (but excluding any transaction subject to the covenant described under “¬Certain Covenants — Merger and Consolidation” if the recipient is required to become the obligor on the Notes or a Guarantor) that is permitted by the Indenture (with respect to the Lien on such Collateral);

 

  (e)

upon the release by the Senior Agent of the Liens granted in its favour by the Corporation or any Guarantor, other than in connection with a repayment and termination of the Credit Facility;

 

  (f)

upon the sale or disposition of any Collateral pursuant to the exercise of any rights and remedies by the Senior Agent, on behalf of the Senior Lenders, with respect to any Collateral securing the Credit Facility or the commencement or prosecution of enforcement by the holders of first lien Indebtedness of any of the rights and remedies under any security document securing first lien Indebtedness or applicable law, including, without limitation, the exercise of any rights of set-off or recoupment; and

 

  (g)

upon the sale or disposition of Collateral pursuant to the exercise of any rights and remedies by the Collateral Agent with respect to the Collateral securing the Notes in accordance with the terms of the Intercreditor Agreement.

Notwithstanding anything to the contrary, no sale, transfer, lease or other disposal of Collateral by any Person to the Corporation or any Guarantor shall result in the release of the Lien on such Collateral.

Additional Collateral, Acquisition of Property, Further Assurances

The Indenture and the Collateral Documents will require that the Corporation grant to the Collateral Agent for its benefit and for the benefit of the Holders of the Notes duly created, enforceable, and perfected Second Ranking Liens on all Collateral acquired after the Issue Date, to the same extent and upon the same terms as the Liens granted in favour of the Senior Agent on behalf of the Senior Lenders under the Credit Facility. In addition, any future Subsidiaries required to become Guarantors (as set forth under “Certain Covenants - Future Guarantors”) will be required to similarly grant Second Ranking Liens on their Property to the Collateral Agent for the benefit of the Holders of the Notes.

The Corporation will, and will cause each of the Guarantors, if any, to, do or cause to be done all acts and things that may be reasonably requested by the Collateral Agent to assure and confirm that the Collateral Agent holds, for the benefit of the Holders of the Notes, duly created, enforceable, and perfected Liens upon the Collateral.

Perfection and Non Perfection of Security in Collateral

To the extent that the Liens in favour of the Collateral Agent in any Collateral are not perfected, the Collateral Agent’s rights may only be equal to the rights of the general unsecured creditors of the Corporation and the Guarantors in the event of a bankruptcy or insolvency. Outside of bankruptcy or insolvency, Liens of certain Lien holders, such as holders of certain statutory or possessory Liens, judgment creditors, or any creditors who obtain a perfected Lien in any items of Collateral in which the Collateral Agent’s Liens are unperfected or in which such unperfected Liens or the perfected Liens under applicable law have priority over the Collateral Agent’s Lien, may take priority over the Collateral Agent’s interest in the Collateral.

Accordingly, there can be no assurance that the Property in which the Collateral Agent’s Liens are unperfected or perfected but not having the intended priority will be available upon the occurrence of an Event of Default to satisfy the obligations under the Notes.

 

H-8


Bankruptcy and Insolvency Limitations

In addition to the limitations described elsewhere herein, the rights of the Indenture Trustee and the Collateral Agent to enforce remedies are likely to be significantly impaired by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency, and other restructuring legislation in the event the benefit of such legislation is sought with respect to the Corporation or any Guarantor. For example, both the Bankruptcy and Insolvency Act (Canada) (the “BIA”) and the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) contain provisions enabling an insolvent Person to obtain a stay of proceedings against its creditors and others to prepare and file a proposal or plan of arrangement for consideration by all or some of its creditors to be voted on by the various classes of its creditors affected thereby. Such a restructuring proposal, if accepted by the requisite majorities of each affected class of creditors and if approved by the relevant court, would be binding on creditors within any such class who may not otherwise be willing to accept it. Moreover, this legislation permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument.

The powers of the court under the BIA and the CCAA have been exercised broadly to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, the Corporation cannot predict whether payments under the Notes would be made following commencement of or during such proceeding, whether or when the Indenture Trustee or the Collateral Agent could exercise their rights under the Indenture and the applicable Collateral Documents, respectively, or whether and to what extent holders of the Notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the Collateral Agent.

Some of the Guarantors are formed in jurisdictions other than Canada and some of the Collateral may be located in jurisdictions outside of Canada. The rights of the Indenture Trustee and the Collateral Agent to enforce remedies may be further affected by the provisions of applicable restructuring, bankruptcy, insolvency and similar legislation in such jurisdictions.

Payments on the Notes; Paying Agent and Registrar

The Corporation will pay, or cause to be paid, the principal of, premium, if any, and interest on the Notes at the office or agency designated by the Corporation. The Corporation has initially designated the Indenture Trustee to act as its paying agent (the “Paying Agent”) and registrar (the “Registrar”) at its corporate trust office. The Corporation may, however, change the Paying Agent or Registrar without prior notice to the Holders, and the Corporation or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

The Corporation will pay principal of, premium, if any, and interest on, Notes in global form registered in the name of or held by CDS or its nominee in immediately available funds to CDS or its nominee, as the case may be, as the registered Holder of such global Note.

Payment of Additional Amounts

All amounts paid or credited by the Corporation under or with respect to the Notes will be made net of any withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of the government of Canada, any province or territory of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or any jurisdiction in which the Corporation is organized, resident, or doing business for tax purposes, or from or through which the Corporation (or its agents) makes any payment on the Notes, or any taxing authority thereof, and the Corporation will not be required to pay any additional amounts to Holders in respect of any Taxes to the extent that such Taxes at any time become payable.

All payments made by or on behalf of any Guarantor (each such payor, a “Payor”) under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of, any present or future Taxes, imposed or levied by or on behalf of any jurisdiction in which such Guarantor is organized, carrying on business in for tax purposes, or is resident for tax purposes or any jurisdiction from or through which payment is made (including the jurisdiction of any paying agent) (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any Payor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing

 

H-9


Jurisdiction from any payment made under or with respect to any Note Guarantee, such Payor will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by a Holder or beneficial owner of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder or beneficial owner of Notes would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to any Taxes payable by virtue of:

(a) the applicable Payor not dealing at arm’s length (within the meaning of the Tax Act) with such Holder or beneficial owner at the time of the payment;

(b) such Holder or beneficial owner being either (i) a “specified non-resident shareholder” of the Corporation or a relevant Guarantor or (ii) a non-resident person who does not deal at arm’s length with a specified shareholder of the Corporation or a Guarantor, in each case for purposes of subsection 18(5) of the Tax Act;

(c) any connection between such Holder or beneficial owner of Notes and the Relevant Taxing Jurisdiction other than a connection resulting from the mere acquisition, ownership, holding or disposition of, or the enforcement of rights under or the receipt of payments in respect of, any Notes or Note Guarantees or beneficial interests therein;

(d) such Holder or beneficial owner failing to duly and timely comply (where such Holder or beneficial owner is legally eligible to do so) with a timely request of the Corporation to comply with information, documentation, certification or other evidentiary requirements concerning such Holder’s or beneficial owner’s nationality, residence, entitlement to treaty benefits, identity or connection with the Relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner of Notes but for this clause (d), and provided that the Corporation provides written notice of such requirement to the applicable Holder or beneficial owner at least 30 days prior to the date of the payment in respect of which Additional Amounts would be payable;

(e) such Holder or beneficial owner being a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner);

(f) such Tax being an estate inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a Note; or

(g) any combination of the foregoing clauses (a) to (f).

(Any Taxes, other than Taxes described in the foregoing clauses (a) to (g), are referred to herein as “Indemnified Taxes”.)

The applicable Payor will make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Corporation will provide the Indenture Trustee with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Each Guarantor will indemnify and hold harmless each Holder and beneficial owner for the amount of (A) any Indemnified Taxes not withheld or deducted by such Guarantor and levied or imposed and paid by such Holder or beneficial owner as a result of payments made under or with respect to the Guarantees, (B) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (C) any Indemnified Taxes imposed with respect to any reimbursement under clauses (a) or (b) above.

If a Payor is or will become obligated to pay Additional Amounts under or with respect to any payment made on a Note Guarantee, then at least 30 days prior to the date of such payment (or, if such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, promptly after the date that the obligation to pay Additional Amounts arises), such Payor will deliver to the Indenture Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay such Additional Amounts to Holders on the relevant payment date.

 

H-10


Whenever in the Indenture there is mentioned in any context:

 

(1)

the payment of principal;

 

(2)

redemption prices or purchase prices in connection with a redemption or purchase of Notes;

 

(3)

interest; or

 

(4)

any other amount payable on or with respect to any of the Notes or any Note Guarantee;

such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The obligations described under this heading will survive any termination, defeasance or discharge of the Indenture and any transfer by an applicable Holder or beneficial owner of its Notes to another applicable Holder or beneficial owner, and will apply, mutatis mutandis, to any jurisdiction in which any successor to the Corporation or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes, or any jurisdiction from or through which such successor makes any payment on a Note Guarantee and, in each case, any department or political subdivision thereof or therein.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and such other documents as may be reasonably requested by it documenting the identity and/or signatures of the transferor and the transferee. No service charge will be imposed by the Corporation, the Indenture Trustee or the Registrar for any registration of transfer or exchange of Notes, but the Corporation may require a Holder to pay a sum sufficient to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture except to the extent any such tax or fee is to be reimbursed by the Corporation or Guarantor as an Indemnified Tax. The Corporation is not required to transfer or exchange any Note selected for redemption. Also, the Corporation is not required to transfer or exchange any Note for a period of 15 days before the day of mailing of a notice of redemption of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Optional Redemption

At any time, the Corporation may redeem the Notes, in whole or in part, on one or more occasions, not less than 30 nor more than 60 days’ notice, at the following redemption prices:

 

(1)

at any time prior to April 30, 2026 at a redemption price equal to 103% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest of the Notes, if any, to (but excluding) the applicable date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to such redemption date); and

 

(2)

at any time from and after April 30, 2026 at a redemption price equal to 100% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest of the Notes, if any, to (but excluding) the applicable date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to such redemption date);

If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Corporation.

In the case of any partial redemption, selection of the Notes for redemption will be made in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are

 

H-11


not listed but are in global form, then by lot or otherwise in accordance with the procedures of CDS or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such other method as the Indenture Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.

Any redemption notice may, at the Corporation’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.

Mandatory Redemption from Excess Cash Flow

Commencing with the two fiscal quarter period ending June 30, 2021:

 

  (1)

solely to the extent that the Corporation has the Minimum Liquidity Amount both before and after making such payment, on the first interest payment date falling after the end of the fiscal quarter ending on June 30 in each fiscal year (the first such interest payment date being, October 30, 2021), the Corporation shall redeem the Notes on a pro rata basis in accordance with the redemption provisions under the Indenture in the maximum aggregate principal amount of Notes that may be redeemed, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption, from an amount equal to: (x) 50% of the Excess Cash Flow in respect of the immediately preceding two fiscal quarter period less (y) the aggregate amount of all voluntary permanent prepayments of Notes and mandatory permanent prepayments of Notes (other than any mandatory permanent prepayments made pursuant to the covenant under the heading“—Mandatory Redemptions from Excess Cash Flow”) that were made during such immediately preceding two fiscal quarter period (the result of (x) less (y) being the “Q2 ECF Payment Amount”); provided, that if (a)(1) the result of such subtraction is not a positive number and (2) the amount of Excess Cash Flow for such period is greater than zero, any negative amount resulting from such subtraction (the “Q2 Excess Prepayment Carry Over Amount”) may be carried over to the subsequent two fiscal quarter period only and used as a deduction in the calculation of the Q4 ECF Payment Amount referred to in clause (2) below, or (b)(1) the result of such subtraction is not a positive number and (2) the amount of Excess Cash Flow for such period is zero or less, the aggregate amount of all voluntary permanent prepayments of Notes and mandatory permanent prepayments of Notes (other than any mandatory permanent prepayments made pursuant to the covenant under the heading“—Mandatory Redemptions from Excess Cash Flow”) made during such period (the “Q2 Negative Prepayment Carry Over Amount”) may be carried over for the subsequent two quarter period only and used as a deduction in the calculation of the Q4 ECF Payment Amount referred to in clause (2) below (and with either the Q2 Negative Prepayment Carry Over Amount or the Q2 Excess Prepayment Carry Over Amount being expressed as a positive number and referred to as the “Q2 Prepayment Carry Over Amount”); provided that, if the Q2 ECF Payment Amount is a positive number but is less than $5 million, such Q2 ECF Payment Amount shall be paid together with the Q4 ECF Payment Amount referred to in clause (2) below; and

 

  (2)

solely to the extent that the Corporation has the Minimum Liquidity Amount both before and after making such payment, on the first interest payment date falling after the end of the fiscal quarter ending on December 31 in each fiscal year (the first such interest payment date being April 30, 2022), the Corporation shall redeem Notes on a pro rata basis in accordance with the redemption provisions under the Indenture in the maximum aggregate principal amount of Notes that may be redeemed, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption, from an amount equal to the sum of (i)(x) 50% of the Excess Cash Flow in respect of the immediately preceding two fiscal quarter period less (y) the sum of the voluntary permanent prepayments of Notes and mandatory permanent prepayments of Notes (other than any mandatory permanent prepayments made pursuant to the covenant under the heading“—Mandatory Redemptions from Excess Cash Flow”) that were made during such immediately preceding two fiscal quarter period plus the Q2

 

H-12


 

Prepayment Carry Over Amount, if any, for the two fiscal quarter period ending on June 30 in such fiscal year (the result of (x) less (y) being the “Q4 ECF Payment Amount”); provided, however, if the result of such subtraction is not a positive number, such amount shall be deemed to be zero for purposes of this clause (2)(i) plus (ii) the preceding Q2 ECF Payment Amount (to the extent such Q2 ECF Payment Amount was a positive number less than $5 million and not required to be paid pursuant to clause (1) above).

In addition, under certain circumstances, the Corporation may be required to offer to purchase the Notes as described under the heading “—Repurchase at the Option of Holders.”

Open Market Purchases

The Corporation may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and regulations, including, without limitation, Canadian Securities Legislation, so long as such acquisition does not otherwise violate the terms of the Indenture.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, unless the Corporation has given notice to redeem all of the outstanding Notes as described under “—Optional Redemption,” the Corporation will, within 30 days following such Change of Control, make an offer to purchase all of the outstanding Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of such outstanding Notes plus accrued and unpaid interest, if any, to (but excluding) the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to the date of purchase).

The Corporation will mail a notice of such Change of Control Offer to each Holder or otherwise give notice in accordance with the applicable procedures of CDS, with a copy to the Indenture Trustee, stating:

 

  (1)

that a Change of Control Offer is being made and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for purchase by the Corporation at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on an interest payment date);

 

  (2)

the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); and

 

  (3)

the procedures determined by the Corporation, consistent with the Indenture, that a Holder must follow in order to have its Notes repurchased.

On the Change of Control Payment Date, the Corporation will, to the extent lawful:

 

  (1)

accept for payment all Notes or portions of Notes (of $1,000 or integral multiples of $1,000 in excess thereof) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;

 

  (2)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so accepted for payment; and

 

  (3)

deliver or cause to be delivered to the Indenture Trustee for cancellation the Notes so accepted for payment together with an Officer’s Certificate to the Indenture Trustee stating the aggregate principal amount of Notes or portions of Notes being purchased by the Corporation in accordance with the terms of this covenant.

 

H-13


The Paying Agent will promptly pay to each Holder of Notes so accepted for payment the Change of Control Payment for such Notes, and the Indenture Trustee, upon receipt of an authentication order from the Corporation will promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or integral multiples of $1,000 in excess thereof.

If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes are tendered pursuant to the Change of Control Offer.

Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture will not contain provisions that permit the Holders to require that the Corporation repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Corporation’s Credit Facility contains, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Disposition, or repurchases of the Notes upon a Change of Control or Asset Disposition, or events of default relating thereto. The exercise by the Holders of their right to require the Corporation to repurchase the Notes upon a Change of Control or an Asset Disposition could cause a default under these other agreements, even if the Change of Control or Asset Disposition itself does not, due to the prohibition under these other agreements of such repurchases or the financial effect of such repurchases on the Corporation. In such circumstances, the Corporation could seek the consent of their other lenders to such consequences of a purchase of Notes or could attempt to refinance such other borrowings. If the Corporation does not obtain a consent or repay those borrowings, any failure by the Corporation to purchase tendered notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default under the other Indebtedness. Finally, the Corporation’s ability to pay cash to the Holders upon a repurchase may be limited by the Corporation’s then existing financial resources.

The Corporation will not be required to make a Change of Control Offer upon a Change of Control if a third party makes an offer to purchase all of the outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer, and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such offer to purchase.

The Corporation will comply with all applicable securities laws and regulations, including, without limitation, Canadian Securities Legislation and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of the Indenture, the Corporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of the conflict.

The definition of “Change of Control” includes a disposition of all or substantially all of the property and assets of the Corporation and its Restricted Subsidiaries, taken as a whole, to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of the Corporation and its Restricted Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Corporation to make a Change of Control Offer. Certain provisions under the Indenture relating to the Corporation’s obligation to make a Change of Control Offer may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

 

H-14


Stub Redemption

In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Corporation purchases all of the Notes held by such Holders, within 90 days of such purchase, the Corporation will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes to (but excluding) the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Asset Disposition

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, consummate any Asset Disposition unless:

 

  (1)

the Corporation or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; and

 

  (2)

at least 75% of the consideration from such Asset Disposition received by the Corporation or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.

For the purposes of clause (2) above and for no other purpose, the following will be deemed to be cash:

 

  (a)

any liabilities (as shown on the Corporation’s or such Restricted Subsidiary’s most recent balance sheet) of the Corporation or any of its Restricted Subsidiaries (other than Subordinated Obligations or Guarantor Subordinated Obligations) that are assumed by the transferee of any such assets or from which the Corporation and all such Restricted Subsidiaries have been otherwise validly released by all creditors in writing;

 

  (b)

any Designated Non-Cash Consideration received by the Corporation or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (2) that is at that time outstanding, not to exceed $20 million at the time of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value);

 

  (c)

any securities, notes or other obligations received by the Corporation or any of its Restricted Subsidiaries from the transferee that are converted by the Corporation or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition; and

 

  (d)

any Additional Assets.

Within 360 days from the later of the date of such Asset Disposition or the receipt by the Corporation or such Restricted Subsidiary, as the case may be, of Net Available Cash from such Asset Disposition, the Corporation or such Restricted Subsidiary, as the case may be, may apply, at its option, an amount equal to 100% of the Net Available Cash from such Asset Disposition as follows:

 

  (i)

to permanently repay (and if such Secured Indebtedness is revolving, to permanently reduce commitments with respect thereto) Secured Indebtedness under the Credit Facility or Indebtedness of a Non-Guarantor Restricted Subsidiary, in each case other than Indebtedness owed to the Corporation or a Restricted Subsidiary of the Corporation;

 

H-15


  (iii)

to invest in Additional Assets or make capital expenditures that are used or useful in a Similar Business; or

 

  (iii)

a combination of reductions and investments permitted by the foregoing clauses (i) and (ii);

provided that pending the final application of any such Net Available Cash in accordance with clause (i), (ii) or (iii) above, the Corporation and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by the Indenture; provided, further, that in the case of clause (ii), a binding commitment to invest in Additional Assets or to make capital expenditures that are used or useful in a Similar Business shall be treated as a permitted application of the Net Available Cash on the date of such commitment so long as the Corporation or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 135 days of such commitment (an “Acceptable Commitment”), it being understood that if an Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied pursuant thereto, then such Net Available Cash shall constitute Excess Proceeds (as defined herein) until such Net Available Cash is applied or invested as provided in this paragraph.

Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds”. On the 361st day after an Asset Disposition, or earlier at the Corporation’s option, if the aggregate amount of Excess Proceeds exceeds $15 million, the Corporation will be required to make an offer (“Asset Disposition Offer”) to all Holders to purchase the maximum aggregate principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of purchase (subject to the right of Holders of record on a record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in the Indenture. The Corporation shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the procedures of CDS) the notice required pursuant to the terms of the Indenture, with a copy to the Indenture Trustee. To the extent that the aggregate amount of Notes validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Corporation or the applicable Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof, collectively, exceeds the amount of Excess Proceeds, the Notes to be repurchased shall be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the procedures of CDS or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such other method as the Indenture Trustee in its sole discretion will deem to be fair and appropriate, and the Corporation shall select Notes to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes. Upon completion of such Asset Disposition Offer, regardless of the amount of Excess Proceeds used to purchase Notes pursuant to such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Corporation will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes required to be purchased pursuant to this covenant (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes has been so validly tendered and not validly withdrawn, all Notes validly tendered and not validly withdrawn in response to the Asset Disposition Offer.

On or before the Asset Disposition Purchase Date, the Corporation will, to the extent lawful, accept for payment, by lot or on a pro rata basis, as applicable, the Asset Disposition Offer Amount of Notes or portions thereof validly tendered and not validly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not validly withdrawn, all Notes so tendered and not withdrawn, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $1,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $1,000. The Corporation will deliver, or cause to be delivered, to

 

H-16


the Indenture Trustee the Notes so accepted and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes or portions thereof were accepted for payment by the Corporation in accordance with the terms of this covenant. The Paying Agent or the Corporation, as the case may be, will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder and accepted by the Corporation for purchase, and, if less than all of the Notes tendered are purchased pursuant to the Asset Disposition Offer, the Corporation will promptly issue a new Note, and the Indenture Trustee, upon delivery of an authentication order from the Corporation, will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Indenture Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted will be promptly mailed or delivered by the Corporation to the Holder thereof. The Corporation will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date.

The Corporation will comply with all applicable securities laws and regulations, including, without limitation, Canadian Securities Legislation and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of the Indenture, the Corporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of any conflict.

The Corporation’s obligation to make an Asset Disposition Offer following an Asset Disposition that has been consummated may be waived or modified after the occurrence of such Asset Disposition with the written consent of Holders of at least 66 2/3% in principal amount of the Notes then outstanding.

Certain Covenants

Effectiveness of Covenants – Mandatory Redemption

Following the first day that:

 

  (a)

the aggregate outstanding principal amount of the Notes is less than $150 million; and

 

  (b)

no Default or Event of Default has occurred and is continuing under the Indenture,

the Corporation and its Restricted Subsidiaries will not be subject to the covenant summarized under the heading “—Mandatory Redemptions from Excess Cash Flow” (the “Suspended Mandatory Redemption Covenant”).

If at any time thereafter (a) the aggregate outstanding principal amount of the Notes exceeds $150 million thereafter or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Mandatory Redemption Covenant will be immediately reinstated as if such covenant had never been suspended (the “Mandatory Redemption Reinstatement Date”) and be applicable pursuant to the terms of the Indenture, unless and until such time as (a) the aggregate outstanding principal amount of the Notes is subsequently reduced to less than $150 million and (b) no Default or Event of Default has occurred and is continuing (in which event the Suspended Mandatory Redemption Covenant shall no longer be in effect for so long as (a) the aggregate outstanding principal amount of the Notes is less than $150 million and (b) no Default or Event of Default has occurred and is continuing); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the Notes or the Note Guarantees with respect to the Suspended Mandatory Redemption Covenant based on, and none of the Corporation or any of its Subsidiaries shall bear any liability for, failure to make any mandatory redemption during the Mandatory Redemption Suspension Period (as defined below). The period of time between the date of suspension of the covenants and the Mandatory Redemption Reinstatement Date is referred to as the “Mandatory Redemption Suspension Period.”

If the Mandatory Redemption Suspension Period is in effect for less than the entirety of any two fiscal quarter period, then the amount of mandatory redemptions required to be made in respect of such two fiscal quarter period

 

H-17


pursuant to the section entitled “—Mandatory Redemptions from Excess Cash Flow” above, shall in each case be reduced on a proportionate basis by an amount equal to the product of A x (B / C) where (A) is equal to the amount of the Q2 ECF Payment amount or the Q4 ECF Payment Amount, as applicable, that would have otherwise been payable during such period if the Mandatory Redemption Suspension Period was not in effect, (B) is equal to the number of days in such period during which the Mandatory Redemption Suspension Period was in effect and (C) is the total number of days in such two fiscal quarter period.

The Corporation will provide the Indenture Trustee and the Holders with prompt written notice of any suspension of the Suspended Mandatory Redemption Covenant or the subsequent reinstatement of the Suspended Mandatory Redemption Covenant.

Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Corporation and the Guarantors may incur Indebtedness if on the date thereof and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio for the Corporation and its Restricted Subsidiaries is at least 2.50 to 1.00.

The first paragraph of this covenant will not prohibit the incurrence of the following Indebtedness:

 

  (1)

Indebtedness of the Corporation or any Restricted Subsidiary incurred under the Credit Facility and the issuance and creation of letters of credit, bankers’ acceptances, performance or surety bonds and other similar instruments thereunder (with any such undrawn instruments and reimbursement obligations relating to any payables that are satisfied within 30 days being deemed not to be Indebtedness, and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate amount not to exceed the First Lien Debt Cap Amount at any time;

 

  (2)

Indebtedness represented by the Notes (including any Additional Notes issued under the Indenture from time to time) and including any Note Guarantee and any Refinancing Indebtedness incurred to refund, refinance, replace, exchange, renew, repay or extend any of the foregoing, in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (i) $295 million plus (ii) the amount of all accrued and unpaid interest on the Existing Notes (as defined in the Circular) up to but not including the Issue Date;

 

  (3)

Indebtedness of the Corporation and any of its Restricted Subsidiaries in existence on the Issue Date, but excluding Indebtedness described in clauses (1), (2), (4), (5), (7), (9), (10) and (11) of this paragraph);

 

  (4)

Guarantees by (a) the Corporation or Guarantors of Indebtedness permitted to be incurred by the Corporation or a Guarantor in accordance with the provisions of the Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Note Guarantee, as the case may be, and (b) Non-Guarantors of Indebtedness incurred by Non-Guarantors in accordance with the provisions of the Indenture;

 

  (5)

Indebtedness of the Corporation owing to and held by any of its Restricted Subsidiaries or Indebtedness of a Restricted Subsidiary of the Corporation owing to and held by the Corporation or any other Restricted Subsidiary of the Corporation; provided, however, that:

 

  (a)

if the Corporation is the obligor on Indebtedness owing to a Non-Guarantor, such Indebtedness is expressly subordinated in right of payment to all Obligations with respect to the Notes;

 

  (b)

if a Guarantor is the obligor on such Indebtedness and a Non-Guarantor is the obligee, such Indebtedness is expressly subordinated in right of payment to the Note Guarantee of such Guarantor; and

 

H-18


  (c)          (i)

any subsequent issuance or transfer (other than Permitted Liens until the assets subject thereto have been foreclosed upon) of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Corporation or any of its Restricted Subsidiaries; and

 

      (ii)

any sale or other transfer (other than Permitted Liens until the assets subject thereto have been foreclosed upon) of any such Indebtedness to a Person other than the Corporation or any of its Restricted Subsidiaries,

shall be deemed, in each case under this clause (5)(c), to constitute an incurrence of such Indebtedness by the Corporation or such Restricted Subsidiary, as the case may be;

 

  (6)

Indebtedness of (x) any Person incurred and outstanding on the date on which such Person became a Restricted Subsidiary of the Corporation or was acquired by, or merged into or amalgamated, arranged or consolidated with, the Corporation or any of its Restricted Subsidiaries or (y) such Persons or the Corporation or any of its Restricted Subsidiaries incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of the Corporation or was otherwise acquired by, or merged into or amalgamated, arranged or consolidated with the Corporation or any of its Restricted Subsidiaries or (B) otherwise in connection with, or in contemplation of, such acquisition, merger, amalgamation, arrangement or consolidation; provided, however, in each case set forth in clause (x) or (y), that at the time such Person is acquired, merged, amalgamated, arranged or consolidated or such Indebtedness was incurred, either:

 

  (a)

the Corporation would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to such transaction or series of related transactions and the incurrence of such Indebtedness pursuant to this clause (6); or

 

  (b)

the Consolidated Coverage Ratio of the Corporation and its Restricted Subsidiaries would have been higher than such ratio immediately prior to such acquisition, merger, amalgamation, arrangement or consolidation, after giving effect to such transaction or series of related transactions and the incurrence of such Indebtedness pursuant to this clause (6);

 

  (7)

Indebtedness under Hedging Obligations that are not incurred for speculative purposes;

 

  (8)

Indebtedness (including Capitalized Lease Obligations) of the Corporation or any of its Restricted Subsidiaries incurred to finance the purchase, design, lease, construction, repair, replacement or improvement of any property (real or personal), plant or equipment used or to be used in a Similar Business through the direct or indirect purchase of such property, plant or equipment, provided such Indebtedness is incurred within 365 days of the construction, acquisition or improvement of such property, plant or equipment, and any Indebtedness of the Corporation or any of its Restricted Subsidiaries that serves to refund or refinance any Indebtedness incurred pursuant to this clause (8), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (8) then outstanding, will not exceed the $50 million, at any time outstanding;

 

  (9)

Indebtedness incurred by the Corporation or any of its Restricted Subsidiaries in respect of (a) workers’ compensation claims, health, disability or other employee benefits; (b) self-insurance obligations or property, casualty, liability or other insurance; and (c) statutory, appeal, completion, export, import, customs, revenue, performance, bid, surety, reclamation, remediation and similar bonds and completion guarantees (not for borrowed money) provided in the ordinary course of business;

 

  (10)

Indebtedness arising from agreements of the Corporation or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn-out or similar obligations, in

 

H-19


 

each case, incurred or assumed in connection with the disposition of any business or assets of the Corporation or any business, assets or Capital Stock of any of its Restricted Subsidiaries, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided that:

 

  (a)

the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Corporation and its Restricted Subsidiaries in connection with such disposition; and

 

  (b)

such Indebtedness is not reflected as indebtedness on the balance sheet of the Corporation or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (10));

 

  (11)

Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

 

  (12)

Indebtedness in the form of letters of credit, and reimbursement obligations relating to letters of credit that are satisfied within 30 days of being drawn;

 

  (13)

the incurrence or issuance by the Corporation or any of its Restricted Subsidiaries of Refinancing Indebtedness that serves (or will serve) to extend, renew, replace, defease, discharge, retire for value, refund or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant or clauses (2), (3), (6), (19) or (20) of this second paragraph of this covenant or this clause (13), or any Indebtedness issued to so extend, renew, replace, defease, discharge, retire for value, refund or refinance such Indebtedness, including additional Indebtedness incurred to pay premiums (including reasonable, as determined in good faith by Senior Management, tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith;

 

  (14)

Indebtedness of the Corporation or any of its Restricted Subsidiaries consisting of the financing of insurance premiums incurred in the ordinary course of business;

 

  (15)

Indebtedness of the Corporation or any of its Restricted Subsidiaries consisting of take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business;

 

  (16)

Non-Recourse Debt;

 

  (17)

Indebtedness of the Corporation, to the extent the net proceeds thereof are promptly (a) used to purchase the Notes tendered in connection with a Change of Control Offer or (b) deposited to defease or discharge the Notes as described under “Defeasance” or “Satisfaction and Discharge”;

 

  (18)

Indebtedness of the Corporation or any of its Restricted Subsidiaries in respect of Cash Management Agreements entered into in the ordinary course of business;

 

  (19)

Indebtedness of the Corporation or any of its Restricted Subsidiaries with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries and Joint Ventures, in an aggregate principal amount under this clause (19) at any one time outstanding not to exceed $50 million;

 

  (20)

in addition to the items referred to in clauses (1) through (19) above, Indebtedness of the Corporation and its Restricted Subsidiaries in an aggregate principal amount under this clause (20) at any one time outstanding not to exceed $10 million.

 

H-20


For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this covenant:

 

  (1)

in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the second paragraph of this covenant or can be incurred pursuant to the first paragraph of this covenant, the Corporation, in its sole discretion, will classify such item of Indebtedness on the date of incurrence and may later classify such item of Indebtedness in any manner that complies with the first or second paragraph of this covenant and only be required to include the amount and type of such Indebtedness in the first paragraph or one of such clauses under the second paragraph of this covenant provided that all Indebtedness outstanding under the Credit Facility on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the second paragraph of this covenant;

 

  (2)

Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

 

  (3)

if obligations in respect of letters of credit are incurred pursuant to the Credit Facility and are being treated as incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included;

 

  (4)

the principal amount associated with any Disqualified Stock of the Corporation or any of its Restricted Subsidiaries, or Preferred Stock of a Non-Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

 

  (5)

Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness;

 

  (6)

the principal amount of any Indebtedness outstanding in connection with a securitization transaction or series of securitization transactions is the amount of obligations outstanding under the legal documents entered into as part of such transaction that would be characterized as principal if such transaction were structured as a secured lending transaction rather than as a purchase relating to such transaction; and

 

  (7)

the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS.

Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, the payment of interest in the form of additional Indebtedness, and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

For purposes of determining compliance with any Canadian dollar-denominated restriction on the incurrence of Indebtedness, the Canadian dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Canadian dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Canadian dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary of the Corporation, any Indebtedness of such Subsidiary

 

H-21


shall be deemed to be incurred by a Restricted Subsidiary of the Corporation as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under this “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covenant, the Corporation shall be in Default of this covenant).

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Corporation and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Restricted Payments

The Corporation will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

 

  (1)

declare or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of its or any of its Restricted Subsidiaries’ Capital Stock (including any payment in connection with any merger, amalgamation, arrangement or consolidation involving the Corporation or any of its Restricted Subsidiaries) other than:

 

  (a)

dividends or distributions payable solely in Capital Stock of the Corporation (other than Disqualified Stock); and

 

  (b)

dividends or distributions by a Restricted Subsidiary of the Corporation, so long as, in the case of any dividend or distribution payable on or in respect of any Capital Stock of a Restricted Subsidiary of the Corporation that is not a Wholly-Owned Restricted Subsidiary, the Corporation or any of its Restricted Subsidiaries holding such Capital Stock receives at least its pro rata share of such dividend or distribution;

 

  (2)

purchase, redeem, retire or otherwise acquire for value, including in connection with any merger, amalgamation, arrangement or consolidation, any Capital Stock of the Corporation held by Persons other than the Corporation or any of its Restricted Subsidiaries (other than in exchange for Capital Stock of the Corporation (other than Disqualified Stock));

 

  (3)

make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, scheduled sinking fund payment or scheduled maturity, any Subordinated Obligations or Guarantor Subordinated Obligations, other than:

 

  (a)

Indebtedness of the Corporation owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Corporation or any Restricted Subsidiary permitted under clause (5) of the second paragraph of the covenant “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

 

  (b)

the making of any principal payment on, or the purchase, repurchase, redemption, defeasance or other acquisition or retirement of, Subordinated Obligations or Guarantor Subordinated Obligations in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement; or

 

  (4)

make any Restricted Investment.

(all such payments and other actions referred to in clauses (1) through (4) (other than any exception thereto) shall be referred to as a “Restricted Payment”), unless, at the time of and after giving effect to such Restricted Payment:

 

  (a)

no Default shall have occurred and be continuing (or would result therefrom);

 

H-22


  (b)

immediately after giving effect to such transaction on a pro forma basis, the Corporation could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covenant; and

 

  (c)

the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (without duplication and excluding Restricted Payments made pursuant to clauses (1), (2), (3), (4), (7), (8), (10), (11), (12) and (13) of the next succeeding paragraph) would not exceed the sum of (without duplication):

 

  (i)

50% of Consolidated Net Income for the period (treated as one accounting period) from January 1, 2020 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus

 

  (ii)

100% of the aggregate Net Cash Proceeds, or Fair Market Value of assets, received by the Corporation from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date other than Net Cash Proceeds, or Fair Market Value of assets received, by the Corporation from the issue or sale of such Capital Stock to a Restricted Subsidiary of the Corporation or to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Corporation or any of its Restricted Subsidiaries unless such loans have been repaid with cash on or prior to the date of determination; plus

 

  (iii)

the amount by which Indebtedness of the Corporation or any of its Restricted Subsidiaries is reduced on the Corporation’s consolidated balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Corporation or any of its Restricted Subsidiaries (other than any such Indebtedness held by a Restricted Subsidiary of the Corporation) convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Corporation (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Corporation upon such conversion or exchange); plus

 

  (iv)

an amount equal to:

 

  (x)

100% of the amount received in cash and the Fair Market Value of marketable securities or other property received by the Corporation or any of its Restricted Subsidiaries by means of (A) repurchases or redemptions of Restricted Investments or of Similar Business Investments made in reliance on clause (14) of the definition of “Permitted Investment”, in each case by the Person in which such Restricted Investment or Similar Business Investment was made, (B) proceeds realized upon the sale of Restricted Investments to an unaffiliated purchaser, or (C) payments on and repayments of loans or advances or other transfers of assets (including by way of dividend, distribution and the payment of interest) to the Corporation or any of its Restricted Subsidiaries (other than for reimbursement of tax payments), including dividends, distributions, loan repayment and payments of interest received from Unrestricted Subsidiaries, in each case under this clause (C) to the extent made in respect of a Restricted Investment which amount under this clause (x) was included in the calculation of the amount of Restricted Payments available; provided, however, that no amount will be included under this clause (x) to the extent it is already included in Consolidated Net Income;

 

  (y)

the Fair Market Value of the Investment (excluding any Investment referred to in clause (16) of the definition of “Permitted Investment”) in an Unrestricted Subsidiary that is being redesignated as a Restricted Subsidiary of the Corporation or upon the merger, amalgamation, arrangement or consolidation of

 

H-23


 

such Unrestricted Subsidiary with and into the Corporation or any of its Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed the amount of Investments (excluding any Investment referred to in clause (16) of the definition of “Permitted Investment”) previously made by the Corporation or any of its Restricted Subsidiaries in such Unrestricted Subsidiary, which amount in each case under this clause (y) was included in the calculation of the amount of Restricted Payments available; or

 

  (z)

upon the release of any Guarantee that constituted a Restricted Investment when it was granted, the amount of the Restricted Investment made upon the granting of such Guarantee.

The provisions of the preceding paragraph will not prohibit:

 

  (1)

any Restricted Payment made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Corporation (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Corporation or any of its Restricted Subsidiaries unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that the Net Cash Proceeds from such sale of Capital Stock to the extent used for such Restricted Payment will be excluded from clause (c)(ii) of the preceding paragraph;

 

  (2)

any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent issuance or sale of, Subordinated Obligations or Guarantor Subordinated Obligations, so long as such refinancing Subordinated Obligations or Guarantor Subordinated Obligations are permitted to be incurred pursuant to the covenant described under “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and constitute Refinancing Indebtedness;

 

  (3)

any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock or Disqualified Stock of the Corporation or any of its Restricted Subsidiaries at the Stated Maturity thereof or made by exchange for or out of the proceeds of the substantially concurrent issuance or sale of Preferred Stock or Disqualified Stock of the Corporation or a Restricted Subsidiary, as the case may be, so long as such refinancing Preferred Stock or Disqualified Stock is permitted to be incurred pursuant to the covenant described under “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and constitutes Refinancing Indebtedness;

 

  (4)

the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (a) at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to the “—Repurchase at the Option of Holders—Change of Control” covenant or (b) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “—Repurchase at the Option of Holders—Asset Disposition” covenant; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Corporation has made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer;

 

  (5)

any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligations from Net Available Cash to the extent permitted under the Asset Disposition covenant;

 

H-24


  (6)

(a) dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this covenant and (b) the redemption of Subordinated Obligations or Guarantor Subordinated Obligations within 60 days after the date on which notice of such redemption was given, if on the date of the giving of such notice of redemption, such redemption would have complied with this covenant;

 

  (7)

the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock or equity appreciation rights of the Corporation held by any existing or former employees, officers or directors of the Corporation or any Subsidiary of the Corporation or their assigns, estates or heirs, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or arrangement, provided that such redemptions or repurchases pursuant to this clause (7) will not exceed $2 million in the aggregate during any calendar year (with any unused amounts in any calendar year being carried over to the immediately succeeding calendar year, not to exceed $4 million in any calendar year), although such amount in any calendar year may be increased by an amount not to exceed:

 

  (a)

the Net Cash Proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Corporation to existing or former employees, officers or directors of the Corporation or any of its Subsidiaries that occurs after the Issue Date, to the extent the Net Cash Proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments (provided that the Net Cash Proceeds from such sales or contributions will be excluded from clause (c)(ii) of the preceding paragraph); plus

 

  (b)

the cash proceeds of key man life insurance policies received by the Corporation or its Restricted Subsidiaries after the Issue Date; less

 

  (c)

the amount of any Restricted Payments previously made with the Net Cash Proceeds described in clauses (a) and (b) of this clause (7);

 

  (8)

the declaration and payment of dividends to holders of any class or series of Disqualified Stock or Preferred Stock issued in accordance with the terms of the Indenture to the extent such dividends are included in the definition of “Consolidated Interest Expense”;

 

  (9)

[reserved];

 

  (10)

repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants, other rights to purchase Capital Stock or other convertible securities or similar securities if such Capital Stock represents a portion of the exercise price thereof (or withholding of Capital Stock to pay related withholding taxes with regard to the exercise of such stock options or the vesting of any such restricted stock, restricted stock units, deferred stock units or any similar securities);

 

  (11)

payments in lieu of the issuance of fractional shares of Capital Stock in connection with any transaction otherwise permitted under the Indenture;

 

  (12)

payments or distributions to holders of the Capital Stock of the Corporation or any of its Restricted Subsidiaries pursuant to appraisal or dissenter rights required under applicable law or pursuant to a court order in connection with any merger, amalgamation, arrangement, consolidation or sale, assignment, conveyance, transfer, lease or other disposition of assets; and

 

  (13)

other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (13) (as reduced by the Fair Market Value returned from any such Restricted Payments that constituted Restricted Investments) not to exceed $10 million.

 

H-25


provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (7), (8), and (13), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

For purposes of determining compliance with this covenant, if a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in clauses (1) through (13) above, the Corporation may, in its sole discretion, divide and classify (or later reclassify in whole or in part, from time to time in its sole discretion) such transaction in any manner that complies with this covenant.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued by the Corporation or any of its Restricted Subsidiaries, as the case may be, pursuant to such Restricted Payment.

The amount of all Restricted Payments paid in cash shall be its face amount. For purposes of determining compliance with any Canadian dollar-denominated restriction on Restricted Payments, the Canadian dollar-equivalent of a Restricted Payment denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date the Corporation or the Restricted Subsidiary, as the case may be, first commits to such Restricted Payment.

For purposes of designating any Restricted Subsidiary of the Corporation as an Unrestricted Subsidiary, all outstanding Investments by the Corporation and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the definition of “Investment.” Such designation will be permitted only if an Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Liens

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Subsidiaries), whether owned on the Issue Date or acquired after that date, which Lien secures any Indebtedness, unless contemporaneously with the incurrence of such Liens:

 

  (1)

in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations, the Notes and related Note Guarantees are secured by a Lien on such property or assets that is senior in priority to such Liens; or

 

  (2)

in all other cases, the Notes and related Note Guarantees are equally and rateably secured or are secured by a Lien on such property or assets that is senior in priority to such Liens.

Any Lien created for the benefit of Holders pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) above.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Corporation to:

 

  (1)

pay dividends or make any other distributions on its Capital Stock to the Corporation or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Corporation or any of its Restricted Subsidiaries (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, and the subordination of loans or advances made to the Corporation or any of its Restricted

 

H-26


 

Subsidiaries to other Indebtedness incurred by the Corporation or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other obligation);

 

  (2)

make any loans or advances to the Corporation or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Corporation or any of its Restricted Subsidiaries to other Indebtedness incurred by the Corporation or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or

 

  (3)

sell, lease or transfer any of its property or assets to the Corporation or any of its Restricted Subsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above).

The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of:

 

  (a)

the Indenture, the Notes and the Note Guarantees;

 

  (b)

any agreement or instrument existing on the Issue Date (excluding the Indenture, the Notes and the Note Guarantees);

 

  (c)

(x) any agreement or other instrument of a Person acquired by the Corporation or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof) or (y) any agreement or other instrument with respect to a Restricted Subsidiary of the Corporation that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Corporation (but not created in contemplation thereof), in the case of (x) and (y) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or so designated, as applicable (including after-acquired property);

 

  (d)

any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement or instrument referred to in clauses (a), (b) or (c) of this paragraph; provided, however, that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Senior Management, not materially more restrictive, when taken as a whole, than the encumbrances and restrictions contained in the agreements referred to in clauses (a), (b) or (c) of this paragraph on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of the Corporation or was merged into a Restricted Subsidiary of the Corporation, whichever is applicable;

 

  (e)

the Credit Facility of the Corporation or any Restricted Subsidiary permitted to be incurred under the Indenture; provided, that the applicable encumbrances and restrictions contained in the agreement or agreements governing such Credit Facility are not materially more restrictive, taken as a whole, than those contained in the Credit Facility as in effect on the Issue Date;

 

  (f)

(x) customary non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder and (y) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Corporation to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages;

 

  (g)

in the case of clause (3) of the first paragraph of this covenant, Liens permitted to be incurred under the provisions of the covenant described under “—Limitation on Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

 

H-27


  (h)

purchase money obligations, Capitalized Lease Obligations and Sale/Leaseback Transactions permitted under the Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired;

 

  (i)

contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Corporation pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary;

 

  (j)

restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

 

  (k)

any customary provisions in joint venture, partnership, shareholders’ and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Corporation and other similar agreements entered into in the ordinary course of business;

 

  (l)

any customary provisions (including non-assignment and non-transfer provisions) in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by the Corporation or any of its Restricted Subsidiaries in the ordinary course of business;

 

  (m)

encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order or permit;

 

  (n)

(x) other Indebtedness incurred or Preferred Stock issued by a Guarantor in accordance with “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” that, in the good faith judgment of Senior Management, are not materially more restrictive, taken as a whole, than those applicable to the Corporation in the Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Corporation level comparable to those applicable to the Corporation in the Indenture) or (y) other Indebtedness incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that with respect to clause (y), such encumbrances or restrictions will not materially affect the Corporation’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management);

 

  (o)

any agreement with a governmental entity providing for developmental financing;

 

  (p)

agreements relating to Hedging Obligations permitted under clause (7) of the covenant described under “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

 

  (q)

easements entered into in the ordinary course of business.

Limitation on Affiliate Transactions

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or asset or the rendering of any service) with any Affiliate of the Corporation (an “Affiliate Transaction”) involving aggregate consideration in excess of $30 million, unless:

 

  (1)

the terms of such Affiliate Transaction are not materially less favourable to the Corporation or such Restricted Subsidiary, as the case may be, than those that could have been obtained by the Corporation or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person that is not an Affiliate; and

 

H-28


  (2)

in the event such Affiliate Transaction involves an aggregate consideration in excess of $40 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Corporation and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (1) above).

The preceding paragraph will not apply to:

 

  (1)

any transaction between the Corporation and any of its Restricted Subsidiaries or between any Restricted Subsidiaries of the Corporation, including any Guarantees issued by the Corporation or a Restricted Subsidiary of the Corporation for the benefit of the Corporation or any of its Restricted Subsidiaries, as the case may be, in accordance with “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

 

  (2)

any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” and any Permitted Investments (other than the Investments described in subclause (14) of the definition of “Permitted Investments”);

 

  (3)

any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment, consulting or similar agreements and severance and other compensation arrangements, options to purchase Capital Stock of the Corporation, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers, directors, employees and consultants in the ordinary course of business or approved by the Board of Directors of the Corporation;

 

  (4)

the payment of reasonable and customary fees and reimbursements or employee benefits paid to, and indemnity provided on behalf of, directors, officers, employees or consultants of the Corporation or any of its Restricted Subsidiaries;

 

  (5)

loans or advances (or cancellations of loans or advances) to employees, officers or directors of the Corporation or any of its Subsidiaries in the ordinary course of business, in an aggregate amount not in excess of $500,000 at any one time outstanding;

 

  (6)

any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of Senior Management of the Corporation, when taken as a whole, than the terms of the applicable agreement in effect on the Issue Date;

 

  (7)

(i) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, merged into or amalgamated, arranged or consolidated with the Corporation or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation, and (ii) any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders in the good faith judgment of Senior Management of the Corporation, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation);

 

  (8)

transactions (i) with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services or any management services or support agreements, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of members of the Board of Directors or Senior Management of the Corporation, such transactions or agreements are on terms that are not materially less favourable, when taken as a whole, to the Corporation or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions or agreements in a comparable

 

H-29


 

transaction or agreement by the Corporation or such Restricted Subsidiary with an unrelated Person; and (ii) for the provision of services to joint ventures in the ordinary course of the business of the Corporation and its Restricted Subsidiaries and otherwise in compliance with the terms of the Indenture, and amendments, modifications, supplements, extensions, and revisions thereto or waivers thereof, which are fair to the Corporation and its Restricted Subsidiaries, taken as a whole, in the good faith judgment of Senior Management;

 

  (9)

any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Corporation and any agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect securityholders of the Corporation (and the performance of such agreements);

 

  (10)

any transaction with a Person that would not constitute an Affiliate Transaction if the Corporation or any of its Restricted Subsidiaries did not own any equity interest in or otherwise control such Person;

 

  (11)

transactions between the Corporation or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Corporation or any of its Restricted Subsidiaries; provided that such director abstains from voting as a director of the Corporation or such Restricted Subsidiary, as the case may be, on any matter involving such other Person;

 

  (12)

any merger, amalgamation, arrangement, consolidation or other reorganization of the Corporation with an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Corporation in a new jurisdiction;

 

  (13)

the entering into of a tax sharing agreement, or payments pursuant thereto, between the Corporation and one or more Subsidiaries or between Subsidiaries;

 

  (14)

any employment, deferred compensation, consulting, non-competition, confidentiality or similar agreement entered into by the Corporation or any of its Restricted Subsidiaries with its employees, directors, officers or consultants in the ordinary course of business and payments and other benefits (including bonus, retirement, severance, health, stock option and other benefit plans) pursuant thereto;

 

  (15)

pledges of Capital Stock or Indebtedness of Unrestricted Subsidiaries and Joint Ventures; and

 

  (16)

transactions in which the Corporation or any of its Restricted Subsidiaries delivers to the Indenture Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Corporation or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favourable, when taken as a whole, than those that might reasonably have been obtained by the Corporation or such Restricted Subsidiary in a comparable transaction at such time on an arms’ length basis from a Person that is not an Affiliate.

Reports

The Indenture will provide that so long as any Notes are outstanding, the Corporation will furnish without cost to each Holder and deliver to the Indenture Trustee:

 

  (1)

on or prior to the later of (A) 90 days after the end of each fiscal year of the Corporation or (B) the date on which the Corporation is required to file (after giving effect to any available extension) such information pursuant to Canadian Securities Legislation, the Annual MD&A and audited financial statements in respect of such fiscal year that the Corporation would be required to file as a reporting issuer under Canadian Securities Legislation; and

 

  (2)

on or prior to the later of (A) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Corporation or (B) the date on which the Corporation is required to file (after

 

H-30


 

giving effect to any available extension) such information pursuant to Canadian Securities Legislation, the quarterly MD&A and unaudited quarterly financial statements in respect of the relevant interim period that the Corporation would be required to file as a reporting issuer under Canadian Securities Legislation.

The Corporation shall (i) schedule and participate in quarterly conference calls to discuss its results of operations and (ii) use commercially reasonable efforts to provide any Rating Agency that maintains a public rating of the Notes with information on a periodic basis as such Rating Agency shall reasonably require in order to maintain public ratings of the Notes. With respect to the reports referred to in clauses (1) and (2) above, so long as the Corporation is a “reporting issuer” (or its equivalent) in any province or territory of Canada, the Corporation shall file such reports electronically on the Canadian Securities Administrators’ SEDAR website (or any successor system), which shall satisfy the Corporation’s obligations to furnish such materials to the Holders and deliver such materials to the Indenture Trustee. In the event that the Corporation ceases to be a “reporting issuer” (or its equivalent) in all provinces and territories of Canada, the Corporation will be required to maintain a website to which Holders, prospective investors and securities analysts are given access, on which the Corporation makes available such reports and provides details about how to access on a toll-free basis the quarterly conference calls described above.

Notwithstanding anything herein to the contrary, the Corporation will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (4) under “Events of Default” until 90 days after the date any report hereunder is due to be furnished to the Holders and delivered to the Indenture Trustee in accordance with the first paragraph of this covenant “—Reports.”

To the extent any information is not provided as specified in this section “Reports” and such information is subsequently provided, the Corporation will be deemed to have satisfied its obligations with respect thereto at such time, and any Default or Event of Default with respect thereto shall be deemed to have been cured.

Delivery of reports, information and documents to the Indenture Trustee is for informational purposes only, and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Corporation’s, any Guarantor’s or any other Person’s compliance with any of its covenants under the Indenture or the Notes (as to which the Indenture Trustee is entitled to rely exclusively on the Officer’s Certificates delivered pursuant to the Indenture).

The Indenture Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Corporation’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed under the Indenture.

Merger and Consolidation

The Corporation will not merge with or into, or amalgamate or consolidate with, or wind up into, in each case including by way of an arrangement, (whether or not the Corporation is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person unless:

 

  (1)

the continuing, resulting, surviving or transferee Person (the “Successor Corporation”) is a Person (other than an individual) organized and existing under the laws of Canada, any province or territory thereof, or of the United States, any state or territory thereof or the District of Columbia;

 

  (2)

the Successor Corporation (if other than the Corporation) expressly assumes all of the obligations of the Corporation under the Notes and the Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Indenture Trustee;

 

  (3)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

 

H-31


  (4)

immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

 

  (a)

the Successor Corporation would be able to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the “—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covenant; or

 

  (b)

the Consolidated Coverage Ratio for the Successor Corporation and its Restricted Subsidiaries would be greater than such ratio for the Corporation and its Restricted Subsidiaries immediately prior to such transaction;

 

  (5)

if the Corporation is not the surviving corporation, each Guarantor (unless it is the other party to the transactions above, in which case clause (1) of the following paragraph shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Corporation’s obligations under the Indenture and the Notes; and

 

  (6)

the Corporation shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation, arrangement, winding up or disposition, and such supplemental indenture, if any, comply with the Indenture.

The Successor Corporation will succeed to, and be substituted for, the Corporation under the Indenture and the Notes. Notwithstanding the clauses (3) and (4) of the preceding paragraph,

 

  (1)

any Restricted Subsidiary of the Corporation may consolidate with, amalgamate with, merge with or into, wind up into or transfer all or part of its properties and assets to (in each case including by way of an arrangement) the Corporation so long as no Capital Stock of the Restricted Subsidiary of the Corporation is distributed to any Person other than the Corporation; and

 

  (2)

the Corporation may consolidate with, amalgamate with, merge with or into or wind up into (in each case including by way of an arrangement) an Affiliate of the Corporation for the purpose of reincorporating the Corporation in a province or territory of Canada or in a state or territory of the United States or the District of Columbia.

In addition, the Corporation will not permit any Guarantor to merge with or into, or amalgamate or consolidate with, or wind up into, in each case including by way of an arrangement (whether or not the Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Corporation or another Guarantor) unless:

 

  (3)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

 

  (4)

either:

 

  (a)

the resulting, surviving or transferee Person (the “Successor Guarantor”) is a Person (other than an individual) organized and existing under the same laws as the Guarantor was organized under immediately prior to such transaction, the laws of Canada, any province or territory thereof, or of the United States, any state or territory thereof or the District of Columbia; the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture, the Notes and its Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Indenture Trustee; and the Corporation will have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, arrangement, merger, winding up or disposition and such supplemental indenture (if any) comply with the Indenture; or

 

H-32


  (b)

the transaction does not violate the covenant described under “—Repurchase at the Option of Holders—Asset Disposition” (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time).

The Successor Guarantor will succeed to, and be substituted for, such Guarantor under the Indenture and the Note Guarantee of such Guarantor.

Notwithstanding the foregoing, any Guarantor may (i) merge with or into, or amalgamate or consolidate with, or wind up into, in each case including by way of an arrangement (whether or not the Guarantor is the surviving corporation), or transfer all or part of its properties and assets to, any other Guarantor or the Corporation or (ii) merge with or into, or amalgamate or consolidate with, or wind up into, in each case including by way of an arrangement (whether or not the Guarantor is the surviving corporation), a Restricted Subsidiary of the Corporation for the purpose of reincorporating the Guarantor in Canada or any province or territory of Canada, any state or territory of the United States or the District of Columbia, British Virgin Islands, Bahamas, Barbados, any member state of the European Union or any other jurisdiction in which such Guarantor is organized at the time of such transaction, so long as (in the case of this clause (ii)) the amount of Indebtedness of such Guarantor and its Subsidiaries is not increased thereby.

For purposes of this covenant, the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Corporation, which properties and assets, if held by the Corporation instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Corporation on a consolidated basis, will be deemed to be the disposition of all or substantially all of the properties and assets of the Corporation.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

Upon the completion of any transaction described above, the Corporation and the applicable Guarantors will be released from their obligations under the Indenture, the Notes and the Note Guarantees, as applicable, and the Successor Corporation and the Successor Guarantors, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Corporation or the applicable Guarantors, as applicable, under the Indenture, the Notes and the Note Guarantees; provided that, in the case of a lease of all or substantially all its assets, the Corporation will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor will not be released from its obligations under its Note Guarantee.

Future Guarantors

The Corporation will cause each Person that becomes a Wholly-Owned Restricted Subsidiary, other than any Immaterial Subsidiary, after the Issue Date, and may at its option cause any other Restricted Subsidiary, to execute and deliver to the Indenture Trustee a supplemental indenture to the Indenture pursuant to which such Restricted Subsidiary will, subject to the second succeeding paragraph, irrevocably and unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on a senior second lien secured basis.

Each Restricted Subsidiary that becomes a Guarantor will also, to the extent such Guarantor is required to grant security in favour of the Senior Agent, become a party to the applicable Collateral Documents and shall, as promptly as practicable, execute and/or deliver such security instruments, financing statements, certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but of no greater scope)) as may be necessary to vest in the Collateral Agent a perfected Second Ranking Lien in all personal property that constitutes Collateral for the Notes or the Note Guarantees and as may be necessary to have such Property added to the Collateral as required under the Collateral Documents and the Indenture, and thereupon all provisions of the Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect.

 

H-33


A Restricted Subsidiary’s Note Guarantee and Collateral Documents shall be released in accordance with the provisions of the Indenture described under “—Note Guarantees.”

Future Note Guarantees provided by Guarantors organized in jurisdictions other than Canada and the United States may be Limited Guarantees if the Board of Directors or Senior Management, in consultation with local counsel, makes a reasonable determination that such limitations are required due to legal requirements within such jurisdiction, provided that if any such Guarantor provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility that are broader in scope than its Limited Guarantee, such Guarantor shall also guarantee the Notes to the same extent pursuant to its Note Guarantee.

Limitation on Business Activities

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than a Similar Business, except to such extent as would not be material to the Corporation and its Restricted Subsidiaries taken as a whole.

Events of Default

Each of the following is an “Event of Default”:

 

  (1)

default in any payment of interest on any Note when due, continued for 30 days;

 

  (2)

default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

 

  (3)

failure by the Corporation or any Guarantor to comply with its obligations under “—Certain Covenants—Merger and Consolidation”;

 

  (4)

failure by the Corporation or any Guarantor to comply for 60 days after notice as provided below with its other agreements contained in the Indenture or the Notes (other than a failure that is the subject of the foregoing clause (1), (2), or (3));

 

  (5)

default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Corporation or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Corporation or any of its Restricted Subsidiaries), other than Non-Recourse Debt and other than Indebtedness owed to the Corporation or its Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

 

  (a)

is caused by a failure to pay the principal of such Indebtedness at its Stated Maturity (after giving effect to any applicable grace period provided in such Indebtedness) (“payment default”); or

 

  (b)

results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”);

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains unpaid, aggregates $25 million or more (or its foreign currency equivalent);

 

  (6)

failure by the Corporation or any Significant Subsidiary or any group of Restricted Subsidiaries of the Corporation that, taken together, would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20 million (or its foreign currency equivalent) (net of any amounts for which an insurance Corporation is liable), which judgments are not paid, discharged or stayed for a period of 60 days or more after such judgment becomes final and non-appealable (the “judgment default provision”);

 

H-34


  (7)

certain events of bankruptcy, insolvency or reorganization of the Corporation or a Significant Subsidiary or any group of Restricted Subsidiaries of the Corporation that, taken together, would constitute a Significant Subsidiary (the “bankruptcy provisions”); or

 

  (8)

any Note Guarantee of a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a final and non-appealable judicial proceeding or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, denies or disaffirms its obligations under the Indenture or its Note Guarantee; or

 

  (9)

with respect to any Collateral having a fair market value in excess of $5 million, individually or in the aggregate, (i) the failure of the security interest with respect to such Collateral under the Collateral Documents, at any time, to be in full force and effect for any reason other than in accordance with the terms of the Collateral Documents and the terms of this Indenture (it being understood that in no event shall any security or filings be required if such security or filings are not being granted or made in favour of the Senior Agent), or the Intercreditor Agreement, as applicable, and other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture if such failure continues for 60 days or more or (ii) the assertion by the Corporation or any Guarantor, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable, except in each case for the failure or loss of perfection resulting from the failure of the Collateral Agent to make filings, renewals and continuations (or other equivalent filings) which are required to be made.

However, a default under clause (4) of this paragraph will not constitute an Event of Default until the Indenture Trustee (acting at the direction of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 25% in principal amount of the then outstanding Notes notify the Corporation of the default and the Corporation does not cure such default within the time specified in clause (4) of this paragraph after receipt of such notice.

If an Event of Default (other than an Event of Default described in clause (7) above with respect to the Corporation) occurs and is continuing, the Indenture Trustee (acting at the direction of the Holders of at least 25% in principal amount of the then outstanding Notes) by written notice to the Corporation, specifying the Event of Default, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Corporation and the Indenture Trustee, may, and the Indenture Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable.

In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) under “—Events of Default” has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Corporation or any of its Restricted Subsidiaries or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Notwithstanding the foregoing, if an Event of Default described in clause (7) above with respect to the Corporation occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless:

 

  (1)

such Holder has previously given the Indenture Trustee notice that an Event of Default is continuing;

 

H-35


  (2)

Holders of at least 25% in principal amount of the then outstanding Notes have requested the Indenture Trustee to pursue the remedy;

 

  (3)

such Holders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

 

  (4)

the Indenture Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

 

  (5)

the Holders of a majority in principal amount of the then outstanding Notes have not given the Indenture Trustee a direction that, in the opinion of the Indenture Trustee, is inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or of exercising any trust or power conferred on the Indenture Trustee. The Indenture provides that in the event an Event of Default has occurred and is continuing, the Indenture Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use under the circumstances in the conduct of its own affairs. The Indenture Trustee, however, may refuse to follow any direction that conflicts with law or the Intercreditor Agreement, the Indenture, the Notes or any Note Guarantee, or that it determines in good faith is unduly prejudicial to the rights of any other Holder or that would involve that Trustee in personal liability.

Subject to the provisions of the Indenture relating to the duties of the Indenture Trustee, if an Event of Default occurs and is continuing, the Indenture Trustee will be under no obligation to exercise any of the rights or powers under the Indenture, the Notes and the Note Guarantees at the request or direction of any of the Holders unless such Holders have offered to the Indenture Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense.

The Indenture will provide that if a Default or Event of Default occurs and is continuing and is actually known to a responsible officer of the Indenture Trustee, the Indenture Trustee will mail to each Holder notice of the Default within 90 days after it occurs. Except in the case of a default in the payment of principal of, premium, if any, or interest on any Note, the Indenture Trustee may withhold from the Holders notice of any continuing Default or Event of Default if the Indenture Trustee determines in good faith that withholding the notice is in the interests of the Holders. In addition, the Corporation is required to deliver to the Indenture Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous year. The Corporation also is required to deliver to the Indenture Trustee, within 30 Business Days after the occurrence thereof, written notice of any events which would constitute a Default or Event of Default, their status and what action the Corporation is taking or proposing to take in respect thereof.

If a Default or Event of Default is deemed to occur solely because a Default or Event of Default (the “Initial Default”) already existed, and such Initial Default is subsequently cured and is not continuing, the Default or Event of Default resulting solely because the Initial Default existed shall be deemed cured, and will be deemed annulled, waived and rescinded without any further action required.

Amendments and Waivers

Except as provided in the next two succeeding paragraphs, the Indenture, the Notes, the Note Guarantees and the Collateral Documents may be amended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder affected thereby, no amendment, supplement or waiver may, among other things:

 

H-36


  (1)

reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

 

  (2)

reduce the stated rate of interest or extend the stated time for payment of interest on any Note;

 

  (3)

reduce the principal of or extend the Stated Maturity of any Note;

 

  (4)

waive an Event of Default arising from a failure to pay the principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to an Event of Default arising from such a failure to pay principal, premium or interest, and a waiver of the Event of Default that resulted from such acceleration);

 

  (5)

reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed as described above under “—Optional Redemption,” whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definitions of “Change of Control” or “Asset Dispositions”, or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding);

 

  (6)

make any Note payable in money other than that stated in such Note;

 

  (7)

impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

 

  (8)

make any change in the amendment or waiver provisions which require each Holder’s consent; or

 

  (9)

modify the Note Guarantees in any manner adverse to the Holders.

Notwithstanding the foregoing, without the consent of any Holder, the Corporation, the Guarantors and the Indenture Trustee may amend the Indenture, the Notes, the Note Guarantees and the Collateral Documents to:

 

  (1)

cure any ambiguity, omission, defect or inconsistency;

 

  (2)

provide for the issuance of Additional Notes, or notes of any additional series, in compliance with “—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

 

  (3)

provide for the assumption by a successor of the obligations of the Corporation or any Guarantor under the Indenture, the Notes or the Note Guarantees in accordance with “—Certain Covenants—Merger and Consolidation”;

 

  (4)

provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes;

 

  (5)

comply with the rules of any applicable depository;

 

  (6)

(i) add Guarantors with respect to the Notes or (ii) release a Guarantor from its obligations under its Note Guarantee or the Indenture in accordance with the applicable provisions of the Indenture;

 

  (7)

add additional assets as Collateral or enter into additional or supplemental Collateral Documents to secure the Notes and Note Guarantees;

 

  (8)

add covenants of the Corporation or its Restricted Subsidiaries or Events of Default for the benefit of Holders, or make changes that would provide additional rights to the Holders, or surrender any right or power conferred upon the Corporation or any Guarantor;

 

H-37


  (9)

make any change that does not adversely affect the legal rights under the Indenture of any Holder;

 

  (10)

evidence and provide for the acceptance of an appointment under the Indenture of a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture;

 

  (11)

conform the text of the Indenture, the Notes or the Note Guarantees to any provision of this “Description of Notes” to the extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Note Guarantees, as set forth in an Officer’s Certificate;

 

  (12)

make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if incurred in compliance with the Indenture, Additional Notes or notes of any additional series; provided, however, that (A) compliance with the Indenture as so amended would not result in Notes being transferred in violation of Canadian Securities Legislation or any other applicable securities laws and regulations and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or

 

  (13)

make any change to conform to the requirements of the U.S. Trust Indenture Act.

The consent of the Holders will not be necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under the Indenture becomes effective, the Corporation is required to give to the Holders a written notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to the Holders, or any defect in such notice will not impair or affect the validity of the amendment, supplement or waiver.

Defeasance

The Corporation may, at its option and at any time, elect to have all of its obligations and all of the obligations of the Guarantors discharged with respect to the outstanding Notes issued under the Indenture (“legal defeasance”) except for:

 

  (1)

the rights of Holders to receive payments in respect of the principal of, premium, if any, or interest on such Notes when such payments are due, solely out of the trust referred to below;

 

  (2)

the Corporation’s obligations with respect to the Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;

 

  (3)

the rights, powers, trusts, duties and immunities of the Indenture Trustee, and the Corporation’s obligations in connection therewith; and

 

  (4)

the legal defeasance provisions of the Indenture.

If the Corporation exercises the legal defeasance option, the Note Guarantees in effect at such time will terminate.

The Corporation at any time may terminate its obligations and the obligations of its Restricted Subsidiaries described under “—Repurchase at the Option of Holders” and under the covenants described under “—Certain Covenants” (other than “—Merger and Consolidation” with respect to the Corporation), the operation of the cross-default upon a payment default, cross acceleration provisions, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision described under “—Events of Default” above and the limitations contained in clause (4) under “—Certain Covenants—Merger and Consolidation” above (“covenant defeasance”).

 

H-38


If the Corporation exercises the covenant defeasance option, the Note Guarantees in effect at such time will terminate.

The Corporation may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Corporation exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to the Notes. If the Corporation exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (3) (only with respect to the failure of the Corporation to comply with clause (4) under “—Certain Covenants—Merger and Consolidation” above), (4) (only with respect to covenants that are released as a result of such covenant defeasance), (5) (only with respect to covenants that are released as a result of such covenant defeasance), (6) or (7) (with respect only to Significant Subsidiaries or any group of Restricted Subsidiaries of the Corporation that, taken together would constitute a Significant Subsidiary) or (9) or (10) under “—Events of Default” above.

In order to exercise either legal defeasance or covenant defeasance under the Indenture:

 

  (1)

the Corporation must irrevocably deposit with the Indenture Trustee, in trust, for the benefit of the Holders, cash in Canadian dollars, Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of an Independent Financial Advisor, without consideration of any reinvestment of interest, to pay the principal of, and premium, if any, and interest due on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Corporation must specify whether the Notes are being defeased to maturity or to a particular redemption date;

 

  (2)

in the case of legal defeasance or covenant defeasance, the Corporation has delivered to the Indenture Trustee an opinion of counsel qualified to practice in Canada (such counsel acceptable to the Indenture Trustee, acting reasonably) or a ruling from the Canada Revenue Agency (or successor agency) to the effect that holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial and territorial income tax purposes as a result of such legal defeasance or covenant defeasance, as applicable, and will only be subject to Canadian federal, provincial and territorial income tax on the same amounts, in the same manner and at the same times as would have been the case had if such legal defeasance or covenant defeasance, as applicable, had not occurred;

 

  (3)

such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Corporation or any of its Restricted Subsidiaries is a party or by which the Corporation or any of its Restricted Subsidiaries is bound;

 

  (4)

no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

 

  (5)

the Corporation has delivered to the Indenture Trustee an Officer’s Certificate stating that the deposit was not made by the Corporation with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation, any Guarantor or others;

 

  (6)

the Corporation has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance, as the case may be, have been complied with; and

 

  (7)

the Corporation has delivered irrevocable instructions to the Indenture Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (5) above).

 

H-39


Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when either:

 

  (1)

all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for which payment money has been deposited in trust and thereafter repaid to the Corporation, have been delivered to the Indenture Trustee for cancellation; or

 

  (2)

 

  (a)

all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Corporation, and the Corporation or any Guarantor has irrevocably deposited or caused to be deposited with the Indenture Trustee, as trust funds in trust solely for the benefit of the Holders, cash in Canadian dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of an Independent Financial Advisor, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Indenture Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

 

  (b)

no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing), and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Corporation or any Guarantor is a party or by which the Corporation or any Guarantor is bound;

 

  (c)

the Corporation has paid or caused to be paid all sums payable by it under the Indenture; and

 

  (d)

the Corporation has delivered irrevocable instructions to the Indenture Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Corporation must deliver an Officer’s Certificate and an Opinion of Counsel to the Indenture Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

No Personal Liability of Directors, Officers, Employees and Shareholders

No past, present or future director, officer, employee, incorporator, member, manager, partner or shareholder of the Corporation or any Guarantor shall have any liability for any obligations of the Corporation or any Guarantor under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes.

Notices

Notice or communication mailed to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested) or by overnight air courier guaranteeing next day delivery to such Holder at such Holder’s address as it appears on the registration books of the Registrar or by such other delivery system as the Trustee deems acceptable and shall be deemed to be sufficiently given if so sent within the time prescribed. Failure to send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Any

 

H-40


written notice or communication that is delivered in person or mailed by first-class mail to the designated address will be deemed duly given, regardless of whether the addressee receives such notice.

Notwithstanding any other provision of the Indenture or any Note, where the Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to CDS or any other applicable depositary for such Note (or its designee) according to the applicable procedures of CDS or such depositary.

Governing Law

The Indenture will provide that it, the Notes and any Note Guarantee will be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person on a consolidated basis in accordance with IFRS, but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

Acquired Indebtedness” means, with respect to any specified Person, Indebtedness (a) of such Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Corporation, (b) assumed in connection with the acquisition of assets from such Person, in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Corporation or such acquisition, or (c) secured by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness shall be deemed to have been incurred, with respect to clause (a) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary of the Corporation and, with respect to clauses (b) and (c) of the preceding sentence, on the date of consummation of such acquisition of assets.

Additional Assets” means:

 

  (1)

any property, plant, equipment or other asset (excluding working capital or current assets) to be used by the Corporation or any of its Restricted Subsidiaries in a Similar Business; or

 

  (2)

the Capital Stock of a Person that becomes a Restricted Subsidiary of the Corporation as a result of the acquisition of such Capital Stock by the Corporation or its Restricted Subsidiary; or

 

  (3)

the Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Corporation; or

 

  (4)

Similar Business Investments (a) to the extent of Net Available Cash arising from Asset Dispositions of Capital Stock of an Unrestricted Subsidiary or Joint Venture, or of Capital Stock of a Restricted Subsidiary that derives all or substantially all of its value from the Corporation’s interest in an Unrestricted Subsidiary or Joint Venture, or (b) otherwise in an amount, together with all other Similar Business Investments which are treated as a use of Net Available Cash pursuant to this clause (4), not to exceed 15% of Total Assets at the time of such Investment;

provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Similar Business.

Additional Notes” means Notes (other than the Initial Notes) issued from time to time under the Indenture in accordance with the terms thereof, of the same series as the Initial Notes and having terms and conditions identical to those of the applicable Initial Notes other than the issue date, the issue price and the first interest payment date, whether or not they bear the same CUSIP or ISIN number, as set out in a supplemental indenture.

Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control

 

H-41


(including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) when used with respect to any Person means possession, directly or indirectly, of the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Ambatovy Joint Venture” means the joint venture in respect of the Ambatovy Project carried on by Ambatovy Minerals S.A. and Dynatec Madagascar S.A. and the respective successors and assigns from time to time.

Ambatovy Project” means the assets, business and operations consisting of the Ambatovy project in Madagascar.

Asset Disposition” means (A) any sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, other disposition, or a series of related sales, leases, transfers, or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary or Joint Venture (other than directors’ qualifying shares and shares issued to foreign nationals as required by law), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Corporation or any of its Restricted Subsidiaries, including any disposition by means of a merger, amalgamation, consolidation, arrangement or similar transaction, and (B) any issuance of shares of Capital Stock (other than directors’ qualifying shares and shares issued to foreign nationals as required by law) by a Restricted Subsidiary of the Corporation.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

 

  (1)

a disposition of assets by a Restricted Subsidiary to the Corporation or by the Corporation or any of its Restricted Subsidiaries to a Restricted Subsidiary of the Corporation;

 

  (2)

a disposition of Cash Equivalents or Investment Grade Securities;

 

  (3)

a disposition of inventory or other assets in the ordinary course of business or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;

 

  (4)

a disposition of obsolete, damaged or worn out property or equipment, or property or equipment that is no longer used or useful in the conduct of the business of the Corporation and its Restricted Subsidiaries;

 

  (5)

the disposition of all or substantially all of the assets of the Corporation in a manner permitted pursuant to “—Certain Covenants—Merger and Consolidation” or any disposition that constitutes a Change of Control pursuant to the Indenture;

 

  (6)

an issuance of Capital Stock by a Restricted Subsidiary of the Corporation to the Corporation or to a Restricted Subsidiary of the Corporation;

 

  (7)

any Permitted Investment or Restricted Payment made in compliance with “—Certain Covenants—Limitation on Restricted Payments”;

 

  (8)

dispositions of assets in a single transaction or a series of related transactions with an aggregate Fair Market Value of less than $15 million;

 

  (9)

the creation of a Permitted Lien and dispositions in connection with Permitted Liens;

 

  (10)

the issuance by a Restricted Subsidiary of the Corporation of Preferred Stock or Disqualified Stock that is permitted by the covenant described under “—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

 

  (11)

the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Corporation and its Restricted Subsidiaries;

 

H-42


  (12)

foreclosure on or expropriation of assets;

 

  (13)

any issuance or sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

 

  (14)

the unwinding of any Hedging Obligations;

 

  (15)

the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims;

 

  (16)

dispositions to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements;

 

  (17)

the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

 

  (18)

dispositions in connection with royalty or precious metals stream or similar transactions that are customary in the mining business (as determined in good faith by Senior Management);

 

  (19)

dispositions of interests in any oil and gas property to a Person in exchange for, or as consideration for, drilling and other development activities conducted, or to be conducted, by such Person on such property;

 

  (20)

any exchange of assets for other assets (which other assets may, in whole or in part, include cash, Cash Equivalents, Capital Stock or any securities convertible into, or exercisable or exchangeable for, Capital Stock, but which assets may not include any Indebtedness) issued by or related to a Similar Business if such other assets are of comparable or greater market value or usefulness to the business of the Corporation and its Restricted Subsidiaries, taken as a whole, compared with the assets being exchanged, which in the event of an exchange of assets with a Fair Market Value in excess of (a) $15 million shall be evidenced by an Officer’s Certificate and (b) $25 million shall be set forth in a resolution approved by at least a majority of the members of the Board of Directors of the Corporation; provided that the Corporation shall apply any cash or Cash Equivalents received in any such exchange of assets as described in the second paragraph under ‘‘Repurchase at the option of holders—Asset Disposition”; and

 

  (21)

any disposition of the Corporation’s interests (including Capital Stock and any other investments) held by it in MMI.

Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in the transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined in accordance with IFRS; provided, however, that if such Sale/Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligations.”

Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such payments.

Board of Directors” means:

 

  (1)

with respect to a corporation, the board of directors of the corporation or (other than for purposes of determining Change of Control) a committee of the Board of Directors;

 

  (2)

with respect to a partnership, the board of directors of the general partner of the partnership; and

 

H-43


  (3)

with respect to any other Person, the board or committee of such Person serving a similar function.

Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in Toronto, Ontario are authorized or required by law to close.

Canadian Securities Legislation” means all applicable securities laws in each of the provinces and territories of Canada, including, without limitation, the Province of Ontario, and the respective regulations and rules under such laws together with applicable published rules, policy statements, blanket orders, instruments, rulings and notices of the regulatory authorities in such provinces or territories.

Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and limited liability or partnership interests (whether general or limited), but excluding any debt securities convertible or exchangeable into such equity.

Capitalized Lease Obligations” means an obligation that would have been required to be classified and accounted for as a finance lease for financial reporting purposes in accordance with IFRS as in effect on the Issue Date. The amount of Indebtedness represented by such obligation will be the amount of the liability for such obligation at the time any determination thereof is to be made as determined in accordance with IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

Cash Equivalents” means:

 

  (1)

Canadian dollars, U.S. dollars or, in the case of any Restricted Subsidiary, such other local currencies held by it from time to time in the ordinary course of business;

 

  (2)

securities issued or directly and fully Guaranteed or insured by the Canadian or U.S. government or any agency or instrumentality of Canada or the United States (provided that the full faith and credit of Canada or the United States, as applicable, is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

 

  (3)

marketable general obligations issued by any province of Canada or state of the United States or any political subdivision of any such province or state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments;

 

  (4)

certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc., or “A” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and having combined capital and surplus in excess of $500.0 million;

 

  (5)

repurchase obligations with a term of not more than 365 days for underlying securities of the types described in clauses (2), (3) and (4) above entered into with any bank meeting the qualifications specified in clause (4) above;

 

  (6)

commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc. or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

 

H-44


  (7)

interests in any investment Corporation or money market fund which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (6) above.

Cash Management Agreements” means any agreement providing for treasury, depository, purchasing card or cash management services, including in connection with any automated clearing house transfer of funds or any similar transaction entered into in the ordinary course of business.

Change of Control” means:

 

  (1)

any Person or group or Persons acting jointly or in concert (any such group, a “Group”) becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Corporation (or its successor by merger, consolidation, amalgamation, arrangement or purchase of all or substantially all of its assets); or

 

  (2)

the first day on which a majority of the members of the Board of Directors of the Corporation are not Continuing Directors; or

 

  (3)

the direct or indirect sale, assignment, conveyance, transfer, lease or other disposition (other than by way of merger, consolidation, amalgamation or arrangement), in one or a series of related transactions, of all or substantially all of the assets of the Corporation and its Restricted Subsidiaries taken as a whole to any Person or Group (other than to one or more Wholly-Owned Restricted Subsidiaries); or

 

  (4)

the adoption by the shareholders of the Corporation of a plan or proposal for the liquidation or dissolution of the Corporation.

Collateral” means, collectively, all personal property and assets of the Corporation and each of the Guarantors that secures the Obligations under the Notes, the Note Guarantees and the Indenture, pursuant to the Collateral Documents.

Collateral Agent” means a trust company or other Person appointed by the Corporation under the Indenture that is authorized under the laws of Canada or any Province thereof and each other relevant jurisdiction to act as collateral agent under the Collateral Documents and any successor thereto.

Collateral Documents” means the Intercreditor Agreement and the security agreements, pledge agreements, mortgages, and other instruments pursuant to which the Corporation and the Guarantors shall grant or have granted Liens in the Collateral to the Collateral Agent for the benefit of the Holders, in each case, as amended, restated or replaced, in whole or in part, from time to time.

Commodity Agreement” means any commodity futures contract, commodity swap, commodity option or other similar agreement or arrangement entered into by the Corporation or any of its Restricted Subsidiaries designed to protect the Corporation or any of its Restricted Subsidiaries against fluctuations in the price of commodities actually produced or used in the ordinary course of business of the Corporation and its Restricted Subsidiaries.

Common Stock” means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock, whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

Consolidated Coverage Ratio” means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are internally available to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

 

  (1)

if the Corporation or any of its Restricted Subsidiaries:

 

  (a)

has incurred any Indebtedness (other than Indebtedness that constitutes ordinary working capital borrowings) since the beginning of such period that remains outstanding on such

 

H-45


 

date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes an incurrence of Indebtedness (other than Indebtedness that constitutes ordinary working capital borrowings), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such computation, the amount of revolving Indebtedness under the Credit Facility outstanding on the date of such calculation will be deemed to be:

 

  (i)

the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding; or

 

  (ii)

if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation),

and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

 

  (b)

has repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes a repayment, redemption, retirement, defeasance or other discharge of Indebtedness (in each case, other than revolving Indebtedness incurred under the Credit Facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such repayment, redemption, retirement, defeasance or other discharge had occurred on the first day of such period;

 

  (2)

if since the beginning of such period, the Corporation or any of its Restricted Subsidiaries will have made any Asset Disposition or disposed of or accounted for as discontinued operations (as defined under IFRS) any Corporation, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Disposition:

 

  (a)

the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and

 

  (b)

Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Corporation or any of its Restricted Subsidiaries repaid, repurchased, redeemed, retired, defeased or otherwise discharged (to the extent the related commitment is permanently reduced) with respect to the Corporation and its continuing Restricted Subsidiaries in connection with such transaction for such period (or, if the Capital Stock of any Restricted Subsidiary of the Corporation is sold or in the case of discontinued operations, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary or discontinued operations to the extent the Corporation and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

 

  (3)

if since the beginning of such period the Corporation or any of its Restricted Subsidiaries (by merger, consolidation, amalgamation, arrangement or otherwise) will have made an Investment in

 

H-46


 

any Restricted Subsidiary of the Corporation (or any Person that becomes a Restricted Subsidiary of the Corporation or is merged with or into the Corporation or any of its Restricted Subsidiaries) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a Corporation, division, operating unit, segment, business, group of related assets or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

 

  (4)

if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary of the Corporation or was merged with or into the Corporation or any of its Restricted Subsidiaries since the beginning of such period) will have incurred any Indebtedness or repaid, redeemed, retired, defeased or otherwise discharged any Indebtedness, made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (1), (2) or (3) above if made by the Corporation or its Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Corporation. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Corporation, the interest rate shall be calculated by applying such optional rate chosen by the Corporation.

Consolidated EBITDA” for any period means, with respect to any Person, the Consolidated Net Income of such Person for such period:

 

  (1)

increased (without duplication) by the following items to the extent deducted in calculating such Consolidated Net Income:

 

  (a)

Consolidated Interest Expense; plus

 

  (b)

Consolidated Income Taxes; plus

 

  (c)

consolidated amortization, depletion and depreciation expense; plus

 

  (d)

other non-cash charges reducing Consolidated Net Income, including any write-offs or write-downs (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was capitalized at the time of payment); plus

 

  (e)

any expenses or charges related to any Equity Offering, Permitted Investment, merger, amalgamation, consolidation, arrangement, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) fees, expenses or charges related to the offering of the Notes and the recapitalization transactions in connection therewith and (ii) any amendment or other modification of the Credit Facility in connection therewith; plus

 

  (f)

any restructuring charges, integration costs or costs associated with establishing new facilities (which, for the avoidance of doubt, shall include retention, severance, relocation, workforce reduction, contract termination, systems establishment costs and facilities consolidation costs) certified by the chief financial officer of the Corporation and deducted (and not added back) in computing Consolidated Net Income; provided that

 

H-47


 

the aggregate amount of all charges, expenses and costs added back under this clause (f) shall not exceed $10 million in any consecutive four-quarter period; plus

 

  (g)

accretion of asset retirement obligations, net of cash payments by such Person for such asset retirement obligations; plus

 

  (h)

the greater of (x) the Corporation’s equity in the net income of any Person (other than the Persons comprising the MOA Joint Venture or any other Joint Venture if, on the date of determination, the Corporation or a Wholly-Owned Restricted Subsidiary directly owns neither more nor less than 50% of the outstanding Capital Stock (measured in terms of economic interest rather than number of shares or voting power) of such Person) that is not a Restricted Subsidiary, that is accounted for by the equity method of accounting for such period and (y) the aggregate amount of cash actually distributed by such Person during such period to the Corporation or any of its Restricted Subsidiaries in accordance with clause (1) of the definition of “Consolidated Net Income”; provided that the adjustment pursuant to this clause (h) may be incremental to (but not duplicative of) any amount included in Consolidated Net Income pursuant to one of the exceptions described in subclauses (a) or (b) of clause (1) of the definition of “Consolidated Net Income”;

 

  (2)

decreased (without duplication) by non-cash items increasing Consolidated Net Income of such Person for such period (excluding the accrual of revenue in the ordinary course of business and any items which represent the reversal of any accrual of, or reserve for, anticipated cash charges that reduced Consolidated EBITDA in any prior period), and

 

  (3)

increased or decreased (without duplication) to eliminate to the extent reflected in Consolidated Net Income effects of adjustments (including the effects of such adjustments pushed down to the Corporation and its Restricted Subsidiaries) in any line item in such Person’s consolidated financial statements resulting from the application of purchase accounting in relation to any completed acquisition.

Notwithstanding the foregoing, clauses (1)(b) through (g) above relating to amounts of a Restricted Subsidiary or Joint Venture of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary or Joint Venture was included in calculating the Consolidated Net Income of such Person and, in the case of the Restricted Subsidiary, to the extent the amounts set forth in clauses (1)(b) through (g) above are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to the Corporation by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its shareholders.

Consolidated Income Taxes” means, with respect to any Person for any period, provision of such Person for such period (calculated on a consolidated basis in accordance with IFRS) in respect of taxes for such period imposed upon such Person or for other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits or capital of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), including, without limitation, federal, provincial and territorial, state, franchise and similar taxes and foreign taxes regardless of whether such taxes or payments are required to be remitted to any governmental authority.

 

H-48


Consolidated Interest Expense” means, with respect to any Person, for any period, the total interest expense of such Person and its consolidated Restricted Subsidiaries, net of any interest income received by such Person and its consolidated Restricted Subsidiaries, whether paid or accrued (other than interest income on Joint Venture Loans, excluding the MOA Joint Venture Loan), plus, to the extent not included in such interest expense:

 

  (1)

interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto;

 

  (2)

amortization of debt discount (including the amortization of original issue discount resulting from the issuance of Indebtedness at less than par) and debt issuance cost; provided, however, that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless such amortization of bond premium has otherwise reduced Consolidated Interest Expense;

 

  (3)

non-cash interest expense, but any non-cash interest income or expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments shall be excluded from the calculation of Consolidated Interest Expense;

 

  (4)

commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

 

  (5)

the interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, other than a Lien permitted by clause (25) of the definition of “Permitted Liens”;

 

  (6)

costs associated with entering into Hedging Obligations (including amortization of fees) related to Indebtedness;

 

  (7)

interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;

 

  (8)

the product of (a) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of its Non-Guarantors payable to a party other than the Corporation or a Restricted Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined Canadian federal, provincial, territorial, municipal and local and foreign statutory tax rate of such Person, expressed as a decimal, in each case on a consolidated basis in accordance with IFRS;

 

  (9)

Receivables Fees;

 

  (10)

the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are intended to be used by such plan or trust to pay interest or fees to any Person (other than the Corporation and its Restricted Subsidiaries) in connection with Indebtedness incurred by such plan or trust; and

 

  (11)

the proportionate interest of the Corporation in the Consolidated Interest Expense of the Persons comprising the MOA Joint Venture or any other Joint Venture if, on the date of determination, the Corporation or a Wholly-Owned Restricted Subsidiary directly owns neither more nor less than 50% of the outstanding Capital Stock (measured in terms of economic interest rather than number of shares or voting power) of such Person or Joint Venture, as applicable (with such interest expense calculated in substantially the same manner as Consolidated Interest Expense of the Corporation and its Restricted Subsidiaries);

For the purpose of calculating the Consolidated Coverage Ratio, the calculation of Consolidated Interest Expense shall include all interest expense (including any amounts described in clauses (1) through (11) above) relating to any

 

H-49


Indebtedness of such Person or any of its Restricted Subsidiaries described in the final paragraph of the definition of “Indebtedness.”

For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by such Person and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of such Person. Notwithstanding anything to the contrary contained herein, without duplication of clause (9) above, commissions, discounts, yield and other fees and charges incurred in connection with any transaction pursuant to which such Person or its Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense.

Consolidated Net Income” means, for any period, the net income (loss) of the Corporation and its consolidated Subsidiaries determined on a consolidated basis in accordance with IFRS; provided, however, that there will not be included in such Consolidated Net Income:

 

  (1)

any net income (loss) of any Person if such Person is not a Restricted Subsidiary of the Corporation or that is accounted for by the equity method of accounting (other than the Persons comprising the MOA Joint Venture or any other Joint Venture if, on the date of determination, the Corporation or a Wholly-Owned Restricted Subsidiary directly owns neither more nor less than 50% of the outstanding Capital Stock (measured in terms of economic interest rather than number of shares or voting power) of such Persons) provided that:

 

  (a)

the aggregate amount of cash actually distributed by such Person during such period to the Corporation or any of its Restricted Subsidiaries as a dividend or other distribution, or as a principal payment shall be included in Consolidated Net Income; and

 

  (b)

the Corporation’s equity in a net loss of any such Person for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Corporation or its Restricted Subsidiary;

 

  (2)

solely for the purpose of determining the amount available for Restricted Payments under clause (c)(i) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments,” any net income (but not loss) of any Restricted Subsidiary of the Corporation (other than a Guarantor) if such Restricted Subsidiary is subject to prior government approval or other restrictions due to the operation of its charter or any agreement, instrument, judgment, decree, order, statute, rule or government regulation (which have not been waived), directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Corporation, except that:

 

  (a)

subject to the limitations contained in clauses (3) through (11) below, the Corporation’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Corporation or another Restricted Subsidiary of the Corporation as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary of the Corporation, to the limitation contained in this clause); and

 

  (b)

the Corporation’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

 

  (3)

any gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of any assets of the Corporation or such Restricted Subsidiary, other than in the ordinary course of business, as determined in good faith by Senior Management;

 

  (4)

any income or loss from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments;

 

H-50


  (5)

any extraordinary, unusual or non-recurring gain or loss;

 

  (6)

any unrealized net gain or loss resulting in such period from Hedging Obligations or other derivative instruments;

 

  (7)

any net income or loss included in the consolidated statement of operations with respect to non- controlling interests;

 

  (8)

the cumulative effect of a change in accounting principles;

 

  (9)

consolidated impairment charges;

 

  (10)

any non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity incentive programs;

 

  (11)

any net gain or loss resulting in such period from currency translation gains or losses; and

 

  (12)

interest income, to the extent accrued but not paid in cash, on Joint Venture Loans (other than the MOA Joint Venture Loan, provided that the Corporation or a Wholly-Owned Restricted Subsidiary directly owns neither more nor less than 50% of the outstanding Capital Stock (measured in terms of economic interest rather than number of shares or voting power) of the MOA Joint Venture).

For the avoidance of doubt, an amount equal to the proportionate interest of the Corporation in the net income (loss) for such period of the MOA Joint venture and any other Joint Venture (such net income (loss) to be determined with the same additions and subtractions as are provided for in clause (1) through clause (11) above) will be included in such Consolidated Net Income, provided that on the date of determination the Corporation or a Wholly-Owned Restricted Subsidiary directly owns neither more nor less than 50% of the outstanding Capital Stock (measured in terms of economic interest rather than number of shares or voting power) of such Joint Venture.

Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Corporation: (1) who was a member of such Board of Directors on the Issue Date or (2) whose election or nomination for election to such Board of Directors was not opposed by a majority of the Continuing Directors who were at the time of such nomination or election members of such Board.

Corefco” means The Cobalt Refinery Corporation Inc.

Credit Facility” means the second amended and restated credit agreement dated as of January 31, 2018 among the Corporation, as borrower, ICCI and Corefco, as guarantors, National Bank of Canada, as administrative agent, and the lenders party thereto from time to time, as amended to the date hereof and as the same may be further amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including to change the borrowers or increase the amount loaned thereunder; provided that such additional Indebtedness is incurred in accordance with the covenant described under “—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”).

Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary.

Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Corporation or any of its Restricted Subsidiaries in connection with an Asset Disposition that is designated as “Designated Non-Cash Consideration” pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Non-Cash Consideration.

 

H-51


Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

 

  (1)

matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

 

  (2)

is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Corporation or its Restricted Subsidiaries (it being understood that upon such conversion or exchange it shall be an incurrence of such Indebtedness or Disqualified Stock)); or

 

  (3)

is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Corporation or its Restricted Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition (each defined in a substantially identical manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) provide that the Corporation or its Restricted Subsidiaries, as applicable, are not required to repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by the Corporation with the provisions of the Indenture described under the headings “—Repurchase at the Option of Holders—Change of Control” and “—Repurchase at the Option of Holders—Asset Disposition” and such repurchase or redemption complies with “—Certain Covenants—Limitation on Restricted Payments.”

Energas Joint Venture” means the joint venture in respect of the Energas power plant joint venture in Cuba carried on by Energas S.A. and its successors and assigns from time to time;

Equity Offering” means a public offering or private placement for cash by the Corporation of its Capital Stock, other than (x) any issuances pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees, (y) an issuance to any Restricted Subsidiary, or (z) an offering of Common Stock issued in connection with a transaction that constitutes a Change of Control.

Excess Amount” has the meaning given thereto under “—Security for the Notes— Intercreditor Agreement.”

Excess Cash Flow” means for each period of two consecutive fiscal quarters ending June 30 (from and after June 30, 2021) and for each period of two consecutive fiscal quarters ending December 31 (from and after December 31, 2021), as applicable, an amount equal to (a) the aggregate amount of cash provided by (used in) operating activities as shown on the Corporation’s consolidated cash flow statements (prepared in accordance with IFRS) for such preceding two fiscal quarter period (excluding the amount of cash used or provided from the Energas Joint Venture) less (b) the aggregate amount of consolidated sustaining spending on capital by the Corporation for such preceding two fiscal quarter period (excluding the aggregate amount of sustaining spending on capital in respect of the Energas Joint Venture) plus (c) to the extent not otherwise included in the calculation of Excess Cash Flow pursuant to item (a) above, the aggregate amount of cash distributed by the Energas Joint Venture to the Corporation or any of its Restricted Subsidiaries into bank accounts located in any province or territory of Canada during such preceding two fiscal quarter period.

Event of Default” means each event described under “—Events of Default” and any other event defined as an “Event of Default” in the Indenture.

Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by Senior Management of the Corporation in good faith; provided that if the fair market value exceeds $25 million, such determination shall be made by the Board of Directors of the Corporation in good faith (including as to the value of all non-cash assets and liabilities).

 

H-52


First Lien Cap” has the meaning given thereto under “—Security for the Notes— Intercreditor Agreement.”

First Lien Debt Cap Amount” means an amount equal to the sum of the amounts described in clauses (i) through (iii) of the definition of “First Lien Cap”.

First Ranking Lien” means a first priority Lien, subject to Permitted Liens, granted to the Senior Lenders, upon any Property of the Corporation or any Guarantor, to secure the Indebtedness under the Credit Facility permitted to be incurred pursuant to clause (1) of the second paragraph under “—Certain Covenants— Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Government Securities” means securities that are (a) direct obligations of Canada for the timely payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of Canada the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of Canada which are not callable or redeemable at the option of the issuer thereof.

Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

 

  (1)

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

 

  (2)

entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” will not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) Liens permitted by clause (25) of the definition of “Permitted Liens.”

Guarantor” means each Wholly-Owned Restricted Subsidiary of the Corporation that is not an Immaterial Subsidiary in existence on the Issue Date that provides a Note Guarantee on the Issue Date and any other Restricted Subsidiary of the Corporation that provides a Note Guarantee after the Issue Date in accordance with the Indenture; provided that upon release or discharge of any Restricted Subsidiary of the Corporation from its Note Guarantee in accordance with the Indenture, such Restricted Subsidiary shall cease to be a Guarantor.

Guarantor Subordinated Obligation” of a Guarantor means any Indebtedness of such Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is expressly subordinated in right of payment to the obligations of such Guarantor under its Note Guarantee pursuant to a written agreement.

Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

Holder” means a Person in whose name a Note is registered on the Registrar’s books.

ICCI” means International Cobalt Company Inc.

IFRS” means, at any time, international financial reporting standards as issued by the International Accounting Standards Board as in effect at such time. All ratios and computations based on IFRS contained in the Indenture will be computed in conformity with IFRS.

Immaterial Subsidiary” means, at any date of determination, any Restricted Subsidiary of the Corporation (1) the total assets of which (when combined with the assets of such Restricted Subsidiary’s Restricted Subsidiaries and after intercompany eliminations) at the last day of the most recent fiscal year ending prior to the date of determination for which internal financial statements are available were less than 1.0% of Total Assets at the last day of such fiscal year and (2) the total revenues of which (when combined with the revenues of such Restricted Subsidiary’s Restricted Subsidiaries and after intercompany eliminations) for the most recent fiscal year period

 

H-53


ending prior to the date of determination for which internal financial statements are available were less than 1.0% of the consolidated total revenue of the Corporation and its Restricted Subsidiaries for such period.

incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary of the Corporation (whether by merger, consolidation, amalgamation or arrangement, acquisition or otherwise) will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Corporation; and the terms “incurred” and “incurrence” have meanings correlative to the foregoing.

Indebtedness” means, with respect to any Person on any date of determination (without duplication):

 

  (1)

the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

 

  (2)

the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

 

  (3)

the obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or other similar instrument (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1), (2), (4) or (5) of this definition) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed within 30 days of payment on the letter of credit);

 

  (4)

the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (including earn-out obligations) that are recorded as liabilities under IFRS, and which purchase price is due after the date of placing such property in service or taking delivery and title thereto, except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business;

 

  (5)

Capitalized Lease Obligations and all Attributable Indebtedness of such Person (whether or not such items would appear on the balance sheet of such Person);

 

  (6)

the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, in the case of any Preferred Stock issued by a Non-Guarantor, such Preferred Stock (but excluding, in each case, any accrued dividends);

 

  (7)

all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person (other than as permitted by clause (25) of the definition of “Permitted Liens”); provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the principal component of such Indebtedness of such other Persons;

 

  (8)

the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would appear on the balance sheet of such Person);

 

  (9)

to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligation that would be payable by such Person at such time); and

 

  (10)

to the extent not otherwise included in this definition, the amount of obligations outstanding under the legal documents entered into as part of a securitization transaction or series of securitization transactions that would be characterized as principal if such transaction were structured as a secured lending transaction rather than as a securitization transaction or series of securitization

 

H-54


 

transactions pursuant to which the Corporation or any of its Restricted Subsidiaries sells or grants a security interest in accounts receivable to a Person that is not a Restricted Subsidiary.

Notwithstanding the foregoing: (i) money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to pre-fund the payment of interest on such Indebtedness shall not be deemed to be Indebtedness; provided that such money is held to secure the payment of such interest; (ii) obligations in respect of royalty or precious metals stream or similar transactions shall not be deemed to be “Indebtedness”; (iii) in connection with the purchase by the Corporation or any of its Restricted Subsidiaries of any business, the term “Indebtedness” will exclude indemnification or post-closing payment adjustments or earn-out or similar obligations to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable or not reflected as a liability on the balance sheet of the Corporation (excluding any notes thereto) and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter; and (iv) “Indebtedness” shall be calculated without giving effect to any increase or decrease in Indebtedness for any purpose under the Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. For the avoidance of doubt, Reclamation Obligations are not and will not be deemed to be Indebtedness.

In addition, “Indebtedness” of the Corporation and its Restricted Subsidiaries shall include (without duplication) Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of the Corporation and its Restricted Subsidiaries if:

 

  (1)

such Indebtedness is the obligation of a Joint Venture;

 

  (2)

the Corporation or any of its Restricted Subsidiaries is a general partner of the Joint Venture (a “General Partner”); and

 

  (3)

there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of the Corporation or any of its Restricted Subsidiaries, other than in respect of Liens permitted by clause (25) of the definition of “Permitted Liens”;

and then such Indebtedness shall be included in an amount not to exceed:

 

  (a)

the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of the Corporation or any of its Restricted Subsidiaries; or

 

  (b)

if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to the Corporation or any of its Restricted Subsidiaries, if the Indebtedness is evidenced by a writing and is for a determinable amount.

Indenture Trustee” means AST Trust Company (Canada) or such other trust company or other Person appointed by the Corporation that is authorized under the laws of Canada or any Province thereof and each other relevant jurisdiction to act as trustee under the Indenture, and any successor thereto appointed by the Corporation from time to time in accordance with the Indenture.

Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in advising Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Corporation, qualified to perform the task for which it has been engaged.

Initial Notes” means the 8.50% senior second lien secured notes due 2027 initially issued pursuant to the Plan (as defined in this Circular) in an aggregate principal amount equal to (i) approximately $294 million plus (ii) the amount of all accrued and unpaid interest on the Existing Notes (as defined in the Circular) up to but not including the Issue Date.

 

H-55


Intercreditor Agreement” means the Intercreditor Agreement to be entered into among the Indenture Trustee, on behalf of the Holders of the Notes, the Senior Lenders, the Corporation and the Guarantors, as the same may be amended, supplemented, or otherwise modified from time to time.

Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers, suppliers or vendors in the ordinary course of business) or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit (other than a time deposit)) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person; provided that none of the following will be deemed to be an Investment:

 

  (1)

Hedging Obligations entered into in the ordinary course of business and in compliance with the Indenture;

 

  (2)

endorsements of negotiable instruments and documents in the ordinary course of business; and

 

  (3)

an acquisition of assets, Capital Stock or other securities by the Corporation or a Subsidiary for consideration to the extent such consideration consists of Capital Stock (other than Disqualified Stock) of the Corporation.

For purposes of “—Certain Covenants—Limitation on Restricted Payments,”

 

  (1)

“Investment” will include the portion (proportionate to the Corporation’s equity interest in a Restricted Subsidiary of the Corporation that is to be designated an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary of the Corporation, the Corporation will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Corporation’s aggregate “Investment” in such Subsidiary as of the time of such redesignation less (b) the portion (proportionate to the Corporation’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary of the Corporation;

 

  (2)

any property transferred to or from an Unrestricted Subsidiary other than cash will be valued at its Fair Market Value at the time of such transfer; and

 

  (3)

if the Corporation or any of its Restricted Subsidiaries sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary of the Corporation such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the Corporation, the Corporation shall be

deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Capital Stock of such Subsidiary not sold or disposed of.

Investment Grade Securities” means (1) securities issued or directly and fully Guaranteed or insured by governments and supranational institutions having a “AAA” or higher rating by Standard & Poors Ratings Group, Inc. or the equivalent from another Rating Agency, or any agency or instrumentality thereof (other than Cash Equivalents); (2) debt securities or debt instruments with a rating of “A” or higher from Standard & Poor’s Ratings Group, Inc., or “A3” or higher by Moody’s Investors Service, Inc. or the equivalent of such rating by such rating organization or, if no rating of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Group, Inc., then

 

H-56


exists, the equivalent of such rating by any other Ratings Agency, but excluding any debt securities or instruments constituting loans or advances among the Corporation and its Subsidiaries; and (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above which fund may also hold cash and Cash Equivalents pending investment or distribution.

Issue Date” means •, 2020.

Joint Venture” means each of the MOA Joint Venture, the Ambatovy Joint Venture, the Energas Joint Venture, and any other joint venture or partnership in which the Corporation or a Restricted Subsidiary has an equity interest from time to time, which is not a Subsidiary of the Corporation and which constitutes a “joint arrangement” for purposes of IFRS.

Joint Venture Loans” means loans by the Corporation or a Restricted Subsidiary to a Joint Venture or to an Unrestricted Subsidiary which directly or indirectly has an equity interest in a Joint Venture.

Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, deed of trust, deemed trust, charge, security interest, preference or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any option or other agreement to sell or give a security interest; provided that in no event shall a lease that would have been classified as an operating lease in accordance with IFRS as in effect on the Issue Date be deemed to constitute a Lien.

Limited Guarantee” means a Guarantee by a Person organized other than in Canada or the United States, the amount of which is limited pursuant to, or in order to comply with, applicable requirements of law in the jurisdiction of organization of the applicable Person.

Liquidity Amount” means, at any time, the amount of all unrestricted cash, cash equivalents and short-term investments, all determined in accordance with IFRS, and held by the Corporation and the Restricted Subsidiaries in bank accounts (including securities accounts) located in any province or territory of Canada less the principal amount drawn under the Credit Facility at such time (excluding, for greater certainty, the amount of any letters of credit issued thereunder).

Minimum Liquidity Amount” means a Liquidity Amount of not less than $75 million.

MMI” means Madagascar Minerals Investments Ltd., a British Virgin Islands company, and it successors.

MOA” means Moa Nickel S.A.

MOA Joint Venture” means MOA Nickel joint venture carried on by MOA, ICCI and COREFCO, and their successors and assigns from time to time.

MOA Joint Venture Loan” means the Joint Venture Loan by the Corporation to the MOA Joint Venture.

Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a Note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities or other assets received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or such other disposition or issuance, or received in any other non-cash form) therefrom, in each case net of:

 

  (1)

all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Canadian federal, provincial, territorial, municipal and local taxes, and all foreign taxes, required to be paid or accrued as a liability under IFRS (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

 

H-57


  (2)

all payments made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

 

  (3)

all distributions and other payments required to be made to unaffiliated interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

 

  (4)

the deduction of appropriate amounts to be provided by the seller as a provision, in accordance with IFRS, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Corporation or any of its Restricted Subsidiaries after such Asset Disposition.

Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

Non-Guarantor” means any Restricted Subsidiary of the Corporation that is not a Guarantor.

Non-Recourse Debt” means any Indebtedness:

 

  (1)

as to which neither the Corporation nor any of its Restricted Subsidiaries (a) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness, but excluding any off-take agreement), other than Indebtedness secured by Liens permitted by clause (25) of the definition of “Permitted Liens” or (b) is directly or indirectly liable (as a guarantor or otherwise), other than as a result of Indebtedness secured by Liens permitted by clause (25) of the definition of “Permitted Liens”;

 

  (2)

no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Corporation or any of its Restricted Subsidiaries, other than Indebtedness secured by Liens permitted by clause (25) of the definition of “Permitted Liens,” to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

 

  (3)

the explicit terms of which provide, or as to which the lenders have agreed in writing, that there is no recourse against any of the assets of the Corporation or its Restricted Subsidiaries, other than in respect of Liens permitted by clause (25) of the definition of “Permitted Liens.”

Note Guarantee” means, individually, any Guarantee of payment of the Notes and the Corporation’s other Obligations under the Indenture by a Guarantor pursuant to the terms of the Indenture or any supplemental indenture thereto, and, collectively, all such Guarantees.

Notes” means the Initial Notes and the Additional Notes and any other note authenticated and delivered under the Indenture.

NPMMI” means New Providence Metals Marketing Inc., a Bahamas company and its successors.

Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable Canadian federal or provincial law or under any foreign law), other monetary obligations, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and Guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

 

H-58


Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Senior Vice President, the Treasurer, the Corporate Secretary or the Assistant Corporate Secretary of the Corporation or, in the event that the Corporation is a partnership or a limited liability company that has no such officers, a person duly authorized under applicable law by the general partner, managers, members or a similar body to act on behalf of the Corporation. Officer of any Guarantor has a correlative meaning.

Officer’s Certificate” means a certificate signed by an Officer of the Corporation.

Opinion of Counsel” means a written opinion from legal counsel who is licensed to practice in the applicable jurisdiction. The counsel may be an employee of, or counsel to, the Corporation or the Indenture Trustee.

Permitted Investment” means any of the following Investments:

 

  (1)

an Investment in the Corporation or a Restricted Subsidiary of the Corporation;

 

  (2)

an Investment in a Person if as a result of such Investment:

 

  (a)

such Person becomes a Restricted Subsidiary of the Corporation; or

 

  (b)

such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Corporation or any of its Restricted Subsidiaries,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation, amalgamation, arrangement or transfer;

 

  (3)

an Investment in Cash Equivalents or Investment Grade Securities;

 

  (4)

 

  (a)

endorsements for collection or deposit in the ordinary course of business, and

 

  (b)

receivables owing to the Corporation or any of its Restricted Subsidiaries created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Corporation or any such Restricted Subsidiary deems reasonable under the circumstances;

 

  (5)

payroll, travel, commission, entertainment, relocation and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

 

  (6)

loans or advances to employees, officers or directors of the Corporation or any of its Restricted Subsidiaries in the ordinary course of business in an aggregate amount not in excess of $500,000 with respect to all loans or advances made since the Issue Date (giving effect to the repayment of any such loan, but without giving effect to the forgiveness of any such loan);

 

  (7)

any Investment acquired by the Corporation or any of its Restricted Subsidiaries:

 

  (a)

in exchange for any other Investment or accounts receivable held by the Corporation or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or in satisfaction of judgments or otherwise in resolution or compromise of litigation, arbitration or disputes; or

 

H-59


  (b)

as a result of a foreclosure by the Corporation or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

 

  (8)

Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with “—Repurchase at the Option of Holders— Asset Disposition” or any other disposition of assets not constituting an Asset Disposition;

 

  (9)

Investments in existence on the Issue Date, or made pursuant to contractual obligations in existence on the Issue Date, or an Investment consisting of any extension, modification or renewal of any such Investment existing on, or made pursuant to a contractual obligation existing on, the Issue Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (a) as required by the terms of such Investment, or (b) as otherwise permitted under the Indenture;

 

  (10)

Currency Agreements, Interest Rate Agreements, Commodity Agreements and related Hedging Obligations, which transactions or obligations are incurred in compliance with “—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

 

  (11)

Guarantees issued in accordance with “—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

 

  (12)

Investments made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Corporation and its Restricted Subsidiaries in connection with such plans;

 

  (13)

Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

 

  (14)

any Similar Business Investment if the amount of such Similar Business Investment, when taken together with all other Investments made pursuant to this clause (14) that are outstanding at such time, would not exceed $50 million; and

 

  (15)

Joint Venture Loans in an amount not to exceed at any one time outstanding, an amount equal to (a) the lesser of (i) the maximum committed amount under the applicable Credit Facility as in effect at such time and (ii) the “borrowing base” under the applicable Credit Facility as in effect at such time minus (b) $25 million.

Permitted Liens” means, with respect to any Person:

 

  (1)

Liens securing (i) Indebtedness and other obligations permitted to be incurred under the provisions described in clause (1) of the second paragraph under “—Certain Covenants— Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” including interest, fees and other obligations relating thereto or for related banking services and Liens on assets of Restricted Subsidiaries of the Corporation securing Guarantees of such Indebtedness and such other obligations of the Corporation and (ii) the Excess Amount;

 

  (2)

pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws, pension laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or Government Securities to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

 

H-60


  (3)

Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s Liens, incurred in the ordinary course of business;

 

  (4)

Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings provided appropriate provisions required pursuant to IFRS have been made in respect thereof;

 

  (5)

Liens in favour of issuers of surety or performance bonds or letters of credit or bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

 

  (6)

minor survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

 

  (7)

Liens securing Hedging Obligations that are not incurred for speculative purposes;

 

  (8)

leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) that do not materially interfere with the ordinary conduct of the business of the Corporation or any of its Restricted Subsidiaries;

 

  (9)

judgment Liens not giving rise to an Event of Default;

 

  (10)

Liens securing Indebtedness permitted to be incurred pursuant to clause (8) of the second paragraph under “—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens are created within 365 days of construction, acquisition or improvement of such assets or property and do not encumber any other assets or property of the Corporation or any of its Restricted Subsidiaries other than such assets or property and assets affixed or appurtenant thereto and the proceeds thereof;

 

  (11)

Liens arising solely by virtue of any statutory or common law provisions relating to Liens in favour of trustees and escrow agents, banker’s Liens, margin Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution; provided that:

 

  (a)

such deposit account is not a dedicated cash collateral account ; and

 

  (b)

such deposit account is not intended by the Corporation or any of its Restricted Subsidiaries to provide collateral to the depository institution;

 

  (12)

Liens arising from Personal Property Security Act (Ontario) (or similar statutes in other jurisdictions) financing statement filings regarding operating leases entered into by the Corporation and any of its Restricted Subsidiaries in the ordinary course of business;

 

  (13)

Liens existing on the Issue Date (other than Liens permitted under clause (1) of this definition);

 

  (14)

Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary of the Corporation; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary of the Corporation; provided, further, however, that any such Lien may not extend to any other property owned by the Corporation or any of its Restricted Subsidiaries (other than the proceeds thereof);

 

H-61


  (15)

Liens on property at the time the Corporation or a Restricted Subsidiary of the Corporation acquired the property, including any acquisition by means of a merger, amalgamation, arrangement or consolidation with or into the Corporation or any of its Restricted Subsidiaries; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Corporation or any of its Restricted Subsidiaries (other than the proceeds thereof);

 

  (16)

Liens securing Indebtedness or other obligations of a Restricted Subsidiary of the Corporation owing to the Corporation or another Restricted Subsidiary of the Corporation;

 

  (17)

Liens securing Indebtedness under the Notes and the Note Guarantees to the extent that such Indebtedness is permitted under clause (2) of the second paragraph under “—Certain Covenants— Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock;

 

  (18)

Liens securing Refinancing Indebtedness incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness that was previously so secured pursuant to clauses (10), (13), (14), (15), (17) and this clause (18) of this definition; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

 

  (19)

any interest or title of a lessor under any Capitalized Lease Obligation, Sale/Leaseback Transaction or operating lease;

 

  (20)

Liens in favour of the Corporation or any of its Restricted Subsidiaries;

 

  (21)

Liens under industrial revenue, municipal or similar bonds;

 

  (22)

(a) Liens incurred in the ordinary course of business not securing Indebtedness and not in the aggregate materially detracting from the value of the properties of the Corporation and its Restricted Subsidiaries or the use of such properties in the operation of their business and (b) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

 

  (23)

Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or other instruments issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

 

  (24)

deposits made in the ordinary course of business to secure liability to insurance carriers;

 

  (25)

Liens on the Capital Stock or Indebtedness of an Unrestricted Subsidiary or Joint Venture (or any other right, title or interest relating thereto, including any right to receive interest on such Indebtedness or dividends or other distributions on Capital Stock, or any right, title or interest in or to any agreements or instruments relating thereto, including under any related shareholder, limited partnership, joint venture, loan or security agreements), in each case securing Non-Recourse Debt;

 

  (26)

Liens on assets pursuant to merger, amalgamation or arrangement agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

 

  (27)

Liens granted in connection with royalty or precious metals stream or similar transactions that are customary in the mining business (as determined in the good faith by Senior Management);

 

H-62


  (29)

Liens securing Obligations in respect of Cash Management Agreements in the ordinary course of business; and

 

  (30)

options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like permitted to be made under the Indenture.

Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock Corporation, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.

Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up.

Rating Agency” means each of Standard & Poor’s Ratings Group, Inc., Moody’s Investors Service, Inc., DBRS Ltd. and Fitch Ratings, Ltd. or, if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or DBRS Ltd. or Fitch Ratings, Ltd., or all four of them shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Corporation (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or DBRS Ltd. or Fitch Ratings, Ltd. or all four of them, as the case may be.

Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” or “instrument” under the Personal Property Security Act (Ontario) as so defined.

Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a securitization transaction, factoring agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a securitization transaction, factoring agreement or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary of the Corporation or an Unrestricted Subsidiary.

Reclamation Obligations” means statutory, contractual, constructive or legal obligations, including the principal component of any obligations in respect of letters of credit, bank guarantees, performance or surety bonds or other similar instruments, associated with decommissioning of mining operations, oil and gas operations and power operations and reclamation and rehabilitation costs, including the cost of complying with applicable environmental regulation.

Refinancing Indebtedness” means Indebtedness that is incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances” and “refinanced” shall each have a correlative meaning) any Indebtedness existing on the Issue Date or incurred in compliance with the Indenture (including Indebtedness of the Corporation that refinances Indebtedness of any of its Restricted Subsidiaries and Indebtedness of any of its Restricted Subsidiaries that refinances Indebtedness of another Restricted Subsidiary of the Corporation) including Indebtedness that refinances Refinancing Indebtedness; provided, however, that:

 

  (1)

(a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;

 

H-63


  (2)

the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

 

  (3)

such Refinancing Indebtedness is incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees and expenses (including any costs of defeasance) incurred in connection therewith);

 

  (4)

if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Note Guarantees, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees on terms at least as favourable to the Holders as those contained in the documentation governing the Indebtedness being refinanced; and

 

  (5)

Refinancing Indebtedness shall not include Indebtedness of a Non-Guarantor that refinances Indebtedness of the Corporation or a Guarantor.

Restricted Investment” means any Investment other than a Permitted Investment.

Restricted Subsidiary” of a Person means any Subsidiary of the referent Person (or if no such Person is specified, the Corporation) that is not an Unrestricted Subsidiary.

Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Corporation or its Restricted Subsidiary transfers such property to a Person (other than the Corporation or any of its Subsidiaries) and the Corporation or its Restricted Subsidiary leases it from such Person.

Second Ranking Lien” means a Lien upon any Property of the Corporation or any Restricted Subsidiary granted to secure the Notes and the Note Guarantees and any other obligations permitted to be incurred pursuant to clause (2) of the second paragraph under “—Certain Covenants— Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”, which Lien ranks second in priority to any First Ranking Lien on such Property, subject to Permitted Liens.

Secured Indebtedness” means any Indebtedness (other than Non-Recourse Debt) of the Corporation or any of its Restricted Subsidiaries secured by a Lien on assets of the Corporation or such Restricted Subsidiary.

Senior Agent” means the Person acting as agent from time to time for and on behalf of the Senior Lenders under the Credit Facility, together with its successors and assigns in such capacity;

Senior Lenders” means the lenders under the Credit Facility, together with their successors and assigns in such capacity.

Senior Management” means any one of the chief executive officer, chief operating officer, chief financial officer and general counsel (or, in each case, any equivalent position) of the Corporation.

Significant Subsidiary” means any Restricted Subsidiary of the Corporation: (a) whose proportionate share of the consolidated total assets of the Corporation and all of its Subsidiaries (after intercompany eliminations) exceeds 10.0% as of the end of the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available; or (b) that contributed in excess of 10.0% of the consolidated net income of the Corporation and its Subsidiaries for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available.

Similar Business” means any business conducted or proposed to be conducted by the Corporation, its Subsidiaries and the Joint Ventures on the Issue Date (including, without limitation, the exploiting, exploring for, acquiring, developing, processing, gathering, producing, transporting, trading and marketing of commodities) or any other business that is similar, reasonably related, incidental, ancillary or complementary thereto.

 

H-64


Similar Business Investments” means Investments made in (A) the ordinary course of, or of a nature that are customary in, the mining, oil and gas or power generation businesses as a means of exploiting, exploring for, acquiring, developing, processing, gathering, producing, transporting, trading or marketing precious or base metals, oil and gas or power, including through agreements, acquisitions, transactions, interests or arrangements which permit one to share (or have the effect of sharing) risks or costs, comply with regulatory requirements regarding ownership or satisfy other customary objectives in the mining, oil and gas or power generation business, and in any event including, without limitation, Investments made in connection with or in the form of (i) direct or indirect ownership interests in properties or facilities and (ii) operating agreements, development agreements, area of mutual interest agreements, pooling agreements, service contracts, joint venture agreements, partnership or limited liability company agreements (whether general or limited), or other similar or customary agreements, transactions, properties, interests or arrangements, and Investments and expenditures in connection therewith or pursuant thereto; and (B) Persons engaged in a Similar Business.

Spanish Guarantor” means CNWL Oil (Espana) S.A., a company formed under the laws of Spain.

Stated Maturity” means, with respect to any security or Indebtedness, the date specified in the agreement governing or certificate relating to such security or Indebtedness as the fixed date on which the final payment of principal of such security or Indebtedness is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

Subordinated Obligation” means any Indebtedness of the Corporation (whether outstanding on the Issue Date or thereafter incurred) that is subordinated or junior in right of payment to the Notes pursuant to a written agreement.

Subsidiary” of any Person means (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or Persons performing similar functions) or (b) any partnership, joint venture, limited liability company or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Corporation.

Tax Act” means the Income Tax Act (Canada).

Taxes” means any present or future tax, duty, levy, impost, assessment or other government charge (including penalties, interest and any other liabilities related thereto) imposed or levied by or on behalf of a Taxing Authority.

Taxing Authority” means any government or any political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

Total Assets” means the total consolidated assets of the Corporation and its Restricted Subsidiaries on a consolidated basis determined in accordance with IFRS, as shown on the most recent consolidated balance sheet of the Corporation (for greater certainty, excluding any assets held by an Unrestricted Subsidiary or Joint Venture other than the equity interests of an Unrestricted Subsidiary or Joint Venture held directly by the Corporation or a Restricted Subsidiary); provided that, for purposes of calculating “Total Assets” for purposes of testing the covenants under the Indenture in connection with any transaction, such total consolidated assets of the Corporation and its Restricted Subsidiaries shall be adjusted to reflect any acquisitions and dispositions of assets out of the ordinary course that have occurred during the period from the date of the applicable balance sheet through the applicable date of determination.

Unrestricted Subsidiary” means:

 

  (1)

NPMMI;

 

  (2)

MMI;

 

H-65


  (2)

any other Subsidiary of the Corporation which at the time of determination shall have been designated an Unrestricted Subsidiary by the Board of Directors of the Corporation in the manner provided below; and

 

  (2)

any Subsidiary of an Unrestricted Subsidiary.

Following the Issue Date, the Board of Directors of the Corporation may designate any Subsidiary of the Corporation (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation, amalgamation, arrangement or Investment therein) to be an Unrestricted Subsidiary only if:

 

  (1)

such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Corporation that is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;

 

  (2)

to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Corporation or its Restricted Subsidiaries is permitted under “Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

 

  (3)

such designation and the Investment of the Corporation in such Subsidiary complies with “—Certain Covenants—Limitation on Restricted Payments”;

 

  (4)

such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Corporation and its Subsidiaries;

 

  (5)

such Subsidiary is a Person with respect to which neither the Corporation nor any of its Restricted Subsidiaries has any direct or indirect obligation (excluding, for the avoidance of doubt, any Guarantee or other credit support not otherwise prohibited under the Indenture):

 

  (a)

to subscribe for additional Capital Stock of such Person; or

 

  (b)

to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

 

  (6)

on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Corporation or any of its Restricted Subsidiaries that would not be permitted under the covenant described under “—Certain Covenants—Limitation on Affiliate Transactions”.

Any such designation by the Board of Directors of the Corporation shall be evidenced to the Indenture Trustee by filing with the Indenture Trustee a resolution of the Board of Directors of the Corporation giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture, and any Indebtedness of such Subsidiary shall be deemed to be incurred as of such date.

The Board of Directors of the Corporation may designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Corporation; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Corporation could incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of “—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock” on a pro forma basis taking into account such designation.

Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors, managers or trustees, as applicable, of such Person.

 

H-66


Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of the Corporation, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Corporation or another Wholly-Owned Restricted Subsidiary.

 

H-67


LOGO

EX-99.T3G 48 d856091dex99t3g.htm EX-99.T3G EX-99.T3G

Exhibit T3G

 

LOGO

Sherritt International Corporation (SIC) (Canada) Parent Company Metals Marketing and Fertilizer Division Active – Principal and Head Office (Continued into CBCA on June 3/16) FOR INTERNAL USE ONLY 100% Sherritt International Investments Limited (Barbados) Active Investments in Cuba 100% SM Marketing Inc. (formerly 1341774 Ontario Limited.) (Ontario) Active Finance Services 100% Sherritt International Oil and Gas Limited (Alberta) Pakistan permits Active Oil & Gas Operations Office 100% SICOG Oil and Gas Limited (Barbados) Active Oil & Gas Investments in Cuba 100% 760434 Alberta Limited (Alberta) Inactive Holds installment receipts 100% 672538 Alberta Ltd. o/a SI Supply & Services Holding Company (Alberta) Active 100% 1836774 Ontario Limited (Ontario) (Nov-12-2010) Active 100% common shares 785,315,215 preferred shares 1683740 Alberta Ltd. (Alberta) (June-13-2012) Active Sherritt Gordon International Ltd. (Barbados) Inactive Holding Company Being liquidated SBCT Logistics Ltd. (continued into CBCA on Aug-23-2019) Active 11722573 Canada Ltd. (CBCA) Active Dynatec Technologies Ltd. (On tario 2007 09 14) Active for use for U.S. transactions 100% 100% 100% 100% Sherritt International Loan Holdings (Bahamas) Inc. (Bahamas) Inactive Manage certain financial arrangements New Providence Metals Marketing Inc. (Bahamas) (Jan-13-2012) Active SCON Limited (Ontario) (May-16-2008) Active Construction Company for use by Capital Projects Sherritt Madagascar S.A. (Madagascar) Active 100% 100% 100% 99.9%(3)    100% 100% 100% 100% Canada Northwest Resources Limited (Canada) Inactive Holding Company OG Finance Inc. (Alberta) (Oct-18-2012) Active Paying and Receiving Services SIC Marketing Services (UK) Limited (United Kingdom) (June-25-2013) Active Marketing Services Company Les Entreprises Dynatec Qumin Inc. (Quebec) 100% Canada Northwest Oils (Europe) B.V. (Netherlands) Active Management of Europe based oil & gas operations 100% CNWL Oil (Espana) S.A. (Spain) Act ive Holds all Spanish Oil & Gas interests Sherritt Power (Bahamas) Inc. (Bahamas) Act ive 100% Sherritt Utilities Inc. (Barbados) Active Owner of Sherritt Power share of Energas 33.3% Energas S.A. (Cuba) Active Construction and Operation of Gas Plants and Power Generation facilities 99.4%(2 Sherritt Energie S.A. (Madagascar) Inactive Power Finance Inc. (Alberta) (Oct-18-2012) 100%    100% 100% 100% Services Company for JV 672539 Alberta Ltd. o/a SI Utilities Company (Alberta) Active Services Company f or JV 672540 Alberta Ltd. o/a SI Services Company (Alberta) Active Services Company f or JV SI Finance Ltd. (Ontario) (May-29-2007) Active Finance Services re: Ambatovy US$ transactions Dynatec Engineering Limited (Ontario) Inactive    100% 100% 21,000,000 preferred shares Ambatovy Minerals S.A. (Madagascar) Act ive Mine (1) Dynatec Madagascar S.A. (Madagascar) Active Processing Plant (1) 12% 12% Madagascar Mineral Investments Ltd. (British Virgin Islands ) Active 100% 100% 95% 95% Inactive Dynatec Perforaciones de Mexico, S.A. de C.V. (Mexico) Inactive P.T. Dynatec Drilling Indonesia (Indonesia) Inactive Dynatec Perforaciones International Cobalt Company Inc. ( ICCI ) (Bahamas) Active Acquisition and sale of nickel/ cobalt Moa Nickel S.A. (Cuba) Active Mining and processing of nickel/ cobalt sulphides for sale to ICCI/ COREFCO 50% 50% Act ive Paying and Receiving Services Sherritt International (Bahamas) Inc. (Bahamas) Active Owns 50% of ICCI and Moa The Cobalt Refinery Holding Company Ltd. (New B runswick) Holdin g Company Active Owns 50% interest in COREFCO 50% 100% 100% Highwood Resources Ltd. (Ontario) Active 100% 100% 0.1% Argentina S.A (Argent ina) Inactive 5% Dynatec Inversiones Ltda. (Chile) Inactive 99.9% Dynatec Perforaciones Limitada (Chile) Inactive The Cobalt Refinery Company Inc. ( COREFCO ) (Alber ta) Active – Toll refines nickel/cobalt sulphides 50% owned by G eneral Nic kel Restricted S ubs/Gu aran tee Providers under Indenture Audited Financial Statements are prepared/required Corporate Oil Metals Power Coal Technologies Capit al Projects (1) AMSA & DMSA SHAREHOLDERS: MMI: 12%; SAMRI: 47.67%; KO RES: 27.50%; Ambatovy Holdings Limited: 12.83% (as of Dec-12-2017). (2) Stuart Macnaughton, Philippe Beaulne and Hansina Valaydon eac h hold 1 share of Sherritt Energie S.A. (3) Stuart Macnaughton, Philippe Beaulne and Hansina Valaydon each hold 1 share of Sherritt Madagas car S.A. as at December 31, 2019 subject to change: reviewed quarterly)

EX-25.1 49 d856091dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

OMB APPROVAL

OMB Number:

  3235-0391

Expires:

  May 31, 2022

Estimated average burden

hours per response

  17

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-6

 

 

APPLICATION UNDER SECTION 310(a)(1)

OF THE TRUST INDENTURE ACT OF 1939

FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON

TO ACT AS INSTITUTIONAL TRUSTEE

 

 

AST TRUST COMPANY (CANADA)

(Exact name of trustee as specified in its charter)

 

 

CANADA

(Jurisdiction of incorporation or organization)

1 TORONTO STREET, SUITE 1200, TORONTO, ONTARIO, CANADA M5C 2V6

(Address and telephone number of principal executive offices)

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

6201 15TH AVENUE, BROOKLYN, NY 11219 Tel: (718) 921- 8200

(Name, address and telephone number of agent for service)

 

 

SHERRITT INTERNATIONAL CORPORATION

(Exact name of obligor as specified in its charter)

 

 

 

CANADA    N/A

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification No.)

22 ADELAIDE STREET WEST, SUITE 4220

TORONTO, ONTARIO, CANADA M5H 4E3

   N/A
(Address of principal executive offices)    (Zip code)

 

 

SENIOR SECOND LIEN SECURED NOTES DUE APRIL 30, 2027

(Title of the indenture securities)

 

 

 


Item 1.

General information.

Furnish the following information as to the trustee —

 

  (a)

Name and address of each examining or supervising authority to which it is subject.

AST TRUST COMPANY CANADA, 1 TORONTO STREET, SUITE 1200, TORONTO, ONTARIO, CANADA M5C 2V6

 

  (b)

Whether it is authorized to exercise corporate trust powers.

YES

 

Item 2.

Affiliations with obligor.

NOT APPLICABLE

 

Item 3.

Voting securities of the trustee.

NOT APPLICABLE

 

Item 4.

Trusteeships under other indentures.

NOT APPLICABLE

 

Item 5.

Interlocking directorates and similar relationships with the obligor or underwriters.

NOT APPLICABLE

 

Item 6.

Voting securities of the trustee owned by the obligor or its officials.

NOT APPLICABLE

 

Item 7.

Voting securities of the trustee owned by underwriters or their officials.

NOT APPLICABLE

 

Item 8.

Securities of the obligor owned or held by the trustee.

NOT APPLICABLE

 

Item 9.

Securities of underwriters owned or held by the trustee.

NOT APPLICABLE

 

Item 10.

Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor.

NOT APPLICABLE

 

Item 11.

Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor.

NOT APPLICABLE

 

Item 12.

Indebtedness of the Obligor to the Trustee.

NOT APPLICABLE

 

Item 13.

Defaults by the Obligor.

NOT APPLICABLE

 

Item 14.

Affiliations with the Underwriters.

NOT APPLICABLE

 

2


Item 15.

Substantial Equivalency of Trust Regulation in the Foreign Jurisdiction and Eligibility of United States Trustees to Act as Sole Trustees in the Foreign Jurisdiction.

 

(a)

In SEC Release Nos. 33-6889, 39-2661 (Mar. 22, 1991) (the “Release”), the Commission proposed permitting certain Canadian indenture trustees to act as sole trustees under indentures qualified or to be qualified under the Trust Indenture Act of 1939 (the “Act”) in connection with offerings under the multijurisdictional disclosure system with Canada. That proposal was adopted with the issuance of Rule 10a-5 pursuant to SEC Release Nos. 33-6902, 34-29354, 29-2267 (June 21, 1991). In the Release, the Commission described the regulation in Canada relating to the supervision and examination of indenture trustees under the Trust Companies Act (Canada) (“CTCA”), the Loan and Trust Corporations Act (Ontario) (“OTCA”) and the Deposit Insurance Corporation Act (“CDICA”). The Release states (footnotes and citations omitted):

The first prerequisite under Section 310(a) for the Commission to be able to exercise its authority to permit a foreign entity to act as a sole trustee is that such entity be authorized to exercise trust powers in its home country. In both the United States and Canada, corporations authorized to exercise trust powers are predominantly depositary institutions. Trust companies are organized under federal law in both countries, under state law in the United States, and under provincial law in Canada...

Trust companies eligible to act as indenture trustees under the CTCA and Canadian provincial law are authorized under such laws to exercise corporate trust powers. Under the CTCA, no company may commence the business of exercising trust powers unless it obtains a certificate from the Office of the Superintendent of Financial Institutions (“OSFI”). Powers specified in the CTCA include the power to “accept and execute all such trusts of every description and nature as are entrusted to it by any government or person, or committed or transferred to it by the order of a judge or by the order, judgment or decree of any court in Canada or elsewhere.”

The second prerequisite under Section 310(a) for the Commission to exercise its authority to permit trusteeship by a foreign entity is that the foreign trustee be subject to supervision or examination substantially equivalent to that applicable to U.S. trustees. In the United States and Canada, regulation of trust companies that are also depositary institutions may be effected through federal agencies, through state or provincial agencies, or concurrently by federal and state or provincial agencies. In all cases, the depositary institutions are subject to substantive regulation of business under the supervision and examination of the responsible agencies. The common objective of these regulatory systems is the safety and soundness of the depositary institution. To this end, U.S. and Canadian examination procedures and the licensing and chartering procedures referred to earlier are designed to assess the financial condition, management and systems of internal control of the supervised institution. ...

Depending on where the trustee is incorporated, a Canadian trust company is subject to supervision and examination by a responsible authority under either the CTCA or parallel provincial law. The conduct of corporate trusteeships under indentures is within the regulatory and supervisory power of the federal and provincial authorities. Canadian trust companies formed under provincial laws that participate in the Canadian deposit insurance system are subject to supervision and examination under the CDICA in addition to concurrent provincial regulation.

 

3


The CTCA provides an extensive regulatory scheme for corporate trustees subject to federal law. At least annually, such trustees are examined by OSFI. The OSFI describes its fundamental objectives in the examination process to include assessing of financial solvency and ensuring compliance with legislative obligations. The examination of the trust company’s condition is required to include inspection of the books of such trustee’s officers, agents, and employees. The enforcement powers of OSFI include “cease and refrain” power to correct unsafe or unsound practices and the power to order remedial action as deemed necessary.1

Provincially incorporated trust companies that are members of the Canadian deposit insurance system must be examined annually by a representative of the Canada Deposit Insurance Corporation (“CDIC”). The examination report for a CDIC member is required to include the examiner’s opinion whether the operations of the member institution are conducted according to standards of sound business and financial practice, and whether the institution is in satisfactory financial condition. If the CDIC finds any deficiency in these matters, the CDIC will notify the member of the matter requiring remedial action. If corrective measures are not satisfactory, the institution’s membership may be revoked and its deposit insurance terminated.

In June 1992, the Trust and Loan Companies Act (Canada) (the “TLCA”) replaced the CTCA and the Loan Companies Act

(Canada). The TLCA expands the powers of Canadian trust companies, as limited by the business and powers section of the TLCA, to include the capacity of a natural person. In the TLCA, legislators have attempted to provide further requirements with respect to self-dealing transactions involving Canadian trust companies and with respect to the supervision and examination of Canadian indenture trustees.

 

(b)

In the Release, the Commission determined that the supervision and examination of indenture trustees in Canada and the United States is substantially equivalent. The Release states:

As early as 1946, the Commission noted the substantial comparability in the treatment of indenture trusteeships by the United States and Canada, including the authorization to exercise trust powers and the system of supervision or examination. In Gatineau Power Company, the Commission, acting pursuant to its exemptive authority under Section 304(d) of the Trust Indenture Act (then limited to the indentures of foreign obligors), permitted the Royal Trust Company of Montreal to act as sole indenture trustee under the qualified indenture of a Canadian obligor. In granting its order, the Commission stated that, except for the requirement of domestic organization, the Canadian institutional trustee “otherwise met the requirements of eligibility and qualification under Section 310 of the Act.”....

Based on a review of Canadian law, it appears that the supervision or examination under the CTCA or the CDICA applicable to institutional trustees in Canada is substantially equivalent to supervision or examination applicable to institutional trustees in the United States.

 

(c)

The Canadian system of multijurisdictional disclosure permits United States institutional trustees to be appointed as a trustee under a trust indenture if:

 

  (i)

the trust indenture under which the obligations are issued or guaranteed is subject to and complies with the Act; and

 

  (ii)

at least one person or company appointed as trustee under the trust indenture

 

  (A)

is resident in the local jurisdiction,

 

  (B)

is authorized to do business in the local jurisdiction, or

 

  (C)

has filed a duly executed submission to jurisdiction and appointment of agent for service of process in section 3 of the required form.

 

1 

A similar regulatory structure is applicable to Ontario trust companies. For example, Ontario trust companies are subject to supervisory prescriptions including the requirement to file financial and other information with the Superintendent of Deposit Institutions. Ontario trust companies are subject to annual examinations by the superintendent. The corporation’s annual return, which includes financial statements and an auditor’s report, is required to outline the financial condition and affairs of the corporation for the fiscal year. Regulations under the Ontario statute prescribe forms, fees, retention of records by the trustee, financial statements and method of preparation, calculation of capital base, auditors’ reports, and qualifications for officers of the trustee.

 

4


Item 16.

List of exhibits.

Please see attached the following exhibits filed as a part of this statement of eligibility:

 

Exhibit 1    A copy of the letters patent of incorporation of AST Trust Company (Canada) (and two (2) subsequent Letters Patent to amend the incorporating instrument) now in effect.
Exhibit 2    A copy of the certificate of authority of AST Trust Company (Canada) to commence and carry on business and to exercise corporate trust powers.
Exhibit 3    NOT APPLICABLE (authorization of AST Trust Company (Canada) to exercise corporate trust powers is contained in the documents specified in paragraph (1) and (2) above)
Exhibit 4    A copy of the existing Bylaws of AST Trust Company (Canada) (please note that we have not included those by-laws dealing with the authorized share capital of AST Trust Company (Canada) and director and officer compensation).
Exhibit 5    NOT APPLICABLE (the obligor is not in default)
Exhibit 6    NOT APPLICABLE (the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is not applicable)
Exhibit 7    AST Trust Company (Canada) consent to service of process on Form F-X.
Exhibit 8    Copies of the following applicable statutes, rules, regulations, and the administrative interpretations of those provisions affecting (a) substantial equivalency of regulation with respect to supervision or examination of the trustee in the foreign jurisdiction to that of trustees subject to the jurisdiction of the laws of the United States, any State, Territory, or the District of Columbia; and (b) eligibility of United States persons to act as sole indenture trustees in the foreign jurisdiction:

                         

  

a)

  

SEC Release Nos. 33-6889, 39-2661

  

b)

  

Trust and Loan Companies Act (Canada)

  

c)

  

Canada Deposit Insurance Corporation Act

  

d)

  

Canada Business Corporations Act; and

  

e)

  

National Instrument 71-101 (see Part 19).

 

5


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, AST TRUST COMPANY (CANADA), a TRUST COMPANY organized and existing under the laws of CANADA, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of TORONTO, and PROVINCE OF ONTARIO, on the 10th day of MARCH, 2020.

 

AST TRUST COMPANY (CANADA)

  (Trustee)

By:

 

/s/ Nelia Andrade

  (Name and Title)
  Nelia Andrade, Authorized Signatory
 

 

  (Name and Title)

 

6


Exhibit 1

 

LOGO  

Office of the Superintendent of

Financial Institutions Canada

  

Bureau du surintendant des

institutions financières Canada

  

LOGO

 

 

Letters Patent to amend the

incorporating instrument

Trust and Loan Companies Act

Pursuant to subsection 222(4) of the Trust and Loan Companies Act and on behalf of the Superintendent of Financial Institutions, I amend the incorporating instrument of CST Trust Company by changing its name to, in English, AST Trust Company (Canada), and, in French, Société de fiducie AST (Canada).

These letters patent are effective on the day on which they are signed.

Date: JUN 29 2017

 

Lettres patentes

modifiant un acte constitutif

Loi sur les sociétés de fiducie et de prêt

Sur le fondement du paragraphe 222(4) de la Loi sur les sociétés de fiducie et de prêt et au nom du surintendant des institutions financières, je modifie l’acte constitutif de Société de fiducie CST en remplaçant sa dénomination sociale par, en français, Société de fiducie AST (Canada) et, en anglais, AST Trust Company (Canada).

Les présentes lettres patentes entrent en vigueur à la date de leur signature.

Date: JUN 29 2017

 

 

 

/s/ Carolyn Rogers

 
 

Carolyn Rogers

Assistant Superintendent, Regulation Sector Surintendante auxiliaire, secteur de la réglementation

 

 

 

 

LOGO


Exhibit 2

 

LOGO  

Office of the Superintendent of

Financial Institutions Canada

  

Bureau du surintendant des

institutions financières Canada

  

LOGO

 

 

Order to Commence and

Carry on Business

Trust and Loan Companies Act

Following an application by CST Trust Company, I, on behalf of the Superintendent of Financial Institutions

 

(a)

pursuant to subsection 53(1) of the Trust and Loan Companies Act, approve the company to commence and carry on business;

 

(b)

pursuant to subsection 57(1) of the Trust and Loan Companies Act, authorize the company to carry on the activities referred to in section 412; and

 

(c)

prohibit the company from accepting deposits in Canada.

Date: August 30, 2013

Autorisation de fonctionnement

Loi sur les sociètès de fiducie et de prêt

Suite à une demande présentée par Société de fiducie CST et au nom du surintendant des institutions financières,

 

a)

sur le fondement du paragraphe 53(1) de la Loi sur les sociétés de fiducie et de prêt, j’autorise ladite société à commencer à fonctionner;

 

b)

sur le fondement du paragraphe 57( 1) de la Loi sur les sociétés de fiducie et de prêt, j’autorise ladite société à exercer les activites visees á l’article 412; et

 

c)

je lui interdis d’accepter des dépôts au Canada.

Date: 1e 30 août 2013

 

 

 

/s/ Mark Zelmer

 
 

Mark Zelmer

Deputy Superintendent, Regulation Sector

Surintendant adjoint, Secteur de la réglementation

 

 

 

 

LOGO


Exhibit 4

CANADIAN STOCK TRANSFER & TRUST COMPANY

By-laws

As at April 4th, 2013


CANADIAN STOCK TRANSFER & TRUST COMPANY

(the “Company”)

BY-LAW NO. 1

A By-law to Regulate the Business and Affairs of the Company

ARTICLE 1

INTERPRETATION

 

1.01

Definitions

In this By-law and all other by-laws and resolutions of the Company, unless the context otherwise requires the following terms shall have the meanings specified:

“Act” means the Trust and Loan Companies Act or any statute which may be substituted therefore, as amended from time to time.

“Board” means the Board of Directors of the Company.

“Committee” means a committee of Directors established pursuant to the By-laws or by the Board.

“Company” means Canadian Stock Transfer & Trust Company.

“Director” means a director of the Company.

“Meeting of Shareholders” means an annual meeting of Shareholders, a special meeting of Shareholders, or both, and includes a meeting of any class or series of any class of Shareholders.

“Officer” means any natural person designated as an officer of the Company by by-law or by resolution of the Board.

“Shareholder” means a shareholder of the Company.

 

1.02

Interpretation

 

  (a)

Terms used herein that are defined in the Act shall have the meanings given to those terms in the Act unless defined otherwise herein.

 

  (b)

Words importing gender shall include the feminine, masculine and neuter genders, and words importing the singular number shall include the plural number and vice versa.


ARTICLE 2

SHAREHOLDERS

 

2.01

Meetings

Subject to the provisions of the Act, meetings of the Shareholders shall be held at such place within Canada, at such time and on such day as the Board may determine.

 

2.02

Notice of Meetings

Notice of the time and place of each meeting of Shareholders shall be given in accordance with the Act. The accidental failure to give notice of a meeting of Shareholders to any person entitled thereto or any error in such notice not affecting the substance thereof shall not invalidate any action taken at the meeting.

 

2.03

Quorum

At any meeting of Shareholders, the holders, present in person or represented by proxyholders of at least a majority of the outstanding shares of the Company entitled to be voted at the meeting shall constitute a quorum for the transaction of business.

 

2.04

Presiding Officer and Secretary

The Chair of the Board shall preside at meetings of the Shareholders. In the absence of the Chair of the Board, the chair of a meeting of Shareholders shall be appointed by the Board from among the Directors. The Board shall designate a secretary to act at meetings of the Shareholders.

 

2.05

Scrutineers

At any meeting of Shareholders, the chair of the meeting may appoint one or more persons, who may but need not be Shareholders, to serve as scrutineers with such duties as the chair may determine.

 

2.06

Voting

Voting at any meeting of Shareholders shall take place by show of hands except when, either before or after a show of hands, a ballot is required by the chair of the meeting or is requested by any person present and entitled to vote at the meeting. On a show of hands, each person present and entitled to vote at the meeting shall have one vote. On a ballot, each Shareholder present in person or represented by proxyholder at the meeting and entitled to vote thereat shall have one vote for each share entitled to be voted which the Shareholder owns. Any ballot shall be taken in such manner as the chair of the meeting directs.

 

- 3 -


ARTICLE 3

DIRECTORS AND OFFICERS

 

3.01

Number of Directors

The number of Directors shall be a minimum as required by the Act and a maximum of 15.

 

3.02

Fixing Number

Prior to each annual meeting of Shareholders, the Board shall fix the number of Directors to be elected at such meeting.

 

3.03

Filling Vacancy

Subject to the Act, a quorum of Directors may fill a vacancy among the Directors which exists for any reason.

 

3.04

Meetings

Meetings of the Board may be held at any time and from time to time at any place within or outside Canada. The Chairman, Chief Executive Officer or the President or, in their absence, any two Directors may call a meeting of the Board by giving notice of the place, date and time of such meeting by mail or other means of transmitted or recorded communication or by telephone at least 12 hours before the date of the meeting to each Director at his address last recorded with the Company.

 

3.05

Electronic Meetings

Meetings of the Board or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting. Each Director so participating shall be deemed to be present at such meeting and such meeting shall be deemed to be held at the place specified in the notice calling such meeting and, in the absence of any such specification, at the place where or from which the Chairman of the meeting shall have presided.

 

3.06

Board Procedure

Subject to the Act, the Board shall have the power to regulate its procedure and shall designate a chair to preside at meetings of Directors. In the event of an equality of votes on any question at a meeting of the Board, the chair of the meeting shall be entitled to a second or casting vote.

 

- 4 -


3.07 Committees

The Board may appoint such Committees as it deems necessary and, subject to the Act, delegate to those Committees such powers of the Directors and assign to them such duties as the Board considers appropriate.

 

3.08

Committee Procedure

Unless otherwise determined by the Board or provided herein, and subject to the Act, each Committee shall have the power to elect its chair, to regulate its procedure and to fix its quorum; provided that no less than two members of any Committee shall constitute a quorum at a meeting thereof.

 

3.09

Compensation

For each financial year a sum not exceeding $50,000 may be taken by the Board from the funds of the Company as remuneration for their services as Directors and the Directors may from time to time apportion the same among themselves in such manner as they shall think fit. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board, of any Committees of the Board, or of Shareholders.

 

3.10

Officers

The Board shall elect from their number a Chair of the Board, a President and CEO having such responsibilities as may be assigned to them by the Board. The Board may elect or appoint such other Officers having such responsibilities as may be assigned to them by the Board.

 

3.11

Indemnity and Insurance

Subject to the limitations contained in the Act, but without limit to the right of the Company to indemnify any other person under the Act or otherwise, the Company shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at the Company’s request as a director or officer of a corporation of which the Company is or was a shareholder or creditor, and his/her heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a Director or Officer or a director or officer of such corporation, if he/she acted honestly and in good faith with a view to the best interests of the Company, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing that his/her impugned conduct was lawful. Subject to the limitations contained in the Act, the Company may purchase and maintain such insurance for the benefit of such persons referred to in this section as the Board may from time to time determine.

 

- 5 -


ARTICLE 4

EFFECTIVE DATE

 

4.01

Head Office

The head office of the Company shall be located at the place in Canada specified in the letters patent of the Company.

 

4.02

Year End

The financial year end of the Company shall be December 31 in each year.

ARTICLE 5

EFFECTIVE DATE

 

5.01

Effective Date

This By-law shall be effective and come into force upon its confirmation by the shareholders in accordance with the Act.

 

- 6 -


CANADIAN STOCK TRANSFER & TRUST COMPANY

(the “Company”)

BY-LAW NO. 3

A By-law Providing for the Change of Name of the Company

The name of the Company is changed from Canadian Stock Transfer & Trust Company to CST Trust Company.


CST TRUST COMPANY

(the “Company”)

BY-LAW NO. 4

A By-law Providing for the Change of Name of the Company

ARTICLE 1

NAME OF COMPANY

 

1.01

Name of Company

The name of the Company is changed from CST Trust Company/ Société de fiducie CST to AST Trust Company (Canada) / Société de fiducie AST (Canada).

ARTICLE 2

EFFECTIVE DATE

 

2.01

Effective Date

This By-law shall be effective and come into force upon its confirmation by the shareholders in accordance with the Act and approval of the change of name by the Superintendent of Financial Institutions.


Exhibit 7

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-X

 

 

Appointment of Agent For Service of Process And Undertaking

 

A. Name of issuer or person filing (the “Filer”):    AST TRUST COMPANY (CANADA)

B. (1) This is [check one]:

 

 

an original filing for the Filer

 

an amended filing for the Filer

 

  (2)

Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T rule 101(b)(9)  ☐

C. Identify the filing in conjunction with which this form is being filed:

 

Name of Registrant.    Sherritt International Corporation
Form Type    Application for Qualification of Indentures on Form T-3
File Number (if known)    022-                                         
Filed by    AST Trust Company (Canada)
Date Filed (if filed concurrently, so indicate):    March 10, 2020 (filed concurrently)

D. Filer is incorporated or organized under the laws of Canada and has its principal place of business at AST TRUST COMPANY (CANADA), 1 TORONTO STREET, SUITE 1200, TORONTO, ONTARIO, M5C 2A6, Attention: DIRECTOR, CORPORATE TRUST (Tel: (416) 682-3841).

E. The Filer designates and appoints AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Agent”), located at 6201 15TH AVENUE, BROOKLYN, NY 11219 (Tel: (718) 921-8200), as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in.

(a) any investigation or administrative proceeding conducted by the Commission; and

(b) any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns the securities in relation to which the Filer acts as trustee pursuant to an application on Form T-6 under Section 310(a)(1) of the Trust Indenture Act of 1939 The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and


that service of an administrative subpoena shall be effected by service upon such agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made

F. The Filer stipulates and agrees in connection with its status as trustee with respect to securities registered on the Form T-3 to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time during which the securities subject to the indenture remain outstanding

The Filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during the applicable period by amendment of this form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.

G. Not applicable.


The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Toronto, country of Canada, on March 10, 2020.

Filer.

 

AST TRUST COMPANY (CANADA)
By:  

/s/ Dalisha Dyal

  Name: Dalisha Dyal
  Title: Authorized Signatory
By:  

/s/ Nelia Andrade

  Name: Nelia Andrade
  Title: Authorized Signatory

This statement has been signed by the following person in the capacity and on the date indicated.

 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as authorized Agent for Service of Process of AST TRUST COMPANY (CANADA)
By:  

/s/ Paul H. Kim

 

Name: Paul H. Kim

Title: Assistant General Counsel

Dated. March 10, 2020


Exhibit 8(a)

MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

Release No. 244 (S.E.C. Release No.), Release No. 2261, Release No. 6889, Release No.

39-2261, Release No. 33-6889, Release No. IS - 244, 48 S.E.C. Docket 646, 1991 WL 296481

17 CFR PART 260

S.E.C. Release No.

Securities Act of 1933

Trust Indenture Act of 1939

International Series

SECURITIES AND EXCHANGE COMMISSION (S.E.C.)

MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF CANADIAN TRUSTEES AND EXEMPTION FOR

CANADIAN TRUST INDENTURES FROM SPECIFIED PROVISIONS OF THE TRUST INDENTURE ACT

File No. S7-19-89

RIN: 3235-AC64

March 22, 1991

*1 AGENCY: Securities and Exchange Commission ACTION: Proposed Rules.

SUMMARY: The Securities and Exchange Commission (”Commission”) is publishing for comment a proposed rule under the Trust Indenture Act of 1939 (“Trust Indenture Act”) to permit persons authorized to exercise corporate trust powers and subject to federal supervision or examination under the laws of Canada to act as sole trustees under indentures qualified or to be qualified under the Trust Indenture Act in connection with offerings under the Commission’s proposed multijurisdictional disclosure system with Canada. If the new proposal, which implements authority recently granted to the Commission by the Trust Indenture Reform Act of 1990 (“Reform Act”), is adopted, it appears that the rule changes relating to indenture trusteeships in the Commission’s reproposal of the multijurisdictional disclosure system would not be necessary. In addition, public comment is sought on a proposed rule under the general exemptive authority of recently amended Section 304(d) of the Trust Indenture Act to exempt trust indentures of Canadian issuers filing registration statements in the United States under the multijurisdictional disclosure system from the operation of specified provisions of the Trust Indenture Act. The rule would be available for trust indentures subject to the Canada Business Corporations Act or to the Business Corporations Act, 1982 (Ontario).

DATES: Comment letters should be received on or before [30 days after publication in the Federal Register].

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Mail Stop 6–9, Washington, D.C. 20549. Comment letters should refer to File No. S7–19–89. All comment letters received will be made available for public inspection and copying in the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.

FOR FURTHER INFORMATION CONTACT: Felicia Smith or Michael Hyatte, (202) 272–2573, Division of Corporation Finance, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

SUPPLEMENTARY INFORMATION: The Commission is proposing for comment new Rules 4d–9 and 10a–5 under the Trust Indenture Act.1

I. EXECUTIVE SUMMARY AND BACKGROUND

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

1


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

The Commission is proposing two new rules under the Trust Indenture Act intended to facilitate the implementation of the Commission’s proposed Multijurisdictional Disclosure System with Canada (“MJDS”).2 Proposed Rule 10a–5 would permit Canadian trustees subject to supervision or examination under the Trust Companies Act (Canada) (“CTCA”)3 or the Canada Deposit Insurance Corporation Act (“CDICA”)4 to act as sole indenture trustees for offerings under the MJDS. Proposed Rule 4d–9 would exempt trust indentures subject to the Canada Business Corporations Act (“CBCA”)5 or the Business Corporations Act, 1982 (Ontario) (“OBCA”)6 from the operation of specified provisions of the Trust Indenture Act. In proposing these rules, the Commission is exercising authority granted under the amendments to the Trust Indenture Act included in the Reform Act.7

*2 The reproposed MJDS would permit Canadian issuers meeting eligibility criteria to satisfy certain securities registration and reporting requirements under the securities laws of the United States through disclosure documents prepared in accordance with the requirements of Canadian regulatory authorities. Under the Commission’s October 1990 reproposal of the MJDS, debt offerings would be subject to all the requirements of the Trust Indenture Act except, as discussed below, the requirement that there be a United States trustee.

In proposing the MJDS, the Commission noted that the U.S. trustee requirement “could create an impediment to the efficient use of the multijurisdictional system by Canadian issuers” and “disrupt established Canadian business practices,” because Canadian trust indentures “invariably provide for all trustees to be Canadian registered trust companies....”8 Noting that its existing exemptive authority under Section 304(d) of the Trust Indenture Act9 was limited to case-by-case determinations, and exercisable only through orders, the Commission proposed rules and forms creating procedures for application to the Commission for exemptions from the U.S. trustee requirement for offerings made under the MJDS.10

The Reform Act has provided the Commission with the authority to permit foreign persons to act as sole indenture trustees as a class or on a case-by-case basis. This change has eliminated the need for Canadian issuers conducting debt offerings under the MJDS to seek orders for exemption from the U.S. trustee requirement on a case-by-case basis as would have been required under the reproposed MJDS. As the Senate Report notes, “[r]ecognizing developments in the internationalization of the securities markets, [amended Section 310(a)(1)11 authorizes] the Commission to allow, by rule or order, foreign persons to act as sole trustees under a qualified indenture if the foreign persons can exercise trust powers and are subject to regulation substantially equivalent to that applicable to United States trustees.”12 The amended statute further provides that, in granting such permission, the Commission shall consider the eligibility of U.S. institutional trustees to act as sole trustee in the foreign jurisdiction.

The Commission is publishing for public comment proposed Rule 10a–5 relating to the eligibility of Canadian trustees. The rule would permit a Canadian trust company subject to supervision or examination by Canadian federal authorities under the CTCA or the CDICA to act as sole trustee in connection with offerings under the MJDS. It is contemplated that if proposed Rule 10a–5 is adopted previously proposed Rules 4d–1 through 4d–6 would not be necessary.

As a further step toward implementing the MJDS with Canada, the Commission is proposing to exempt trust indentures that are subject to the CBCA or the OBCA from the operation of specified provisions of the Trust Indenture Act. Under its expanded statutory authority, the Commission may, by rule or order, exempt conditionally or unconditionally any indenture from one or more provisions of the Trust Indenture Act. Section 304(d) provides that such exemptive authority may be exercised by the Commission “if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended” by the Trust Indenture Act. Proposed Rule 4d–9 would exempt trust indentures of issuers that are subject to the CBCA or the OBCA from the operation of Sections 310 through 318 of the Trust Indenture Act,13 except for paragraphs (a)(1), (a)(2), and (a)(5) of Section 310,14 which specify eligibility standards for institutional trustees, and Section 316(b),15 which protects the unconditional right of any holder of any indenture security to

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

2


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

receive payment of principal and interest when due and payable, and to institute suit for the enforcement of past due payments of principal and interest.

II. DISCUSSION

A. ELIGIBILITY OF CANADIAN TRUSTEES

1. Statutory Requirements

*3 Section 310(a) of the Trust Indenture Act requires that there shall at all times be at least one corporate trustee domiciled in the United States, authorized to exercise corporate trust powers and subject to supervision or examination by federal or state authority. Through the Reform Act, Congress has recognized that the legislative objectives of the Trust Indenture Act may be fulfilled by corporate trustees organized outside the United States. As amended by the Reform Act, Section 310(a) of the Trust Indenture Act empowers the Commission by rule or by order to permit a corporation or other person organized and doing business under the laws of a foreign country to act as sole trustee under a qualified indenture if such person is authorized under the laws of its domicile to exercise corporate trust powers and is subject to supervision or examination by the foreign government substantially equivalent to the supervision or examination applicable to institutional trustees in the United States. The amendment requires the Commission to consider the extent to which under the laws of the foreign government a United States institutional trustee is eligible to act as sole trustee in the foreign jurisdiction.16

As early as 1946, the Commission noted the substantial comparability in the treatment of indenture trusteeships by the United States and Canada, including the authorization to exercise trust powers and the system of supervision or examination. In Gatineau Power Company,17 the Commission, acting pursuant to its exemptive authority under Section 304(d) of the Trust Indenture Act (then limited to the indentures of foreign obligors),18 permitted the Royal Trust Company of Montreal to act as sole indenture trustee under the qualified indenture of a Canadian obligor. In granting its order, the Commission stated that, except for the requirement of domestic organization, the Canadian institutional trustee “otherwise met the requirements of eligibility and qualification under Section 310 of the Act.”19

The first prerequisite under Section 310(a) for the Commission to be able to exercise its authority to permit a foreign entity to act as a sole trustee is that such entity be authorized to exercise trust powers in its home country. In both the United States and Canada, corporations authorized to exercise trust powers are predominantly depositary institutions. Trust companies are organized under federal law in both countries, under state law in the United States, and under provincial law in Canada.

Under the U.S. regulatory scheme for institutional trustees, the Comptroller of the Currency, who has supervisory responsibility for national banks, is authorized to grant special permits to national banks authorizing the exercise of trust powers to the same extent as such powers are allowed to state banks in the same jurisdiction.20 State banking laws create licensing authority for the conduct of corporate trust powers for banks chartered under their authority. For example, a bank that is also authorized as a trust company under New York law has the fiduciary power “[t]o take, accept and execute any and all such trusts, duties and powers of whatever nature and description as may be conferred upon or entrusted or committed to it by any persons, or any ... corporation.”21

*4 Trust companies eligible to act as indenture trustees under the CTCA and Canadian provincial law22 are authorized under such laws to exercise corporate trust powers. Under the CTCA, no company may commence the business of exercising trust powers unless it obtains a certificate from the Office of the Superintendent of Financial Institutions (“OSFI”).23 Powers specified in the CTCA include the power to “accept and execute all such trusts of every description and nature as are entrusted to it by any government or person, or committed or transferred to it by the order of a judge or by the order, judgment or decree of any court in Canada orelsewhere.”24

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

3


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

The second prerequisite under Section 310(a) for the Commission to exercise its authority to permit trusteeship by a foreign entity is that the foreign trustee be subject to supervision or examination substantially equivalent to that applicable to U.S. trustees. In the United States and Canada, regulation of trust companies that are also depositary institutions may be effected through federal agencies, through state or provincial agencies, or concurrently by federal and state or provincial agencies. In all cases, the depositary institutions are subject to substantive regulation of business under the supervision and examination of the responsible agencies. The common objective of these regulatory systems is the safety and soundness of the depositary institution. To this end, U.S. and Canadian examination procedures and the licensing and chartering procedures referred to earlier are designed to assess the financial condition, management and systems of internal control of the supervised institution.

National banks in the United States are subject to examination at least annually by the Comptroller of the Currency,25 a process that includes preparation of an annual report of the bank’s conduct of trust activities.26 National banks acting as trustees must segregate assets held in fiduciary capacities from general assets and maintain separate books and records for assets held in fiduciarycapacities.27 Trust powers granted by the Comptroller are subject to revocation if, in the Comptroller’s opinion, such powers have been exercised unlawfully or unsoundly.28

Depending on where the trustee is incorporated, a Canadian trust company is subject to supervision and examination by a responsible authority under either the CTCA or parallel provincial law. The conduct of corporate trusteeships under indentures is within the regulatory and supervisory power of the federal and provincial authorities. Canadian trust companies formed under provincial laws that participate in the Canadian deposit insurance system are subject to supervision and examination under the CDICA29 in addition to concurrent provincial regulation.

The CTCA provides an extensive regulatory scheme for corporate trustees subject to federal law. At least annually, such trustees are examined by OSFI.30 The OSFI describes its fundamental objectives in the examination process to include assessing of financial solvency and ensuring compliance with legislative obligations.31 The examination of the trust company’s condition is required to include inspection of the books of such trustee’s officers, agents, and employees.32 The enforcement powers of OSFI include “cease and refrain” power to correct unsafe or unsound practices and the power to order remedial action as deemed necessary.33

*5 Provincially incorporated trust companies that are members of the Canadian deposit insurance system must be examined annually by a representative of the Canada Deposit Insurance Corporation (“CDIC”).34 The examination report for a CDIC member is required to include the examiner’s opinion whether the operations of the member institution are conducted according to standards of sound business and financial practice, and whether the institution is in satisfactory financial condition.35 If the CDIC finds any deficiency in these matters, the CDIC will notify the member of the matter requiring remedial action.36 If corrective measures are not satisfactory, the institution’s membership may be revoked and its deposit insurance terminated.37

Based on a review of Canadian law, it appears that the supervision or examination under the CTCA or the CDICA applicable to institutional trustees in Canada is substantially equivalent to supervision or examination applicable to institutional trustees in the United States. Commenters are specifically requested to address the substantial equivalence of the supervision and examination of institutional trustees in Canada to that in the United States. In particular, commenters are invited to identify the significant requirements and procedures, employed in the supervision or examination of institutional trustees by U.S. authorities, that the Commission should consider in determining whether institutional trustees are subject to substantially equivalent supervision and examination by Canadian authorities. Commenters should be aware that these requirements and practices may also have applicability as the Commission considers issuance of rules or orders permitting institutions from other jurisdictions to act as sole trustees.

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

4


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

2. Eligibility of U.S. Institutions to Serve as Trustees in Canada

In addition to the two conditions for the Commission to allow foreign institutions to act as sole trustees, the Trust Indenture Act, as amended, directs that the Commission consider whether under the laws of the foreign jurisdiction a United States institutional trustee would be eligible to act as sole trustee under an indenture relating to securities sold in the foreign jurisdiction in question.

The Canadian proposal for a system of multijurisdictional disclosure parallel to MJDS will allow United States issuers to comply with Canadian registration and reporting requirements with the use of disclosure documents prepared in conformity with United States regulations. The system under consideration in Canada also would generally permit United States institutional trustees to serve as sole indenture trustees in offerings under the system by dispensing with requirements that the trustee be a Canadian resident.38 However, as currently drafted, British Columbia law concerning the residence of the trustee would not be subject to that dispensation.39 Thus, an issuer offering or selling debt securities in the province of British Columbia would be required to use a trustee that is eligible under British Columbia law.40 The British Columbia authorities have advised that they intend to seek legislative amendments that would allow United States trustees to serve under indentures in such offerings. However, any such amendment is unlikely to be effected prior to adoption of the MJDS. Comment is requested as to the impact of the current British Columbia requirement. Should adoption of proposed Rule 10a–5 be deferred until a comparable change in British Columbia requirements is adopted? Alternatively, should the rule be revised so that it does not apply to trustees organized under British Columbia law or for securities of obligors organized under British Columbia law?

3. Proposed Rule 10a–5

*6 Proposed Rule 10a–5 would permit a trust company incorporated under the laws of Canada or a political subdivision of Canada that is authorized to carry on the business of a trust company and subject to supervision or examination pursuant to the CTCA or the CDICA (“Canadian Trustee”) to act as sole trustee under an indenture qualified under the Trust Indenture Act for offerings under MJDS by relieving the Canadian Trustee from the requirement of U.S. domicile. The Commission anticipates that adoption of the rule will be considered concurrently with adoption of the MJDS.

Under the proposed rule, each eligible Canadian Trustee would file a consent to service of process and power of attorney on Form F–X, with the registration statement covering the indenture securities to which the trusteeship relates. Otherwise, the rule will be self-executing, requiring no further action by the obligor or the trustee to establish the trustee’s eligibility under amended Section 310(a) of the Trust Indenture Act.

No statement of eligibility on Form T–141 would be required, because the remaining requirements of Section 310(a) for authorization to exercise corporate trust powers and minimum capitalization would necessarily have been satisfied by a Canadian Trustee. As discussed previously, the Canadian system for registration and incorporation of trust companies effectively provides that only a company so registered or incorporated is authorized to exercise corporate trust powers. The $150,000 minimum combined capital and surplus requirement of Section 310(a)(2)42 is met because, under Canadian law, a federally incorporated trust company must have a minimum unimpaired paid-up capital stock of $1,000,000 (Can.).43 Provincially regulated trust companies are similarly subject to capitalization requirements exceeding the amount required by Section 310(a)(2). In Ontario, a minimum capital base of $10,000,000 (Can.) is required.44 In Quebec, the minimum is $5,000,000 (Can.) in common shareholders’ equity.45 The final standard of Section 310(a), the proscription of trusteeships by the obligor itself or any of its affiliates, is met because, according to Canadian authorities, such a trusteeship would be a fatally impermissible conflict of interest under the CBCA and comparable provincial law.46 In light of these factors, comment is requested concerning whether Canadian Trustees should nevertheless be required to file the Form T–1 as an exhibit to registration statements under the MJDS, to provide information concerning eligibility under Section 310(a).

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

5


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

As noted above, it appears that, on adoption of proposed Rule 10a–5, the Commission’s prior proposal for case-by-case determination of Canadian Trustee eligibility would not be necessary. Commenters are nonetheless requested to address whether it would be preferable to adopt both approaches, as alternative methods of authorizing service by Canadian trustees.

As proposed, the rule would limit the use of Canadian Trustees to offerings under the MJDS. Comment is requested as to whether this limitation is appropriate, or whether Canadian Trustees should be permitted to act as trustees under indentures for offerings other than those eligible under the MJDS.

*7 Comment is also requested on the rule’s limitation to trustees supervised or examined under the CTCA or the CDICA. The four trust companies that, at the present time, conduct virtually all of the indenture trusteeships in Canada are subject to supervision and examination under either the CTCA or the CDICA.47 Nonetheless, comments are requested as to whether proposed Rule 10a–5 should be expanded to cover provincially incorporated trust companies not subject to any form of Canadian federal supervision or examination. In this regard, commenters should address the substantial equivalence of the provincial regulatory systems to the system of supervision or examination applicable to institutional trustees in the United States.

B. EXEMPTION OF CANADIAN TRUST INDENTURES FROM SPECIFIED PROVISIONS OF THE TRUST INDENTURE ACT

1. Trust Indenture Regulation in the United States and Canada

The primary focus of the Trust Indenture Act is the protection of investors in debt securities, including the provision of a means for enforcing the collective rights of holders of such debtsecurities.48 Enacted to provide a regulatory scheme for publicly-offered securities issued under trust indentures, the Trust Indenture Act was designed to eliminate those corporate trust practices that were viewed as “injurious to the capital markets, to investors, and to the general public,”49 and to provide a mechanism for correcting perceived deficiencies in the trust indenture instrument.50 In general, the statute provides for appointment of an independent and qualified trustee,51 fixes preferential collection rights in favor of indenture security holders (“holders”),52 establishes means for communication among holders,53 requires reports to holders from both the obligor54 and the trustee,55 prescribes a high standard of care for the trustee,56 and confers legal standing on the trustee to enforce indenture provisions.57 As a result of the Reform Act amendments, the statutory provisions in Sections 310 through 318(a) of the Trust Indenture Act58 are now deemed part of each indenture to be qualified under the Act by operation of law, and indenture provisions inconsistent with required provisions of the Act have no legal effect.

The Trust Indenture Act provides that debt security holders, as third-party beneficiaries of the indenture contract, will have specific rights under the indenture and the Act. Preeminent among those rights is that no provision of the indenture or of the security may impair or affect the right of any holder of a security issued under the indenture to receive payment of principal and interest, when due and payable, or to sue for past due payments. This right to pursue remedies upon payment default cannot be impaired or affected without such holder’s individual consent.59 In addition, the Reform Act clarified that a holder has a private right of action to enforce the rights and duties prescribed by Sections 310–318(a) of the Trust Indenture Act.60

*8 The CBCA governs trust indentures61 for debt obligations issued or to be issued thereunder by a company incorporated or continued62 under the CBCA in a public distribution.63 To the extent the trust indenture, indenture securities, or the lien created by the indenture is subject to the law of a province or another country that is “substantially equivalent” to the CBCA, the Director General of Corporations appointed under Section 260 of the CBCA64 may exempt the trust indenture from the requirements of the CBCA.65 The CBCA, among other things, prohibits appointment of any person as indenture trustee with

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

6


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

a material conflict of interest,66 sets forth a high standard of care by the trustee in the exercise of its powers,67 and provides means for communication among holders.68

The CBCA and OBCA provisions governing trust indentures are modeled on the investor protection provisions of the Trust Indenture Act of 1939.69 Several of the legislative objectives of the CBCA are drawn from the “Necessity for Regulation” embodied in Section 302 of the Trust Indenture Act,70 including providing (a) “full and fair disclosure” at issuance and throughout the life of the indenture securities, (b) means by which holders may on the basis of the disclosure provided take concerted action to protect their interests, and (c) the services of a “disinterested trustee” who in the administration of its trust will “conform to the high standards of conduct now observed by the more conscientious trust institutions.”71 The CBCA, which requires the parties to the indenture to adhere to standards and obligations imposed by the statute, is self-executing.72

The Trust Indenture Act and the CBCA include many comparable investor protection provisions. For example, each statute recognizes the pivotal role of an independent trustee in the administration of the indenture on behalf of widely-dispersed public debt security holders. While the Trust Indenture Act establishes a finite list of enumerated relationships73 that upon default under the indenture would be disqualifying conflicts of interest,74 the CBCA has a general prohibition on any “material” conflict of interest.75

Similarly, the “reasonably prudent trustee” standard of care76 mandated by the CBCA provides that trustees under Canadian indentures are subject to standards comparable to those applicable to trustees under the Trust Indenture Act.77 Neither statute permits exculpatory provisions in the indenture;78 the prohibition under the CBCA is extended to include any agreement between the trustee and holders of debt obligations, or the trustee and issuers or guarantors.79

Finally, investors under each statute are provided timely information on the securities and obligor,80 and afforded the means to collectively enforce their rights under the trust indenture. For example, each statute requires the trustee to provide information on security holders to persons who satisfy the statutory prerequisites.81 Thus, information on defaults and the means to communicate with other holders concerning common interests under the indenture are present.

*9 In one important respect, however, CBCA regulation of trust indentures does not correspond to the investor protection mandated by Sections 310 to 318 of the Trust Indenture Act. The CBCA does not contain a provision comparable to Section 316(b) of the Trust Indenture Act,82 which affords substantive protection to holders.83 That section provides that each holder has a right to receive payments of principal and interest, when due and payable, and to institute suit therefor. It is intended to protect minority holders from debt readjustment plans that are not supervised by a bankruptcy court,84 and is a central part of the protections afforded by the Trust Indenture Act.

The OBCA85 contains provisions that are virtually identical to the provisions of the CBCA. The OCBA is applicable to all trust indentures used in connection with debt offerings made by prospectus in Ontario whether or not made by an Ontario corporation. Several other Canadian political subdivisions86 also have enacted statutes regulating trust indentures, which appear to be modeled on the CBCA. With the exception of the British Columbia Company Act, these statutes are applicable only to issuers incorporated under such statutes. The OBCA87 has a provision permitting exemptions from its requirements relating to trust indentures for indentures prepared in accordance with the trust indenture regulations in other jurisdictions, but that exemptive authority has never been used.

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

7


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

The British Columbia Company Act appears to have several variations from the CBCA. While a number of those variations appear to be insignificant,88 there may be substantive differences relating to the conflict of interest standard89 and the duty of care by the trustee in exercising its powers and discharging its duties90 under the indenture.

2. Proposed Rule 4d–9.

In light of the comparability of the investor protection of the Act, the CBCA and the OBCA, it appears to be in the public interest to facilitate offerings under the MJDS by exempting indentures subject to the CBCA or the OBCA from most provisions of the Act. As proposed, Rule 4d–9 would exempt from the operation of Sections 310(a)(3) and (4), Sections 310(b) through 316(a), and Sections 316(c) through 318(a) of the Trust Indenture Act any trust indenture subject to the CBCA or the OBCA. Thus, where an MJDS issuer was not federally incorporated, but was incorporated in a Canadian province, the exemption would be available provided debt securities were being offered by prospectus in Ontario, because the trust indenture would be subject to the OBCA. Because neither the CBCA nor the OBCA contains a provision comparable to Section 316(b) of the Act, Rule 4d–9 as proposed would not contain an exemption from Section 316(b), and Section 316(b) would be applicable to indentures for MJDS offerings as a matter of law. Thus, protection against impairment of the right to principal and interest without an individual holder’s consent would be in force. In addition, the proposed Rule would not provide an exemption from the trustee eligibility standards of Section 310(a)(1), (a)(2) and (a)(5) concerning authority to exercise corporate trust powers, capital and surplus, and prohibited obligor—trustee conflicts. A trustee permitted to serve under proposed Rule 10a–5 would meet those standards.

*10 Trust indenture laws of several Canadian political subdivisions appear to offer investor protection comparable to that provided by the CBCA and OBCA.91 Comment is specifically requested concerning whether the proposed exemption should be expanded to include trust indentures subject to other comparable Canadian political subdivisions’ laws.

The Ontario authorities have advised that in connection with MJDS they intend to use their existing exemptive authority under Section 46(4)92 to provide a blanket exemption from the OBCA’s requirements for trust indentures subject to the Trust Indenture Act which are used by United States issuers in connection with offerings under the multijurisdictional disclosure system. With the exception of British Columbia, those other Canadian political subdivisions that have statutes regulating trust indentures would not be required to take similar action because those statutes are only applicable to companies incorporated in those jurisdictions.93

With respect to British Columbia, the British Columbia Company Act currently does not contain exemptive authority. Thus, any trust indenture for a debt offering made in British Columbia would be subject to that statute, and United States issuers would not automatically be able to make debt offerings in British Columbia because they have indentures that comply with the Trust Indenture Act. In addition, it appears that there may be substantive differences between the British Columbia Company Act and the CBCA with respect to the standards for conflict of interest and duty of care applicable. Comment is specifically requested on whether the differences in the conflict of interest and duty of care standards of the British Columbia Company Act and the CBCA are substantial and whether the proposed exemption should be expanded to include indentures subject to the British Columbia Company Act. Comment is further requested on whether adoption of proposed Rule 4d–9 should be deferred until such time as United States issuers offering securities under the multijurisdictional system in British Columbia would be eligible to use trust indentures complying with the Trust Indenture Act.

Comment is requested on the analysis of provisions of Canadian statutes that afford protection to holders of indenture securities and whether investors enjoy protection comparable to that provided by the Trust Indenture Act as a result of applicable Canadian and provincial law. Specifically, comment is requested on the conflict of interest standard applicable under the CBCA and each provincial act and, in particular, whether or not judicial interpretation of “material conflict of interest” is comparable to the enumerated conflicts proscribed by paragraph (b)(1) through (10) of Section 310 of the Trust Indenture Act. Comment is requested concerning whether the discretion of the trustee to withhold notice of payment defaults under the CBCA and the OBCA is comparable to the notice requirement of Section 315(b) of the Trust Indenture Act. Comment also is requested

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

8


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

concerning the scope of the proposed exemptive rule, specifically whether the exemption proposed by Rule 4d–9 is too broad (i.e., should Canadian trust indentures continue to be subject to the operation of other provisions of the Trust Indenture Act), or too narrow (i.e., should Canadian trust indentures be exempt from the operation of additional provisions of the Trust Indenture Act). Finally, comment is requested concerning whether, as drafted, the proposed rule should be limited to offerings under the MJDS or expanded to other offerings by Canadian issuers.

III. COST BENEFIT ANALYSIS

*11 To evaluate the benefits and costs associated with the described rules, the Commission requests views and data as to the costs and benefits associated with procedures under the rules. The rules relate to a determination that Canadian trustees are eligible to act as sole trustees under qualified indentures, as a result of the amendment to Section 310(a)(1) of the Trust Indenture Act modifying eligibility standards for institutional trustees, and provides an exemption from specified provisions of the Trust Indenture Act. The benefit to Canadian obligors and Canadian trustees (the only entities eligible for exemption under the proposed rules) of permitting appointment of Canadian trustees for offerings made in the United States by Canadian obligors and exempting trust indentures of such obligors from the operation of specified provisions of the Trust Indenture Act greatly outweighs any burden. Any impact on such entities would be minimal.

The rules will also benefit public security holders by facilitating the expansion of investment opportunities for United States citizens by removing barriers to public issuances of debt securities by Canadian registrants in the United States.

IV. REQUEST FOR COMMENTS

Any interested persons wishing to submit written comments on the proposed rules on other matters that might have an impact on the rules are requested to do so.

Persons wishing to submit written comments should file three copies thereof with Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Comment letters should refer to File No. S7–19–89. All comments received will be available for public inspection and copying in the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549.

V. INITIAL REGULATORY FLEXIBILITY ACT ANALYSIS

The Initial Regulatory Flexibility Analysis has been prepared in accordance with 5 U.S.C. 603. It relates to proposed rules to effectuate the provisions of the Trust Indenture Act, as amended by the Reform Act. As proposed, Rule 4d–9 under Section 304(d) of the Trust Indenture Act would provide an exemption for trust indentures of Canadian issuers filing registration statements in the United States under the MJDS from the operation of specified provisions of the Trust Indenture Act. The proposed rule would be available for trust indentures that are subject to either the CBCA or the OBCA. Proposed Rule 10a–5 under the Trust Indenture Act would permit persons authorized to exercise corporate trust powers under Canadian federal or provincial law and subject to federal supervision or examination in Canada to act as institutional trustees under indentures qualified or to be qualified under the Trust Indenture Act.

Both proposals reflect the development of global securities markets that was a basis for recent amendments to the Trust Indenture Act, and are proposed to be promulgated to remove barriers to and effectuate increased participation by foreign issuers in the securities markets of the United States. As a result, it is expected that public security holders resident in the United States would have expanded investment opportunities.

*12 The only persons eligible for exemption under the proposals are Canadian issuers and Canadian trustees, none of which qualify as “small entities” within the meaning of 17 CFR 260.0–7 under the Trust Indenture Act. Furthermore, underwriters are unaffected by the requirements of the Trust Indenture Act related to exemption of the trust indenture and appointment of a

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

9


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

foreign institutional trustee. Accordingly, on the basis of the Commission’s initial analysis, it does not appear that the proposals, if adopted, would have a significant impact on a substantial number of small entities.

Copies of the Initial Regulatory Flexibility Analysis, which is summarized herein, are available from Felicia Smith, Division of Corporation Finance, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission requests views and data as to the impact on small entities, within the meaning of 17 CFR 260.0–7 under the Trust Indenture Act, which may assist it in preparation of the Final Regulatory Flexibility Analysis.

VI. STATUTORY BASIS AND TEXT OF PROPOSED REGULATIONS AND FORM

Rules 4d–9 and 10a–5 are proposed pursuant to the authority of Sections 304, 305, 307, 308, 310, 314, and 319 of the Trust Indenture Act of 1939, as amended [15 U.S.C. 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, and 77sss].

LIST OF SUBJECTS IN 17 CFR Part 260

Reporting and recordkeeping requirements, Securities, Trusts and trustees.

VII. TEXT OF REGULATIONS AND FORMS

In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is proposed to be amended as follows:

PART 260—GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF 1939

1. The authority citation for Part 260 continues to read:

AUTHORITY: 15 U.S.C. 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss.

2. By adding new § 260.4d–9 as follows:

§ 260.4d–9 Exemption for Canadian Trust Indentures from Specified Provisions of the Act.

Any trust indenture filed in connection with offerings on a registration statement on Form F–7, F–8, F–9, or F–10 [§§ 239.37 through 239.40 of this chapter] shall be exempt from the operation of sections 310(a)(3) and 310(a)(4), sections 310(b) through 316(a), and sections 316(c) through 318(a) of the Act; provided that the trust indenture is subject to

(a) the Canada Business Corporations Act, R.S.C. 1985; or

(b) the Business Corporations Act, 1982 (Ontario), S.O. 1982.

3. By adding new § 260.10a–5 as follows:

§ 260.10a–5 Eligibility of Canadian Trustees.

(a) Subject to paragraph (b) of this rule [17 CFR 260.10a–5], any trust company, acting as trustee under an indenture qualified or to be qualified under the Act and filed in connection with offerings on a registration statement on Form F–7, F–8, F–9, or F–

10 [§§ 239.37 through 239.40 of this chapter] that is incorporated and regulated as a trust company under the laws of Canada or

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

10


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

any of its political subdivisions and that is subject to supervision or examination pursuant to the Trust Companies Act (Canada), R.S.C. 1985, or the Canada Deposit Insurance Corporation Act, R.S.C. 1985 shall not be subject to the requirement of domicile in the United States under section 310(a) of the Act [15 U.S.C. 77jjj(a) ].

*13 (b) Each trustee eligible for appointment under this rule shall file as part of the registration statement for the securities to which the trusteeship relates a consent to service of process and power of attorney on Form F–X [[§ 249.250 of this chapter].

***

By the Commission.

Jonathan G. Katz

Secretary

Footnotes

 

1

15 U.S.C. 77aaa et seq.

2

See Release Nos. 33–6879 (October 22, 1990) [55 FR 46288] (“Reproposing Release”) and 33–6841 (July 24, 1989) [54 FR 32226] (“Proposing Release”).

3

Trust Companies Act (Canada), R.S.C. 1985.

4

Canada Deposit Insurance Corporation Act, R.S.C. 1985.

5

Canada Business Corporations Act, R.S.C. 1985 §§ 82 – 93.

6

Business Corporations Act, 1982 (Ontario), S.O. 1982 §§ 46 – 52.

7

Title IV, P.L. No. 101–550, 1990 U.S. CONG. AND AD. NEWS (104 Stat.) 2713, 2721–32.

8

Proposing Release at 32246.

9

15 U.S.C. 77ddd(d).

10

Proposed Rules 4d–1 through 4d–6 and proposed Form T–5. See Proposing Release at 32246–48 and Reproposing Release at 45909–10.

11

15 U.S.C. 77jjj(a)(1).

12

Senate Report No. 101–155, 101st Cong., 2d Sess., 35 (1989) ( “Senate Report”).

13

15 U.S.C. 77jjj – 77rrr.

14

15 U.S.C. 77jjj(a)(1), (a)(2), and (a)(5).

15

15 U.S.C. 77ppp(b).

16

See infra Section II.A.2.

17

Commission File Nos. 2–6439, 22–548 (June 27, 1946).

18

Section 304(d) in its original form authorized the Commission, acting on the application of a foreign obligor, to issue orders exempting the issuer from one or more provisions of the Act on a case-by-case basis. The Reform Act generalized the Commission’s authority. P.L. 101–550 § 403(2).

19

Securities and Exchange Commission, Manual of the Trust Indenture Act of 1939 (1958) (“Trust Indenture Act Manual”) at 4. See also Trans–Canada Pipe Lines Limited, Commission File Nos. 2–12927, 22–1989 (January 17, 1957).

20

National Banking Act, 12 U.S.C. 92a(a).

21

New York Banking Law, § 100 (McKinney’s 1990). The New York statute makes specific reference to indenture trusteeships (“To act as trustee under any mortgage or bonds ...”); such explicit references are not found in all state banking laws.

22

See, e.g., Loan and Trust Corporations Act (Ontario), 1987, Ont.Stat. c. 33 (“OTCA”).

23

CTCA § 15(1).

24

Id. § 71(b). Similarly, an Ontario corporation may not exercise trust powers unless it has been registered as a trust company. Section 30(1) of the OTCA requires the supervising authority to determine, distinguish, and register corporations required to be registered by the statute. Furthermore, under Section 33 of the OTCA, an application must be rejected if the corporation has not demonstrated that it has the capacity and power to engage in activities of a trust corporation.

25

National Banking Act, 12 U.S.C. 161, 12 CFR 4.11(a).

26

12 CFR 4.11(b)(4).

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

11


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

27

National Banking Act, 12 U.S.C. 92a(c).

28

National Banking Act, 12 U.S.C. 92a(k); 12 CFR 9.17(b). Virtually all state-chartered banks that act as trustees under qualified indentures are also subject to federal supervision or examination for standards of safety and soundness through the Board of Governors of the Federal Reserve System, Federal Reserve Act, 12 U.S.C. 248(a), 325, 481, or the Federal Deposit Insurance Corporation, Id. 12 U.S.C. 1817.

29

CDICA, §§ 27–30.

30

CTCA, § 92(1).

31

OSFI, Examination Framework for Deposit–Taking Institutions at 2.

32

CTCA § 92(2).

33

CTCA § 91.1(1). A similar regulatory structure is applicable to Ontario trust companies. For example, Ontario trust companies are subject to supervisory prescriptions including the requirement to file financial and other information with the Superintendent of Deposit Institutions. OTCA § 134. Ontario trust companies are subject to annual examinations by the superintendent. Id. § 184(1). The corporation’s annual return, which includes financial statements and an auditor’s report, is required to outline the financial condition and affairs of the corporation for the fiscal year. Id. § 135. Regulations under the Ontario statute prescribe forms, fees, retention of records by the trustee, financial statements and method of preparation, calculation of capital base, auditors’ reports, and qualifications for officers of the trustee. Id. § 223.

34

CDICA § 28(1). Provincial trust company regulators in the province of incorporation usually conduct the examination on behalf of CDIC pursuant to arrangements between CDIC and the responsible provincial agency. OSFI conducts some examinations on behalf of CDIC under similar arrangements.

35

Id. § 29(b) and (c).

36

Id. § 30(1).

37

Id. § 31.

38

Draft National Policy Statement No. 45—Multijurisdictional Disclosure System at 24.

39

Id.

40

Under Section 98(1) of the Company Act (British Columbia), 1979, (“British Columbia Company Act”) at least one indenture trustee is required to be eligible to do business in British Columbia, or authorized to conduct trust business under the Financial Institutions Act.

41

17 CFR 269.1.

42

15 U.S.C. 77jjj(a)(2).

43

See CTCA § 15(2)(e).

44

OTCA, § 33(a).

45

Trust Companies and Savings Companies Act (Quebec), 1987, Rev.Stat. Chap. 95 § 227(4).

46

See CBCA § 83(1); OBCA § 48(1).

47

The Canadian securities regulators have advised that currently virtually all of the indenture trustee business is conducted by Central Guaranty Trust Company, a Canada corporation; Montreal Trust, through Montreal Trust Company of Canada, a Canada corporation, and Montreal Trust Company, a Quebec corporation; the National Trust Company, an Ontario corporation; and The Royal Trust Company, a Quebec corporation. Each of the provincially incorporated trust companies is a member of the CDIC.

48

See Section 302(a) [15 U.S.C. 77bbb(a)]; House Report No. 1016, 76th Cong., 1st Sess., (June 30, 1939) (“H.Rep. 1016”) “A. General Statement. Scope of the bill.” and “B. Objectives and Method of Operation of the Bill. Method of operation of the bill.” See also Securities and Exchange Commission, Report on the Study and Investigation of the Work, Activities, Personnel and Functions of Protective and Reorganization Committees. Part VI: Trustees under Indentures (June 18, 1936).

49

See Section 302(b) [15 U.S.C. 77bbb(b)].

50

H.Rep. 1016 “B. Objectives and Method of Operation of the Bill. Correction of trust indenture.”

51

Section 310(a) and (b) [15 U.S.C. 77jjj(a) and (b)].

52

Section 311(a) [15 U.S.C. 77kkk(a)].

53

Section 312(b) and (c) [15 U.S.C. 77lll(b) and (c)].

54

Section 314(a) [15 U.S.C. 77nnn(a)].

55

Section 313(a) and (b) [15 U.S.C. 77mmm(a) and (b)].

56

Section 315 [15 U.S.C. 77ooo].

57

Section 317(a) [15 U.S.C. 77qqq(a)]. See Senate Report at 30–31.

58

15 U.S.C. 77aaa – 77rrr(a).

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

12


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

59

Section 316(b) [15 U.S.C. 77ppp(b)].

60

Section 322(b) [15 U.S.C. 77vvv(b)].

61

CBCA § 82(1) (“any deed, indenture or other instrument, including any supplement or amendment thereto, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued thereunder”). See also OBCA § 46(1)(b).

62

See id. § 3(1) (making the CBCA applicable to every corporation incorporated thereunder and every body corporate continued as a corporation under the CBCA that has not been discontinued thereunder). Thus, those corporations incorporated by Act of Parliament or by provincial acts and who would become subject to the CBCA were not required to dissolve and form de novo under the CBCA, but instead would be deemed to have continued their corporate existence under the new statute.

63

Id. § 82(2). Compare OBCA § 46(2) (applicable if debt securities are offered by prospectus in Ontario).

64

See id. § 2(1).

65

Id. § 82(3). See infra note 93 for a discussion of the limited use of this authority.

66

Id. § 83(1). See also OBCA § 48(1).

67

Id. § 91 (trustee required to “act honestly and in good faith with a view to the best interests of the holders” and “exercise the care, diligence and skill of a reasonably prudent trustee”). See also OBCA § 47.

68

Id. § 85(1) (“a holder” of indenture securities may require the trustee to furnish information on holders of securities issued under the indenture). See also, OBCA § 52 (providing that “any person” may require the trustee to provide a list containing information similar to that required by CBCA § 85(1)).

69

15 U.S.C. 77jjj – 77rrr(a).

70

15 U.S.C. 77bbb.

71

Canada Business Corporations Act (CCH) Canada Corp.L.Rep. ¶4910 at 1390–1391 (1989) (“Canada Corp.L.Rep.”).

72

Id. at 1390 (the federal act and the OBCA “establish a basic code of behavior for trustees under trust indentures”). The CBCA imposes statutory standards that are applicable “irrespective of any contradictory term in a trust indenture,” R.A. Kingston, Canada Corporation Manual at 6–101; and the provisions with respect to the conduct of trustees “applies to all current trust indentures, whether or not other provision has been made in this regard,” see Canada Corp.L.Rep. ¶5085 at 1409.

73

Id. ¶4935 at 1397–1398. See also, Trust Indenture Act Manual at 10–11.

74

Sections 310(b)(1) – 310(b)(10) [15 U.S.C. 77jjj(b)(1) – 77jjj(b)(10)].

75

CBCA § 83(1). See also OBCA § 48(1).

76

See id. § 91. See also OBCA § 47(1).

77

Section 315(c) [15 U.S.C. 77ooo(c)].

78

Section 315(d) [15 U.S.C. 77ooo(d)].

79

CBCA § 93. See also, Canada Corp.L.Rep. ¶ 5085.

80

Section 315(b) [15 U.S.C. 77ooo(b)]; CBCA § 90. See also OBCA § 51(1). While the Trust Indenture Act does not authorize a trustee to withhold notice of payment defaults, the CBCA and the OBCA would authorize the trustee to withhold notice, if such trustee believes that to be in the “best interests” of the holders. In any event, such trustee would be required to notify the issuer or guarantor of its determination.

81

Section 312(b) [15 U.S.C. 77lll(b) ]; CBCA § 85(1). See OBCA § 52. See also, supra note 68.

82

15 U.S.C. 77ppp(b).

83

Trust Indentures. Hearings on H.R. 2191 and H.R. 5220 before a Subcommittee of the Committee on Interstate and Foreign Commerce. House of Representatives, 76th Cong., 1st Sess. 284–85 (1939).

84

Id. at 285.

85

OBCA §§ 46 – 52.

86

See Business Corporations Act of Alberta, Alta.Stat. c. B–15 (1981) §§ 77 – 88; The Company Act of British Columbia, B.C.Rev.Stat. c. 59 (1979) ( “British Columbia Company Act”) §§ 96 – 107; The Corporations Act of Manitoba, Man.Rev.Stat. c. C225 (1987) §§ 77 – 88; The Corporations Act of Newfoundland, Nfld.Stat. c. 12 (1986) (“Newfoundland Corporations Act”) §§ 141 – 154; The Business Corporations Act of Saskatchewan, Sask.Rev.Stat. c. B–10 (1978) §§ 77 – 88; and Business Corporations Act of the Yukon, Yuk.Rev.Stat. c. 15 (1986) §§ 82 – 93.

Certain Canadian political subdivisions have no legislation regulating trust indentures (New Brunswick, Nova Scotia, Prince Edward Island, and Quebec). Most debt offerings made in those provinces by prospectus are also made by prospectus in Ontario, in which case the trust indenture requirements of the OBCA apply.

87

OBCA § 46(4). This exemptive authority may be exercised to the extent the Ontario Securities Commission is satisfied that it would not be prejudicial to the public interest.

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

13


MULTIJURISDICTIONAL DISCLOSURE; ELIGIBILITY OF..., Release No. 244 (1991)

 

 

88

Section 97 of the British Columbia Company Act makes the provisions regulating trust indentures applicable, unless certain limited securities act exemptions are available, which has the effect of excluding coverage if no public distribution occurs. See CBCA § 82(2). Rather than imposing monetary fines and/or imprisonment for misuse of an indenture security holders’ list (compare CBCA § 85(6)), Section 99(4) of the BCCA provides that an indenture security holder may apply to the court for an order compelling the trustee to furnish the bondholders’ list.

89

Section 98(2) of the British Columbia Company Act prohibits appointment of a trustee if a material conflict of interest exists in its fiduciary role as trustee, which differs from the CBCA restriction of a conflict in such trustee’s role “in any other capacity.” Compare CBCA § 83(1).

90

The trustee is required by Section 105(a) of the British Columbia Company Act to act “in good faith and in a commercially reasonable manner.” Compare CBCA § 91(a) (trustee to “act honestly and in good faith”). It appears that to the extent the “prudent trustee” standard is modified by a requirement that such trustee act in a “commercially reasonable manner,” the British Columbia Company Act may not offer protection to investors comparable to that provided by the “prudent man” standard of Section 315(c) of the Trust Indenture Act [[15 U.S.C. 77ooo(c) ].

91

See supra note 86.

92

OBCA § 46(4). This exemptive authority may be exercised to the extent the Ontario Securities Commission is satisfied that it would not be prejudicial to the public interest.

93

Section 82(3) of the CBCA grants to the Director discretionary authority to exempt a trust indenture from regulation under the CBCA, provided that such indenture is subject to the law of another province or foreign jurisdiction that is “substantially equivalent” to the CBCA. That authority has been used only in connection with offerings by issuers incorporated under the CBCA, when they were making offerings in the United States. In connection with such offerings, the Director has granted exemptions from the CBCA for Canadian issuers that complied with the Trust Indenture Act. In granting those exemptions, the Director determined that the Trust Indenture Act was substantially equivalent to the CBCA.

Release No. 244 (S.E.C. Release No.), Release No. 2261, Release No. 6889, Release No.

39-2261, Release No. 33-6889, Release No. IS—244, 48 S.E.C. Docket 646, 1991 WL 296481

 

 

End of Document

   © 2020 Thomson Reuters. No claim to original U.S. Government Works.

 

 

LOGO © 2020 Thomson Reuters. No claim to original U.S. Government Works.

  

14


Exhibit 8(b)

 

LOGO

CANADA

 

CONSOLIDATION    CODIFICATION
Trust and Loan Companies Act    Loi sur les sociétés de fiducie et de prêt
S.C. 1991, c. 45    L.C. 1991, ch. 45
Current to February 11, 2020    À jour au 11 février 2020
Last amended on June 17, 2019    Dernière modification le 17 juin 2019
Published by the Minister of Justice at the following address:    Publié par le ministre de la Justice à l’adresse suivante :
http://laws-lois.justice.gc.ca    http://lois-laws.justice.gc.ca


  
      

 

OFFICIAL STATUS

OF CONSOLIDATIONS

Subsections 31(1) and (2) of the Legislation Revision and Consolidation Act, in force on June 1, 2009, provide as follows:

Published consolidation is evidence

31 (1) Every copy of a consolidated statute or consolidated regulation published by the Minister under this Act in either print or electronic form is evidence of that statute or regulation and of its contents and every copy purporting to be published by the Minister is deemed to be so published, unless the contrary is shown.

Inconsistencies in Acts

(2) In the event of an inconsistency between a consolidated statute published by the Minister under this Act and the original statute or a subsequent amendment as certified by the Clerk of the Parliaments under the Publication of Statutes Act, the original statute or amendment prevails to the extent of the inconsistency.

LAYOUT

The notes that appeared in the left or right margins are now in boldface text directly above the provisions to which they relate. They form no part of the enactment, but are inserted for convenience of reference only.

NOTE

This consolidation is current to February 11, 2020. The last amendments came into force on June 17, 2019. Any amendments that were not in force as of February 11, 2020 are set out at the end of this document under the heading “Amendments Not in Force”.

CARACTÈRE OFFICIEL

DES CODIFICATIONS

Les paragraphes 31(1) et (2) de la Loi sur la révision et la codification des textes législatifs, en vigueur le 1er juin 2009, prévoient ce qui suit :

Codifications comme élément de preuve

31 (1) Tout exemplaire d’une loi codifiée ou d’un règlement codifié, publié par le ministre en vertu de la présente loi sur support papier ou sur support électronique, fait foi de cette loi ou de ce règlement et de son contenu. Tout exemplaire donné comme publié par le ministre est réputé avoir été ainsi publié, sauf preuve contraire.

Incompatibilité — lois

(2) Les dispositions de la loi d’origine avec ses modifications subséquentes par le greffier des Parlements en vertu de la Loi sur la publication des lois l’emportent sur les dispositions incompatibles de la loi codifiée publiée par le ministre en vertu de la présente loi.

MISE EN PAGE

Les notes apparaissant auparavant dans les marges de droite ou de gauche se retrouvent maintenant en caractères gras juste au-dessus de la disposition à laquelle elles se rattachent. Elles ne font pas partie du texte, n’y figurant qu’à titre de repère ou d’information.

NOTE

Cette codification est à jour au 11 février 2020. Les dernières modifications sont entrées en vigueur le 17 juin 2019. Toutes modifications qui n’étaient pas en vigueur au 11 février 2020 sont énoncées à la fin de ce document sous le titre « Modifications non en vigueur ».

 

 

 

Current to February 11, 2020         À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


  
      

 

TABLE OF PROVISIONS

An Act to revise and amend the law governing federal trust and loan companies and to provide for related and consequential matters

 

 

Short Title

  

1

 

Short title

  
 

PART I

  
 

Interpretation and Application

  
 

Definitions

  

2

 

Definitions

  
 

Interpretation

  

2.1

 

Major shareholder

  

2.2

 

Widely held

  

2.3

 

Regulations — distributing company

  

3

 

Control

  

4

 

Holding body corporate

  

5

 

Subsidiary

  

6

 

Affiliated entities

  

7

 

Shareholder

  

8

 

Significant interest

  

9

 

Acting in concert

  

10

 

Substantial investment in body corporate

  

11.1

 

WTO Member resident

  
 

Application

  

12

 

Application of Act

  

13

 

Conflicting provisions

  
 

PART II

  
 

Status and Powers

  

14

 

Corporate powers

  

15

 

No invalidity

  

16

 

By-law not necessary

  

17

 

No personal liability

  

18

 

No constructive notice

  

19

 

Authority of directors and officers

  

TABLE ANALYTIQUE

Loi remaniant et modifiant la législation régissant les sociétés de fiducie et de prêt fédérales et comportant des mesures connexes et corrélatives

 

 

Titre abrégé

  

1

 

Titre abrégé

  
 

PARTIE I

  
 

Définitions et application

  
 

Définitions

  

2

 

Définitions

  
 

Interprétation

  

2.1

 

Actionnaire important

  

2.2

 

Participation multiple

  

2.3

 

Règlements — société ayant fait appel au public

  

3

 

Contrôle

  

4

 

Société mère

  

5

 

Filiale

  

6

 

Groupe

  

7

 

Actionnaire

  

8

 

Intérêt substantiel

  

9

 

Action concertée

  

10

 

Intérêt de groupe financier dans une personne morale

  

11.1

 

Définition de résident d’un membre de l’OMC

  
 

Application

  

12

 

Champ d’application

  

13

 

Conflit

  
 

PARTIE II

  
 

Pouvoirs

  

14

 

Pouvoirs

  

15

 

Survie des droits

  

16

 

Pouvoirs particuliers

  

17

 

Absence de responsabilité personnelle

  

18

 

Absence de présomption de connaissance

  

19

 

Prétentions interdites

  

 

 

 

Current to February 11, 2020    iii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

20

 

Sunset provision

  
 

PART III

Incorporation, Continuance and

Discontinuance

  
 

Formalities of Incorporation

  

21

 

Incorporation of company

  

22

 

Restrictions on incorporation

  

23

 

Subsidiary of foreign institution

  

24

 

Application for incorporation

  

25

 

Objections to incorporation

  

26

 

Matters for consideration

  

27

 

Contents of letters patent

  

28

 

Notice of issue of letters patent

  

29

 

First directors

  

30

 

Effect of letters patent

  
 

Continuance

  

31

 

Federal corporations

  

32

 

Application for continuance

  

33

 

Power to issue letters patent

  

34

 

Effect of letters patent

  

35

 

Copy of letters patent

  

36

 

Effects of continuance

  

37

 

Transitional

  
 

Discontinuance

  

38

 

Transferring to other federal Acts

  

39

 

Act ceases to apply

  
 

Corporate Name

  

41

 

Prohibited names

  

42

 

Trust company

  

43

 

Affiliated company

  

44

 

French or English form of name

  

45

 

Reserved name

  

46

 

Directing change of name

  

47

 

Restriction re trust company name

  

48

 

Subsidiaries

  

48.1

 

Definition of reserved name

  

20

 

Temporarisation

  
 

PARTIE III

  
 

Constitution, prorogation et cessation

  
 

Formalités constitutives

  

21

 

Constitution

  

22

 

Restrictions

  

23

 

Filiale d’institution étrangère

  

24

 

Demande

  

25

 

Avis d’opposition

  

26

 

Facteurs à prendre en compte

  

27

 

Teneur

  

28

 

Avis de délivrance

  

29

 

Premiers administrateurs

  

30

 

Effet des lettres patentes

  
 

Prorogation

  

31

 

Personnes morales fédérales

  

32

 

Demande de prorogation

  

33

 

Pouvoir de délivrance

  

34

 

Effet

  

35

 

Transmission des lettres patentes

  

36

 

Effets de la prorogation

  

37

 

Disposition transitoire

  
 

Cessation

  

38

 

Prorogation sous le régime d’autres lois fédérales

  

39

 

Cessation

  
 

Dénomination sociale

  

41

 

Dénominations prohibées

  

42

 

Société de fiducie

  

43

 

Société faisant partie d’un groupe

  

44

 

Français ou anglais

  

45

 

Réservation de la dénomination

  

46

 

Changement obligatoire

  

47

 

Restrictions

  

48

 

Filiales

  

48.1

 

Définition de raison sociale prohibée

  

 

 

 

Current to February 11, 2020    iv    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

  PART IV
  Organization and Commencement
  Organization Meetings

49

  First directors’ meeting

50

  Calling shareholders’ meeting

51

  Term of first directors
  Commencement and Carrying on of Business

52

  Order to commence and carry on business

53

  Authority to make order

54

  No payments before order

55

  Deposits and investments before order

56

  Conditions for order

57

  Authorization in order

58

  Variations

59

  Public notice

60

  Cessation of existence

61

  Allowed disbursements
  PART V
  Capital Structure
  Share Capital

62

  Power to issue shares

63

  Common shares

64

  Classes of shares

65

  Shares issued in series

66

  One share, one vote

67

  Shares non-assessable

68

  Consideration for share

69

  Stated capital account

70

  Stated capital of continued company

71

  Pre-emptive right

72

  Conversion privileges

73

  Holding of own shares

74

  Purchase and redemption of shares
75   Holding as personal representative

75.1

  Exception — conditions before acquisition

76

  Cancellation of shares

77

  Subsidiary holding shares
  PARTIE IV   
  Organisation et fonctionnement   
  Réunions   

49

  Réunion constitutive   

50

  Convocation d’une assemblée des actionnaires   

51

  Mandat des premiers administrateurs   
  Fonctionnement initial   

52

  Autorisation de fonctionnement   

53

  Ordonnance   

54

  Interdiction de payer les frais avant l’agrément   

55

  Dépôts ou placements préalables   

56

  Conditions   

57

  Autorisation spéciale   

58

  Modification   

59

  Avis public   

60

  Cessation d’existence   

61

  Paiements autorisés   
  PARTIE V   
  Structure du capital   
  Capital-actions   

62

  Pouvoir d’émission   

63

  Actions ordinaires   

64

  Catégories d’actions et leurs droits   

65

  Émission d’actions en série   

66

  Droits de vote   

67

  Limite de responsabilité   

68

  Contrepartie des actions   

69

  Compte capital déclaré   

70

  Capital déclaré : société prorogée   

71

  Droit de préemption   

72

  Privilèges de conversion   

73

  Détention par la société de ses propres actions   

74

  Rachat d’actions   

75

  Exception — représentant personnel   

75.1

  Exception — conditions préalables   

76

  Annulation des actions   

77

  Filiale détentrice d’actions   
 

 

Current to February 11, 2020    v    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

 

78

 

Reduction of capital

  

79

 

Recovery by action

  

80

 

Adjustment of stated capital account

  

81

 

Addition to stated capital account

  

82

 

Declaration of dividend

  
 

Subordinated Indebtedness

  

83

 

Restriction on subordinated indebtedness

  
 

Security Certificates and Transfers

  

84

 

Definitions

  

85

 

Provisions governing transfers of securities

  

86

 

Security a negotiable instrument

  

87

 

Status of guarantor

  

88

 

Rights of holder

  

89

 

Signatures

  

90

 

Contents of share certificate

  

91

 

Restrictions and charges

  

92

 

Particulars of class

  

93

 

Fractional share

  

94

 

Scrip certificates

  

95

 

Holders of fractional shares

  

96

 

Dealings with registered owner

  

97

 

Minors

  

98

 

Joint shareholders

  

99

 

Transmission of securities

  

100

 

Over-issue

  

101

 

Burden of proof

  

102

 

Securities fungible

  

103

 

Notice of defect

  

104

 

Unauthorized signature

  

105

 

Completion or alteration

  

106

 

Warranties of agents

  

107

 

Title of purchaser

  

108

 

Deemed notice of adverse claim

  

109

 

Notice of fiduciary duty

  

110

 

Staleness as notice

  

111

 

Warranties to issuer

  

112

 

Right to compel endorsement

  

113

 

Definition of appropriate person

  

78

 

Réduction de capital

  

79

 

Action en recouvrement

  

80

 

Régularisation du compte capital déclaré

  

81

 

Inscription

  

82

 

Déclaration de dividende

  
 

Titres secondaires

  

83

 

Restriction : titre secondaire

  
 

Certificats de valeurs mobilières et transferts

  

84

 

Définitions

  

85

 

Transferts

  

86

 

Effets négociables

  

87

 

Caution d’un émetteur

  

88

 

Droits du détenteur

  

89

 

Signatures

  

90

 

Contenu du certificat d’action

  

91

 

Restrictions et charges

  

92

 

Détails

  

93

 

Fraction d’action

  

94

 

Certificat provisoire

  

95

 

Détenteurs de fractions d’actions

  

96

 

Relations avec le propriétaire inscrit

  

97

 

Mineurs

  

98

 

Codétenteurs

  

99

 

Transmission de valeurs mobilières

  

100

 

Émission excédentaire

  

101

 

Charge de la preuve

  

102

 

Valeurs mobilières fongibles

  

103

 

Avis du vice

  

104

 

Signature non autorisée

  

105

 

Valeur mobilière à compléter

  

106

 

Garanties des mandataires

  

107

 

Titre de l’acquéreur

  

108

 

Présomption d’opposition

  

109

 

Avis du mandat d’un fiduciaire

  

110

 

Péremption valant avis d’opposition

  

111

 

Garanties à l’émetteur

  

112

 

Droit d’exiger l’endossement

  

113

 

Définition de personne compétente

  

 

 

 

Current to February 11, 2020    vi    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

114   Endorsement   
115   Immunity of endorser   
116   Partial endorsement   
117   Effect of failure by fiduciary to comply   
118   Effect of endorsement without delivery   
119   Endorsement in bearer form   
120   Effect of unauthorized endorsement   
121   Warranties of guarantor of signature   
122   Constructive delivery of a security   
123   Constructive ownership of security   
124   Delivery of security   
125   Right to reclaim possession   
126   Right to requisites for registration   
127   Seizure of security   
128   No conversion if good faith delivery   
129   Duty to register transfer   
130   Assurance of endorsements   
131   Notice from additional documentation   
132   Limited duty of inquiry   
133   Inquiry into adverse claims   
134   Duration of notice of adverse claim   
135   Limitation on issuer’s liability   
136   Lost or stolen security   
137   Authenticating agent’s duty   
138   Notice to agent   
  PART VI   
  Corporate Governance   
  Shareholders   
139   Place of meetings   
140   Calling meetings   
141   Notice of meeting   
142   Notice not required   
143   Notice of adjourned meeting   
144   Special business   
145   Waiver of notice   
146   Proposals   
147   Notice of refusal   
114   Endossement   
115   Absence de responsabilité de l’endosseur   
116   Endossement partiel   
117   Manquements du représentant   
118   Effet de l’endossement sans livraison   
119   Endossement au porteur   
120   Effet d’un endossement non autorisé   
121   Garantie de la signature   
122   Présomption de livraison   
123   Présomption de propriété   
124   Livraison d’une valeur mobilière   
125   Droit de demander la remise en possession   
126   Droit d’obtenir les pièces nécessaires à l’inscription   
127   Saisie d’une valeur mobilière   
128   Non-responsabilité du mandataire ou dépositaire de bonne foi   
129   Inscription obligatoire du transfert   
130   Garantie de l’effet juridique de l’endossement   
131   Assurances supplémentaires   
132   Obligation de s’informer   
133   Recherche des oppositions   
134   Durée de validité de l’avis   
135   Limites de responsabilité   
136   Avis de perte ou vol   
137   Droits et obligations des mandataires   
138   Avis au mandataire   
  PARTIE VI   
  Administration de la société   
  Actionnaires   
139   Lieu des assemblées   
140   Convocation des assemblées   
141   Avis des assemblées   
142   Exception   
143   Ajournement   
144   Questions particulières   
145   Renonciation à l’avis   
146   Propositions   
147   Avis de refus   
 

 

Current to February 11, 2020    vii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

148

 

List of shareholders entitled to notice

  

149

 

Quorum

  

150

 

One shareholder meeting

  

151

 

One share — one vote

  

152

 

Representative shareholder

  

153

 

Joint shareholders

  

154

 

Voting by hands or ballot

  

155

 

Resolution in lieu of meeting

  

156

 

Requisitioned meeting

  

157

 

Court may order meeting to be called

  

158

 

Court review of election

  

159

 

Notice to Superintendent

  

160

 

Pooling agreement

  
 

Proxies

  

160.01

 

Definitions

  

160.02

 

Appointing proxyholder

  

160.03

 

Deposit of proxies

  

160.04

 

Mandatory solicitation

  

160.05

 

Soliciting proxies

  

160.06

 

Attendance at meeting

  

160.07

 

Duty of intermediary

  

160.071

  Exemption   

160.08

 

Restraining order

  
 

Directors and Officers

  
 

Duties

  

161

 

Duty to manage

  

162

 

Duty of care

  
 

Qualification and Number — Directors

  

163

 

Minimum number of directors

  

164

 

Disqualified persons

  

165

 

No shareholder requirement

  

166

 

Affiliated person

  

166.1

 

Affiliated director determination

  

167

 

Unaffiliated directors

  

168

 

Limit on directors

  
 

Election and Tenure — Directors

  

169

 

Number of directors

  

169.1

 

Election or appointment as director

  

148

 

Liste des actionnaires

  

149

 

Quorum

  

150

 

Assemblée à actionnaire unique

  

151

 

Une voix par action

  

152

 

Représentant

  

153

 

Coactionnaires

  

154

 

Vote au scrutin secret ou à main levée

  

155

 

Résolution tenant lieu d’assemblée

  

156

 

Demande de convocation

  

157

 

Convocation de l’assemblée par le tribunal

  

158

 

Révision d’une élection

  

159

 

Avis au surintendant

  

160

 

Convention de vote

  
 

Procurations

  

160.01

 

Définitions

  

160.02

 

Nomination d’un fondé de pouvoir

  

160.03

 

Remise des procurations

  

160.04

 

Sollicitation obligatoire

  

160.05

 

Sollicitation de procuration

  

160.06

 

Présence à l’assemblée

  

160.07

 

Devoir de l’intermédiaire

  

160.071

  Exemption réglementaire   

160.08

 

Ordonnance

  
 

Administrateurs et dirigeants

  
 

Obligations

  

161

 

Obligation de gérer

  

162

 

Diligence

  
 

Administrateurs — Nombre et qualités requises

  

163

 

Nombre d’administrateurs

  

164

 

Incapacité d’exercice

  

165

 

Qualité d’actionnaire non requise

  

166

 

Groupe

  

166.1

 

Même groupe

  

167

 

Restriction

  

168

 

Restriction

  
 

Administrateurs — Élections et fonctions

  

169

 

Nombre

  

169.1

 

Consentement à l’élection ou à la nomination

  
 

 

Current to February 11, 2020    viii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

170

 

Term of directors

  

171

 

Determining election of directors

  

172

 

Cumulative voting

  

173

 

Re-election of directors

  
 

Incomplete Elections and Director Vacancies

  

174

 

Void election or appointment

  

175

 

Directors where elections incomplete or void

  

176

 

Ceasing to hold office

  

177

 

Removal of director

  

178

 

Statement of director

  

179

 

Circulation of statement

  

180

 

Shareholders filling vacancy

  

181

 

Directors filling vacancy

  

182

 

Class vacancy

  

183

 

Unexpired term

  

183.1

 

Additional directors

  
 

Meetings of the Board

  

184

 

Meetings required

  

185

 

Notice of meeting

  

186

 

Quorum

  

187

 

Resident Canadian majority

  

187.1

 

Presence of unaffiliated director

  

188

 

Electronic meeting

  

188.1

 

Resolution outside board meeting

  

189

 

Dissent of director

  

190

 

Record of attendance

  

191

 

Meeting required by Superintendent

  
 

By-laws

  

192

 

By-laws

  

193

 

Shareholder proposal of by-law

  

194

 

By-laws of former-Act company

  

195

 

By-laws re remuneration

  

196

 

Deemed by-laws

  
 

Committees of the Board

  

197

 

Committees

  

198

 

Audit committee

  

199

 

Conduct review committee

  

170

 

Durée du mandat

  

171

 

Élection des administrateurs

  

172

 

Vote cumulatif

  

173

 

Renouvellement de mandat

  
 

Élections incomplètes et vacances d’administrateurs

  

174

 

Nullité de l’élection ou de la nomination

  

175

 

Administrateurs en cas d’élection incomplète ou nulle

  

176

 

Fin du mandat

  

177

 

Révocation des administrateurs

  

178

 

Déclaration de l’administrateur

  

179

 

Diffusion de la déclaration

  

180

 

Élection par actionnaires

  

181

 

Manière de combler les vacances

  

182

 

Administrateurs élus pour une catégorie d’actions

  

183

 

Exercice du mandat

  

183.1

 

Nominations entre les assemblées annuelles

  
 

Réunions du conseil d’administration

  

184

 

Nombre minimal de réunions

  

185

 

Avis de la réunion

  

186

 

Quorum

  

187

 

Majorité de résidents canadiens

  

187.1

 

Présence d’un administrateur qui n’est pas du groupe

  

188

 

Participation par téléphone

  

188.1

 

Résolution tenant lieu de réunion

  

189

 

Désaccord

  

190

 

Registre de présence

  

191

 

Réunion convoquée par le surintendant

  
 

Règlements administratifs

  

192

 

Règlements administratifs

  

193

 

Proposition d’un actionnaire

  

194

 

Règlements administratifs des sociétés antérieures

  

195

 

Rémunération

  

196

 

Présomption

  
 

Comités du conseil d’administration

  

197

 

Comités

  

198

 

Comité de vérification

  

199

 

Comité de révision

  
 

 

Current to February 11, 2020    ix    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

 

Directors and Officers — Authority

  

200

 

Chief executive officer

  

201

 

Appointment of officers

  

202

 

Limits on power to delegate

  

203

 

Exercise of trustee powers

  

204

 

Remuneration of directors, officers and employees

  

205

 

Validity of acts

  

206

 

Right to attend meetings

  
 

Conflicts of Interest

  

207

 

Disclosure of interest

  

208

 

Director to abstain

  

209

 

General notice

  

210

 

Avoidance standards

  

211

 

Court may set aside or require accounting

  
 

Liability, Exculpation and Indemnification

  

212

 

Director liability

  

213

 

Contribution

  

214

 

Limitation

  

215

 

Directors liable for wages

  

216

 

Defence — due diligence

  

217

 

Indemnification

  

218

 

Directors’ and officers’ insurance

  

219

 

Application to court for indemnification

  
 

Fundamental Changes

  
 

Amendments

  

220

 

Incorporating instrument

  

221

 

Letters patent to amend

  

222

 

By-laws

  

223

 

Class vote

  

224

 

Separate resolutions

  

225

 

Revoking resolution

  

226

 

Proposal to amend

  

227

 

Rights preserved

  
 

Amalgamation

  

228

 

Application to amalgamate

  

229

 

Amalgamation agreement

  

230

 

Approval of agreement by Superintendent

  

231

 

Shareholder approval

  

232

 

Vertical short-form amalgamation

  
 

Mandat des administrateurs et dirigeants

  

200

 

Premier dirigeant

  

201

 

Nomination des dirigeants

  

202

 

Interdictions

  

203

 

Exercice des pouvoirs de fiduciaire

  

204

 

Rémunération

  

205

 

Validité des actes

  

206

 

Présence aux assemblées

  
 

Conflits d’intérêts

  

207

 

Communication des intérêts

  

208

 

Vote

  

209

 

Avis général d’intérêt

  

210

 

Effet de la communication

  

211

 

Ordonnance du tribunal

  
 

Responsabilité, exonération et indemnisation

  

212

 

Responsabilité des administrateurs

  

213

 

Répétition

  

214

 

Prescription

  

215

 

Responsabilité des administrateurs envers les employés

  

216

 

Défense de diligence raisonnable

  

217

 

Indemnisation

  

218

 

Assurance des administrateurs et dirigeants

  

219

 

Demande au tribunal

  
 

Modifications de structure

  
 

Modifications

  

220

 

Acte constitutif

  

221

 

Lettres patentes modificatives

  

222

 

Règlements administratifs

  

223

 

Vote par catégorie

  

224

 

Résolutions distinctes

  

225

 

Annulation

  

226

 

Proposition de modification

  

227

 

Maintien des droits

  
 

Fusion

  

228

 

Demande de fusion

  

229

 

Convention de fusion

  

230

 

Approbation du surintendant

  

231

 

Approbation des actionnaires

  

232

 

Fusion verticale simplifiée

  
 

 

Current to February 11, 2020    x    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

233

 

Joint application to Minister

  

234

 

Issue of letters patent

  

234.1

 

Court enforcement

  

235

 

Effect of letters patent

  

236

 

Transitional

  
 

Transfer of Business

  

237

 

Sale by company

  

238

 

Agreement to Superintendent

  

239

 

Shareholder approval

  

240

 

Abandoning sale

  

241

 

Application to Minister

  
 

Corporate Records

  
 

Head Office and Corporate Records

  

242

 

Head office

  

243

 

Company records

  

244

 

Place of records

  

245

 

Shareholder lists

  

246

 

Option holders

  

247

 

Use of shareholder list

  

248

 

Form of records

  

249

 

Protection of records

  

250

  Requirement to maintain copies and process information in Canada   

251

 

Retention of records

  

252

 

Regulations

  
 

Securities Registers

  

253

 

Central securities register

  

254

 

Branch registers

  

255

 

Agents

  

256

 

Location of central securities register

  

257

 

Effect of registration

  

258

 

Particulars in branch register

  

259

 

Destruction of certificates

  
 

Corporate Name and Seal

  

260

 

Publication of name

  

261

 

Corporate seal

  
 

Insiders

  

270

 

Definitions

  

233

 

Approbation de la convention par le ministre

  

234

 

Lettres patentes de fusion

  

234.1

 

Ordonnance

  

235

 

Effet des lettres patentes

  

236

 

Disposition transitoire

  
 

Ventes d’éléments d’actif

  

237

 

Vente par la société

  

238

 

Envoi de convention au surintendant

  

239

 

Approbation des actionnaires

  

240

 

Annulation

  

241

 

Demande au ministre

  
 

Livres et registres

  
 

Siège et livres

  

242

 

Siège

  

243

 

Livres

  

244

 

Lieu de conservation

  

245

 

Liste des actionnaires

  

246

 

Détenteurs d’options

  

247

 

Utilisation de la liste des actionnaires

  

248

 

Forme des registres

  

249

 

Précautions

  

250

 

Lieu de conservation et de traitement des données

  

251

 

Conservation des livres et registres

  

252

 

Règlements

  
 

Registres des valeurs mobilières

  

253

 

Registre central des valeurs mobilières

  

254

 

Registres locaux

  

255

 

Mandataires

  

256

 

Lieu de conservation

  

257

 

Effet de l’enregistrement

  

258

 

Conditions

  

259

 

Destruction des certificats

  
 

Dénomination sociale et sceau

  

260

 

Publicité de la dénomination sociale

  

261

 

Sceau

  
 

Initiés

  

270

 

Définitions

  
 

 

Current to February 11, 2020    xi    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

 

Insider Reporting

  

271

 

Insider report

  

272

 

Exemption by Superintendent

  

273

 

Regulations

  
 

Insider Trading

  

275

 

Meaning of insider

  
 

Civil Remedies

  

276

 

Extended meaning of insider

  

276.1

 

Tipping — compensation to sellers and purchasers

  

277

 

Measure of damages

  
 

Prospectus

  

278

 

Distribution

  

279

 

Order of exemption

  
 

Going-private Transactions and Squeeze-out Transactions

  

280

 

Going-private transactions

  

281

 

Squeeze-out transactions

  

282

 

Right to dissent

  
 

Compulsory Acquisitions

  

288

 

Definitions

  

289

 

Right to acquire shares

  

290

 

Offeror’s notice to dissenters

  

291

 

Share certificates and election

  

291.1

 

Deemed election

  

292

 

Payment to offeree company

  

292.1

 

Fiduciary capacity of company

  

293

 

Duty of offeree company

  

294

 

Court may fix fair value

  

295

 

Parties and notice

  

296

 

Powers of court

  

297

 

Status of dissenter

  

298

 

Payment of unclaimed money

  

298.1

 

Obligation to acquire shares

  
 

Trust Indentures

  

299

 

Definitions

  

300

 

Application

  

301

 

Exemption

  

302

 

Conflict of interest

  

303

 

Validity despite conflict

  
 

Rapport d’initié

  

271

 

Rapport d’initié

  

272

 

Ordonnance de dispense

  

273

 

Règlements

  
 

Opérations d’initiés

  

275

 

Définition de initié

  
 

Recours

  

276

 

Définition de initié

  

276.1

 

Responsabilité : divulgation par l’initié

  

277

 

Évaluation des dommages

  
 

Prospectus

  

278

 

Mise en circulation

  

279

 

Dispense

  
 

Transactions de fermeture et transactions d’éviction

  

280

 

Transactions de fermeture

  

281

 

Transactions d’éviction

  

282

 

Droit de s’opposer

  
 

Offres publiques d’achat

  

288

 

Définitions

  

289

 

Droit d’acquérir des actions

  

290

 

Avis du pollicitant aux opposants

  

291

 

Certificat d’action

  

291.1

 

Choix réputé

  

292

 

Paiement à la société pollicitée

  

292.1

 

Contrepartie

  

293

 

Obligation de la société pollicitée

  

294

 

Fixation de la juste valeur par le tribunal

  

295

 

Parties et avis

  

296

 

Pouvoirs du tribunal

  

297

 

Cas du pollicité opposant

  

298

 

Paiement des sommes non réclamées

  

298.1

 

Acquisition forcée à la demande d’un actionnaire

  
 

Acte de fiducie

  

299

 

Définitions

  

300

 

Champ d’application

  

301

 

Dispense

  

302

 

Conflits d’intérêts

  

303

 

Validité

  
 

 

Current to February 11, 2020    xii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

304

 

Removal of trustee

  

305

 

Trustee qualifications

  

306

 

List of security holders

  

307

 

Compliance with trust indentures

  

308

 

Trustee may require evidence

  

309

 

Notice of default

  

310

 

Duty of care

  

311

 

No exculpation

  
 

Financial Statements and Auditors

  
 

Annual Financial Statement

  

312

 

Financial year

  

313

 

Annual financial statement

  

314

 

Annual statement — approval

  

315

 

Statements: subsidiaries

  

316

 

Annual statement — distribution

  

317

 

Copy to Superintendent

  
 

Auditor

  

318

 

Definitions

  

319

 

Appointment of auditor

  

320

 

Qualification of auditor

  

321

 

Duty to resign

  

322

 

Revocation of appointment

  

323

 

Ceasing to hold office

  

324

 

Filling vacancy

  

325

 

Right to attend meetings

  

326

 

Statement of auditor

  

327

 

Duty of replacement auditor

  

328

 

Auditor’s examination

  

329

 

Right to information

  

330

 

Auditor’s report and extended examination

  

331

 

Auditor’s report

  

332

 

Report on directors’ statement

  

333

 

Report to officers

  

334

 

Auditor of subsidiaries

  

335

 

Auditor’s attendance

  

336

 

Calling meeting

  

337

 

Notice of errors

  

338

 

Qualified privilege for statements

  

304

 

Révocation du fiduciaire

  

305

 

Qualités requises pour être fiduciaire

  

306

 

Liste des détenteurs de valeurs mobilières

  

307

 

Preuve de l’observation

  

308

 

Présentation de la preuve au fiduciaire

  

309

 

Avis de défaut

  

310

 

Obligations du fiduciaire

  

311

 

Caractère impératif des obligations

  
 

États financiers et vérificateurs

  
 

Rapport financier annuel

  

312

 

Exercice

  

313

 

Rapport annuel

  

314

 

Approbation

  

315

 

États financiers

  

316

 

Exemplaire au surintendant

  

317

 

Envoi au surintendant

  
 

Vérificateur

  

318

 

Définitions

  

319

 

Nomination du vérificateur

  

320

 

Conditions à remplir

  

321

 

Obligation de démissionner

  

322

 

Révocation

  

323

 

Fin du mandat

  

324

 

Poste vacant comblé

  

325

 

Droit d’assister à l’assemblée

  

326

 

Déclaration du vérificateur

  

327

 

Remplaçant

  

328

 

Examen

  

329

 

Droit à l’information

  

330

 

Rapport du vérificateur au surintendant

  

331

 

Rapport du vérificateur

  

332

 

Rapport aux actionnaires

  

333

 

Rapport aux dirigeants

  

334

 

Vérification des filiales

  

335

 

Présence du vérificateur

  

336

 

Convocation d’une réunion

  

337

 

Avis des erreurs

  

338

 

Immunité (diffamation)

  
 

 

Current to February 11, 2020    xiii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

 

Remedial Actions

  

339

 

Derivative action

  

340

 

Powers of court

  

341

 

Status of shareholder approval

  

342

 

No security for costs

  

343

 

Application to rectify records

  
 

Liquidation and Dissolution

  

344

 

Definition of “court”

  

345

 

Application of subsection (2) and sections 346 to 373

  

346

 

Returns to Superintendent

  
 

Simple Liquidation

  

347

 

No property and no liabilities

  

348

 

Proposing liquidation

  

349

 

Shareholders’ resolution

  

350

 

Approval of Minister required

  

351

 

Dissolution instrument

  
 

Court-supervised Liquidation

  

352

 

Application for court supervision

  

353

 

Court supervision thereafter

  

354

 

Powers of court

  

355

 

Cessation of business and powers

  

356

 

Appointment of liquidator

  

357

 

Vacancy in liquidator’s office

  

358

 

Duties of liquidator

  

359

 

Due diligence

  

360

 

Examination of others

  

361

 

Costs of liquidation

  

362

 

Final accounts

  

363

 

Final order

  

364

 

Right to distribution of money

  

365

 

Dissolution by letters patent

  
 

General

  

366

 

Definition of shareholder and incorporator

  

367

 

Continuation of actions

  

368

 

Limitations on liability

  

369

 

Where creditor cannot be found

  

370

 

Vesting in Crown

  

371

 

Unclaimed money on winding-up

  

372

 

Liability of Bank of Canada

  
 

Recours judiciaires

  

339

 

Recours similaire à l’action oblique

  

340

 

Pouvoirs du tribunal

  

341

 

Preuve de l’approbation des actionnaires non décisive

  

342

 

Absence de cautionnement

  

343

 

Demande de rectification

  
 

Liquidation et dissolution

  

344

 

Définition de tribunal

  

345

 

Application du paragraphe (2) et des articles 346 à 373

  

346

 

Relevés fournis au surintendant

  
 

Liquidation simple

  

347

 

Dissolution en l’absence de biens et de dettes

  

348

 

Proposition de liquidation et dissolution

  

349

 

Résolution des actionnaires

  

350

 

Approbation préalable du ministre

  

351

 

Lettres patentes de dissolution

  
 

Surveillance judiciaire

  

352

 

Surveillance judiciaire

  

353

 

Surveillance

  

354

 

Pouvoirs du tribunal

  

355

 

Cessation d’activité et perte de pouvoirs

  

356

 

Nomination du liquidateur

  

357

 

Vacance

  

358

 

Obligations du liquidateur

  

359

 

Défense de diligence raisonnable

  

360

 

Demande d’interrogatoire

  

361

 

Frais de liquidation

  

362

 

Comptes définitifs

  

363

 

Ordonnance définitive

  

364

 

Droit à la répartition en numéraire

  

365

 

Dissolution au moyen de lettres patentes

  
 

Dispositions générales

  

366

 

Définitions de actionnaire et de fondateur

  

367

 

Continuation des actions

  

368

 

Remboursement

  

369

 

Créanciers inconnus

  

370

 

Dévolution à la Couronne

  

371

 

Fonds non réclamés

  

372

 

Obligation de la Banque du Canada

  
 

 

Current to February 11, 2020    xiv    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

373

 

Custody of records after dissolution

  

374

 

Insolvency

  
 

PART VII

  
 

Ownership

  
 

DIVISION I

  
 

Interpretation

  

374.1

 

Definitions

  

374.2

 

Associates

  
 

DIVISION II

  
 

Constraints on Ownership

  

375

 

Constraining acquisition

  

375.1

 

No acquisition of control without approval

  

376

 

Constraining registration

  

376.1

 

Exception — small holdings

  

377

 

Where approval not required

  

378

 

Where approval not required

  

379

 

Public holding requirement

  

380

 

Limit on assets

  

381

 

Increase of capital

  

382

 

Exemption by Minister

  

382.1

 

Continuation of exemption

  

383

 

Exception

  

384

 

Acquisition of control permitted

  

385

 

Application of section 379

  

386

 

Restriction on voting rights

  
 

Approval Process

  

387

 

Application for approval

  

388

 

Matters for consideration

  

389

 

Terms and conditions

  

390

 

Certifying receipt of application

  

391

 

Notice of decision to applicant

  

392

 

Reasonable opportunity to make representations

  

393

 

Notice of decision

  

394

 

Deemed approval

  

396

 

Constraining registration: Crown and foreign governments

  

373

 

Garde des documents

  

374

 

Collocation

  
 

PARTIE VII

  
 

Propriété

  
 

SECTION I

  
 

Définition

  

374.1

 

Définitions

  

374.2

 

Personnes liées

  
 

SECTION II

  
 

Restrictions à la propriété

  

375

 

Restrictions à l’acquisition

  

375.1

 

Interdiction d’acquérir sans l’agrément du ministre

  

376

 

Restrictions en matière d’inscription

  

376.1

 

Exception

  

377

 

Agrément non requis

  

378

 

Agrément non requis

  

379

 

Obligation en matière de détention publique

  

380

 

Limites relatives à l’actif

  

381

 

Augmentation du capital

  

382

 

Demandes d’exemption

  

382.1

 

Exception

  

383

 

Exception

  

384

 

Prise de contrôle

  

385

 

Application de l’article 379

  

386

 

Limites au droit de vote

  
 

Procédure d’agrément

  

387

 

Demande d’agrément

  

388

 

Facteurs à considérer

  

389

 

Conditions d’agrément

  

390

 

Accusé de réception

  

391

 

Avis au demandeur

  

392

 

Délai pour la présentation d’observations

  

393

 

Avis de la décision

  

394

 

Présomption

  

396

 

Restriction : Couronne et États étrangers

  
 

 

Current to February 11, 2020    xv    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

 

DIVISION III

  
 

Directions

  

401

 

Disposition of shareholdings

  

402

 

Application to court

  
 

General Provisions

  

403

 

Interest of securities underwriter

  

404

 

Arrangements to effect compliance

  

405

 

Reliance on information

  

407

 

Exemption regulations

  

408

 

Competition Act

  
 

PART VIII

  
 

Business and Powers

  
 

General Business

  

409

 

Main business

  

410

 

Additional activities

  

411

 

Networking

  

412

 

Restriction on fiduciary activities

  

413

 

Restriction on deposit taking

  

413.1

  Notice before opening account or providing prescribed product   

413.2

 

Deposits less than $150,000

  

413.3

 

Shared premises

  

414

 

Restriction on guarantees

  

415

 

Restriction on securities activities

  

415.1

 

Prohibition

  

416

 

Restriction on insurance business

  

417

 

Restriction on leasing

  

418

 

Restriction on residential mortgages

  

418.1

 

Restriction on charges to borrowers

  

419

 

Policies re security interests

  

419.1

 

Regulations and guidelines

  

419.2

 

Exception

  

420

 

Restriction on receivers

  

421

 

Restriction on partnerships

  
 

Fiduciary Activities

  

422

 

Separate and distinct

  
 

SECTION III

  
 

Arrêtés et ordonnances

  

401

 

Disposition des actions

  

402

 

Demande d’ordonnance judiciaire

  
 

Dispositions d’ordre général

  

403

 

Titres acquis par un souscripteur

  

404

 

Application

  

405

 

Crédit accordé aux renseignements

  

407

 

Règlement d’exemption

  

408

 

Loi sur la concurrence

  
 

PARTIE VIII

  
 

Activité et pouvoirs

  
 

Activités générales

  

409

 

Activité principale

  

410

 

Activités supplémentaires

  

411

 

Prestation de service

  

412

 

Restrictions : activités fiduciaires

  

413

 

Conditions pour accepter des dépôts

  

413.1

 

Avis de la société

  

413.2

 

Restriction

  

413.3

 

Interdiction de partager des locaux

  

414

 

Restrictions : garanties

  

415

 

Restriction : valeurs mobilières

  

415.1

 

Restriction : obligations sécurisées

  

416

 

Restriction : assurances

  

417

 

Restrictions : crédit-bail

  

418

 

Restrictions : hypothèques

  

418.1

  Restriction touchant les sommes exigées des emprunteurs   

419

 

Principes en matière de sûretés

  

419.1

 

Règlements et lignes directrices

  

419.2

 

Exception

  

420

 

Restrictions : séquestres

  

421

 

Restrictions relatives aux sociétés de personnes

  
 

Activités fiduciaires

  

422

 

Séparation des fonds en fiducie

  
 

 

Current to February 11, 2020    xvi    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

 

Deposit Acceptance

  

423

 

Deposit acceptance

  
 

Unclaimed Balances

  

424

 

Unclaimed balances

  

425

 

Notice of unpaid amount

  
 

Accounts

  

425.1

 

Definitions

  

426

 

Account charges

  

427

 

Disclosure on opening account

  

428

 

Disclosure in advertisements

  

429

 

Disclosure regulations

  

431

 

Disclosure required on opening a deposit account

  

432

 

Disclosure of charges

  

433

 

No increase or new charges without disclosure

  

434

 

Application

  
 

Registered Products

  

434.1

 

Disclosure required concerning registered products

  
 

Borrowing Costs

  

435

 

Definition of cost of borrowing

  

435.1

 

Rebate of borrowing costs

  

436

 

Disclosing borrowing costs

  

437

 

Calculating borrowing costs

  

438

 

Additional disclosure

  

438.1

 

Renewal statement

  

439

 

Disclosure in advertising

  

440

 

Regulations re borrowing costs

  
 

Complaints

  

441

 

Procedures for dealing with complaints

  

441.1

 

Obligation to be member of complaints body

  

442

 

Information on contacting Agency

  
 

Miscellaneous

  

442.1

 

Charges for prescribed products or services

  

443

 

Prepayment protected

  

443.1

 

Regulations respecting the holding of funds

  

443.2

 

Regulations — activities

  

444

 

Regulations re customer information

  

444.1

 

Notice of branch closure

  

444.2

 

Public accountability statements

  

444.3

 

Regulations re disclosure

  
 

Dépôts

  

423

 

Dépôts

  
 

Soldes non réclamés

  

424

 

Versement à la Banque du Canada

  

425

 

Avis de non-paiement

  
 

Comptes

  

425.1

 

Définitions

  

426

 

Frais de tenue de compte

  

427

 

Déclaration à l’ouverture d’un compte

  

428

 

Divulgation dans la publicité

  

429

 

Règlements — Divulgation

  

431

 

Déclaration à l’ouverture d’un compte de dépôt

  

432

 

Communication des frais

  

433

 

Augmentations interdites

  

434

 

Application

  
 

Produits enregistrés

  

434.1

 

Déclaration concernant un produit enregistré

  
 

Coût d’emprunt

  

435

 

Définition de coût d’emprunt

  

435.1

 

Diminution d’une partie du coût d’emprunt

  

436

 

Communication du coût d’emprunt

  

437

 

Calcul du coût d’emprunt

  

438

 

Autres renseignements à déclarer

  

438.1

 

Renseignements concernant le renouvellement

  

439

 

Communication dans la publicité

  

440

 

Règlements relatifs au coût d’emprunt

  
 

Réclamations

  

441

 

Procédure d’examen des réclamations

  

441.1

 

Obligation d’adhésion

  

442

 

Renseignements

  
 

Divers

  

442.1

 

Frais : fourniture de produits et services

  

443

 

Remboursement anticipé de prêts

  

443.1

 

Règlements : retenue des fonds

  

443.2

 

Règlements : portée des activités de la société

  

444

 

Règlements

  

444.1

 

Avis de fermeture de bureau

  

444.2

 

Déclaration annuelle

  

444.3

 

Communication de renseignements

  
 

 

Current to February 11, 2020    xvii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

445

 

Bank Act security

  

446

 

Transmission in case of death

  

447

 

Branch of account with respect to deposits

  

448

 

Effect of writ, etc.

  
 

PART IX

  
 

Investments

  
 

Definitions and Application

  

449

 

Definitions

  
 

General Constraints on Investments

  

450

 

Investment standards

  

450.1

 

Limit — business growth fund

  

451

 

Restriction on control and substantial investments

  

452

 

Regulations

  
 

Subsidiaries and Equity Investments

  

453

 

Permitted investments

  

454

 

Approval for indirect investments

  

455

 

Undertakings

  
 

Exceptions and Exclusions

  

456

 

Temporary investments in entity

  

457

 

Loan workouts

  

458

 

Realizations

  

459

 

Regulations restricting ownership

  
 

Portfolio Limits

  

460

 

Exclusion from portfolio limits

  
 

Commercial Loans

  

461

  Lending limit: companies with regulatory capital of $25 million or less   

462

 

Lending limit: regulatory capital over $25 million

  

463

 

Meaning of total assets

  
 

Real Property

  

464

 

Limit on total property interest

  
 

Equities

  

465

 

Limits on equity acquisitions

  
 

Aggregate Limit

  

466

 

Aggregate limit

  
 

Miscellaneous

  

467

 

Regulations

  

445

 

Sûreté au titre de la Loi sur les banques

  

446

 

Cession pour cause de décès

  

447

 

Bureau de tenue de compte

  

448

 

Effet d’un bref

  
 

PARTIE IX

  
 

Placements

  
 

Définitions et champ d’application

  

449

 

Définitions

  
 

Restrictions générales relatives aux placements

  

450

 

Normes en matière de placements

  

450.1

 

Limite : fonds de croissance des entreprises

  

451

 

Intérêt de groupe financier et contrôle

  

452

 

Règlements

  
 

Filiales et placements

  

453

 

Placements autorisés

  

454

 

Agrément des intérêts indirects

  

455

 

Engagement

  
 

Exceptions et exclusions

  

456

 

Placements provisoires dans des entités

  

457

 

Défaut

  

458

 

Réalisation d’une sûreté

  

459

 

Règlements limitant le droit de détenir des actions

  
 

Limites relatives aux placements

  

460

 

Restriction

  
 

Prêts commerciaux

  

461

 

Capital réglementaire de vingt-cinq millions ou moins

  

462

 

Capital réglementaire supérieur à vingt-cinq millions

  

463

 

Sens de actif total

  
 

Placements immobiliers

  

464

 

Limite relative aux intérêts immobiliers

  
 

Capitaux propres

  

465

 

Limites relatives à l’acquisition d’actions

  
 

Limite globale

  

466

 

Limite globale

  
 

Divers

  

467

 

Règlements

  
 

 

Current to February 11, 2020    xviii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

468

 

Divestment order

  

469

 

Deemed temporary investment

  

470

 

Asset transactions

  

471

 

Transitional

  

472

 

Saving

  
 

PART X

  
 

Adequacy of Capital and Liquidity

  

473

 

Adequacy of capital and liquidity

  
 

PART XI

  
 

Self-dealing

  
 

Interpretation and Application

  

473.1

 

Definition of senior officer

  

474

 

Related party of company

  

475

 

Non-application of Part

  

476

 

Meaning of “transaction”

  
 

Prohibited Related Party Transactions

  

477

 

Prohibited transactions

  
 

Permitted Related Party Transactions

  

478

 

Nominal value transactions

  

479

 

Secured loans

  

480

 

Deposits

  

481

 

Borrowing, etc., from related party

  

482

 

Acquisition of assets

  

483

 

Services

  

483.1

 

Transactions with holding companies

  

483.2

 

Restriction

  

483.3

 

Assets transactions

  

484

 

Directors and officers and their interests

  

485

 

Board approval required

  

486

 

Margin loans

  

487

 

Exemption by order

  

488

 

Prescribed transactions

  
 

Restrictions on Permitted Transactions

  

489

 

Market terms and conditions

  
 

Disclosure

  

492

 

Company obligation

  

468

 

Ordonnance de dessaisissement

  

469

 

Placements réputés provisoires

  

470

 

Opérations sur l’actif

  

471

 

Dispositions transitoires

  

472

 

Non-interdiction

  
 

PARTIE X

  
 

Capital et liquidités

  

473

 

Capital et liquidités suffisants

  
 

PARTIE XI

  
 

Opérations avec apparentés

  
 

Interprétation et application

  

473.1

 

Définition de cadre dirigeant

  

474

 

Apparentés

  

475

 

Cas de non-application

  

476

 

Sens de opération

  
 

Opérations interdites

  

477

 

Opérations interdites

  
 

Opérations permises

  

478

 

Opérations à valeur peu importante

  

479

 

Prêts garantis

  

480

 

Dépôts

  

481

 

Emprunt auprès d’un apparenté

  

482

 

Acquisition d’éléments d’actif

  

483

 

Services

  

483.1

 

Opérations avec société de portefeuille

  

483.2

 

Restrictions

  

483.3

 

Opérations sur l’actif

  

484

 

Intérêts des administrateurs et des dirigeants

  

485

 

Approbation du conseil

  

486

 

Prêts sur marge

  

487

 

Ordonnance d’exemption

  

488

 

Opérations réglementaires

  
 

Restrictions applicables aux opérations permises

  

489

 

Conditions du marché

  
 

Obligation d’information

  

492

 

Divulgation par l’apparenté

  
 

 

Current to February 11, 2020    xix    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

493

 

Notice to Superintendent

  
 

Remedial Actions

  

494

 

Order to void contract or to grant other remedy

  
 

PART XII

  
 

Regulation of Companies — Superintendent

  
 

Supervision

  
 

Returns

  

495

 

Required information

  

499

 

Names of directors and auditors

  

500

 

Copy of by-laws

  

501

 

Register of companies

  

502

 

Production of information and documents

  

503

 

Confidential information

  

503.1

 

Regulations

  

504

 

Evidentiary privilege

  

504.01

 

No waiver

  

504.1

 

Disclosure by Superintendent

  

504.2

 

Disclosure by a company

  

504.3

 

Exceptions to disclosure

  

504.4

 

Report respecting disclosure

  
 

Inspection of Companies

  

505

 

Examination of companies

  

506

 

Power of Superintendent on inquiry

  
 

Remedial Powers

  
 

Prudential Agreements

  

506.1

 

Prudential agreement

  
 

Directions of Compliance

  

507

 

Superintendent’s directions to company

  

509

 

Court enforcement

  
  Disqualification and Removal of Directors or Senior Officers   

509.01

 

Meaning of senior officer

  

509.1

 

Application

  

509.2

 

Removal of directors or senior officers

  
 

Supervisory Intervention

  

510

 

Superintendent may take control

  

514

 

Powers of directors and officers suspended

  

493

 

Avis au surintendant

  
 

Recours

  

494

 

Annulation de contrats ou autres mesures

  
 

PARTIE XII

  
 

Réglementation des sociétés : surintendant

  
 

Surveillance

  
 

Relevés

  

495

 

Demande de renseignements

  

499

 

Relevé des noms des administrateurs

  

500

 

Exemplaire des règlements administratifs

  

501

 

Registre des sociétés

  

502

 

Fourniture de renseignements

  

503

 

Caractère confidentiel des renseignements

  

503.1

 

Règlements

  

504

 

Privilège relatif à la preuve

  

504.01

 

Non-renonciation

  

504.1

 

Divulgation du surintendant

  

504.2

 

Divulgation de la société

  

504.3

 

Exception

  

504.4

 

Rapport

  
 

Enquête sur les sociétés

  

505

 

Examen

  

506

 

Pouvoirs du surintendant

  
 

Réparation

  
 

Accords prudentiels

  

506.1

 

Accord prudentiel

  
 

Décisions

  

507

 

Décisions du surintendant

  

509

 

Exécution judiciaire

  
 

Rejet des candidatures et destitution

  

509.01

 

Définition de cadre dirigeant

  

509.1

 

Application

  

509.2

 

Destitution des administrateurs et des cadres dirigeants

  
 

Surveillance et intervention

  

510

 

Prise de contrôle

  

514

 

Suspension des pouvoirs et fonctions

  
 

 

Current to February 11, 2020    xx    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

515

 

Expiration of control

  

515.1

 

Superintendent may request winding-up

  

516

 

Requirement to relinquish control

  

517

 

Advisory committee

  

518

 

Expenses payable by company

  

519

 

Priority of claim in liquidation

  

520

 

Application of assessment

  
 

PART XII.1

  
 

Regulation of Companies — Commissioner

  

520.1

 

Required information

  

520.2

 

Confidential information

  

520.3

 

Examination

  

520.4

 

Power of Commissioner on inquiry

  

520.5

 

Compliance agreement

  
 

PART XIII

  
 

Administration

  
 

Notices and Other Documents

  

520.6

 

Execution of documents

  

521

 

Notice to directors and shareholders

  

522

 

Presumption from return

  

523

 

Presumption of receipt

  

524

 

Service on a company

  

525

 

Certificate of company

  

526

 

Entry in securities register

  

527

 

Verification of documents or fact

  

527.1

 

Alternative means of publication

  
 

Approvals

  

527.2

 

Definition of approval

  

527.3

 

Matters to take into account — Minister

  

527.4

 

Minister — terms, conditions and undertakings

  

527.5

 

Revocation, suspension or amendment of approval — Minister

  

527.6

 

Effect of non-compliance on approval

  

527.7

 

Multiple approval — other approvals

  

527.8

 

Exemption in relation to notices of intention

  

515

 

Fin du contrôle

  

515.1

 

Liquidation

  

516

 

Abandon du contrôle ou demande de mise en liquidation

  

517

 

Comité consultatif

  

518

 

Frais à la charge de la société

  

519

 

Priorité de réclamation en cas de liquidation

  

520

 

Réduction

  
 

PARTIE XII.1

  
 

Réglementation des sociétés : commissaire

  

520.1

 

Demande de renseignements

  

520.2

 

Caractère confidentiel des renseignements

  

520.3

 

Examen

  

520.4

 

Pouvoirs du commissaire

  

520.5

 

Accord de conformité

  
 

PARTIE XIII

  
 

Application

  
 

Avis et autres documents

  

520.6

 

Présomption relative à la signature des documents

  

521

 

Avis aux administrateurs et aux actionnaires

  

522

 

Présomption

  

523

 

Idem

  

524

 

Avis et signification à une société

  

525

 

Certificat

  

526

 

Mentions au registre des valeurs mobilières

  

527

 

Vérification d’un document ou d’un fait

  

527.1

 

Autres modes de publicité

  
 

Agréments

  

527.2

 

Définition de agrément

  

527.3

 

Facteurs : ministre

  

527.4

 

Ministre : conditions et engagements

  

527.5

  Révocation, suspension ou modification de l’agrément du ministre   

527.6

 

Effet de la non-réalisation des conditions ou engagements

  

527.7

 

Autres agréments

  

527.8

 

Pouvoirs du surintendant à l’égard des avis d’intention

  
 

 

Current to February 11, 2020    xxi    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

 

Exceptions to Generally Accepted Accounting Principles

  

527.81

 

Calculations — generally accepted accounting principles

  
 

Orders to Exempt or Adapt

  

527.9

 

Order

  
 

Orders and Directives

  

528

 

Not statutory instruments

  

529

 

Form

  
 

Applications to Superintendent

  

529.1

 

Content of applications

  
 

Applications for Certain Approvals

  

529.2

 

Application for certain approvals

  
 

Appeals

  

530

 

Appeal to Federal Court

  
 

Regulations

  

531

 

Power to make regulations

  
 

Delegation

  

532

 

Delegation

  
 

PART XIV

  
 

Sanctions

  

533

 

Offence

  

534

 

Punishment

  

535

 

Liability of officers, directors, etc.

  

535.1

 

Limitation period

  

536

 

Effect of offence on contracts

  

537

 

Restraining or compliance order

  

538

 

Appeal of final order

  

539

 

Recovery and application of fines

  
 

PART XIV.1

  
 

Documents in Electronic or Other Form

  

539.01

 

Definitions

  

539.02

 

Application

  

539.03

 

Use not mandatory

  

539.04

 

Consent and other requirements

  

539.05

 

Creation or provision of information

  

539.06

 

Creation of information in writing

  
 

Exception aux principes comptables généralement reconnus

  

527.81

 

Calculs — principes comptables généralement reconnus

  
 

Exemption ou adaptation par décret

  

527.9

 

Décret

  
 

Arrêts, ordonnances et décisions

  

528

 

Caractère non réglementaire

  

529

 

Forme

  
 

Demandes au surintendant

  

529.1

 

Demande d’approbation

  
 

Demandes relatives à certains agréments

  

529.2

 

Demandes relatives à certains agréments

  
 

Appels

  

530

 

Appel

  
 

Règlements

  

531

 

Règlements

  
 

Délégation

  

532

 

Délégation

  
 

PARTIE XIV

  
 

Peines

  

533

 

Infraction

  

534

 

Infractions générales à la loi

  

535

 

Responsabilité pénale

  

535.1

 

Prescription

  

536

 

Contrats

  

537

 

Ordonnance

  

538

 

Appel

  

539

 

Recouvrement et affectation des amendes

  
 

PARTIE XIV.1

  
 

Documents sous forme électronique ou autre

  

539.01

 

Définitions

  

539.02

 

Application

  

539.03

 

Utilisation non obligatoire

  

539.04

 

Consentement et autres exigences

  

539.05

 

Création et fourniture d’information

  

539.06

 

Création d’information écrite

  
 

 

Current to February 11, 2020    xxii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

539.07

 

Provision of information in writing

  

539.08

 

Multiple copies

  

539.09

 

Registered mail

  

539.1

 

Statutory declarations and affidavits

  

539.11

 

Signatures

  

539.12

 

Regulations — provision and receipt of documents

  

539.13

 

Content and form of notices and documents

  

539.14

 

Exemption

  
 

PART XV

  
 

General

  
 

Transitional

  
 

Consequential Amendments

  
 

Repeals

  
 

Coming into Force

  

*563

 

Coming into force

  

539.07

 

Fourniture d’information sous forme écrite

  

539.08

 

Exemplaires

  

539.09

 

Courrier recommandé

  

539.1

 

Déclaration solennelle ou sous serment

  

539.11

 

Signatures

  

539.12

 

Règlements

  

539.13

 

Mode de présentation des avis et documents

  

539.14

 

Dispense

  
 

PARTIE XV

  
 

Dispositions générales

  
 

Dispositions transitoires

  
 

Modifications corrélatives

  
 

Abrogations

  
 

Entrée en vigueur

  

*563

 

Entrée en vigueur

  
 

 

Current to February 11, 2020    xxiii    À jour au 11 février 2020
Last amended on June 17, 2019       Dernière modification le 17 juin 2019


  
  

        

  

        

            

  

            

                                    

 

LOGO

S.C. 1991, c. 45

An Act to revise and amend the law governing federal trust and loan companies and to provide for related and consequential matters

[Assented to 13th December 1991]

 

L.C. 1991, ch. 45

Loi remaniant et modifiant la législation régissant les sociétés de fiducie et de prêt fédérales et comportant des mesures connexes et corrélatives

[Sanctionnée le 13 décembre 1991]

 

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

Sa Majesté, sur l’avis et avec le consentement du Sénat et de la Chambre des communes du Canada, édicte :

 

 

Short Title

Short title

1 This Act may be cited as the Trust and Loan Companies Act.

Titre abrégé

Titre abrégé

1 Loi sur les sociétés de fiducie et de prêt.

 

PART I

Interpretation and Application

Definitions

Definitions

2 In this Act,

affairs, with respect to a company, means the relationships among the company and its affiliates and the shareholders, directors and officers of the company and its affiliates, but does not include the business of the company or any of its affiliates; (affaires internes)

affiliate means an entity that is affiliated with another entity within the meaning of section 6; (groupe)

Agency means the Financial Consumer Agency of Cana-da established under section 3 of the Financial Consumer Agency of Canada Act; (Agence)

PARTIE I

Définitions et application

Définitions

Définitions

2 Les définitions qui suivent s’appliquent à la présente loi.

acte constitutif Loi spéciale, lettres patentes, acte de prorogation ou tout autre acte — avec ses modifications ou mises à jour éventuelles — constituant ou prorogeant une personne morale. (incorporating instrument)

actif Dans le cas d’une société de fiducie au sens du paragraphe 57(2), en font partie les éléments d’actif détenus par elle à l’égard des fonds en fiducie garantie. (assets)

action avec droit de vote Action d’une personne morale comportant — quelle qu’en soit la catégorie — un

 

 

Current to February 11, 2020

   1    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2   

Article 2

                

                   

 

annual statement means the annual financial statement of a company within the meaning of paragraph 313(1)(a); (rapport annuel)

assets, in respect of a company that is a trust company pursuant to subsection 57(2), includes assets held by the company in respect of guaranteed trust money; (actif)

auditor includes a firm of accountants; (vérificateur)

bank holding company means a body corporate that is incorporated or formed under Part XV of the Bank Act; (société de portefeuille bancaire)

bearer, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

bearer form, in respect of a security, means a security in bearer form as determined in accordance with subsection 86(2); (titre au porteur)

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or other intermediaries; (véritable propriétaire et propriété effective)

body corporate means an incorporated body wherever or however incorporated; (personne morale)

branch, in respect of a company, means an agency, the head office and any other office of the company; (bureau)

Canadian financial institution means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province; (institution financière canadienne)

central securities register or securities register means the register referred to in section 253; (registre central des valeurs mobilières ou registre des valeurs mobilières)

Commissioner means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act; (commissaire)

common-law partner, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year; (conjoint de fait)

company means a body corporate to which this Act applies; (société)

 

droit de vote en tout état de cause ou en raison soit de la survenance d’un fait qui demeure, soit de la réalisation d’une condition. (voting share)

administrateur Indépendamment de son titre, la personne physique qui fait fonction d’administrateur d’une personne morale; conseil d’administration ou conseil s’entend de l’ensemble des administrateurs d’une personne morale. (director, board of directors or directors)

adresse enregistrée Dernière adresse postale selon le registre central des valeurs mobilières de la société, dans le cas d’un actionnaire, ou selon les livres du bureau en cause, dans le cas de toute autre personne. (recorded address)

affaires internes Les relations entre une société, les entités de son groupe et leurs actionnaires, administrateurs et dirigeants, à l’exclusion de leur activité commerciale. (affairs)

Agence L’Agence de la consommation en matière financière du Canada constituée en application de l’article 3 de la Loi sur l’Agence de la consommation en matière financière du Canada. (Agency)

biens Dans le cas d’une société de fiducie au sens du paragraphe 57(2), en font partie les biens détenus par elle à l’égard des fonds en fiducie garantie. (property)

biens immeubles Sont assimilés aux biens immeubles les droits découlant des baux immobiliers. (real property)

bureau Tout bureau d’une société, y compris son siège et ses agences. (branch)

capital réglementaire Dans le cas d’une société, s’entend au sens des règlements. (regulatory capital)

capitaux propres En ce qui concerne une société, ses capitaux propres déterminés de la façon prévue par règlement. (equity)

commissaire Le commissaire de l’Agence nommé en application de l’article 4 de la Loi sur l’Agence de la consommation en matière financière du Canada. (Commissioner)

conjoint de fait La personne qui vit avec la personne en cause dans une relation conjugale depuis au moins un an. (common-law partner)

constitué en personne morale Sont assimilées aux personnes morales constituées sous le régime d’une loi

 

 

Current to February 11, 2020

   2    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2   

Article 2

                                    

 

complainant, in relation to a company or any matter concerning a company, means

(a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a company or any of its affiliates,

(b) a director or an officer, or a former director or officer, of a company or any of its affiliates, or

(c) any other person who, in the discretion of a court, is a proper person to make an application under section 339, 343 or 537; (plaignant)

consumer provision means a provision referred to in paragraph (d) or (d.1) of the definition consumer provision in section 2 of the Financial Consumer Agency of Canada Act; (disposition visant les consommateurs)

court means

(a) in the Province of Ontario, the Superior Court of Justice,

(b) in the Province of Quebec, the Superior Court of the Province,

(c) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province,

(d) in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province,

(e) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province, and

(f) in Yukon and the Northwest Territories, the Supreme Court, and in Nunavut, the Nunavut Court of Justice; (tribunal)

court of appeal means the court to which an appeal lies from a decision or order of a court; (cour d’appel)

creditor, in respect of a company that is a trust company pursuant to subsection 57(2), includes a person who has money deposited with the company as guaranteed trust money; (créancier)

debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured; (titre de créance)

fédérale ou provinciale les personnes morales prorogées sous le même régime. (incorporated)

coopérative de crédit fédérale S’entend au sens de l’article 2 de la Loi sur les banques. (federal credit union)

cour d’appel La juridiction compétente pour juger les appels interjetés contre les décisions et ordonnances des tribunaux. (court of appeal)

créancier Dans le cas d’une société de fiducie au sens du paragraphe 57(2), est assimilée à un créancier la personne qui a des fonds déposés chez celle-ci en fiducie garantie. (creditor)

dépôt Dans le cas d’une société de fiducie au sens du paragraphe 57(2), les fonds reçus par elle en fiducie garantie. (deposit)

détenteur Soit l’actionnaire au sens de l’article 7, soit toute personne détenant un certificat de valeur mobilière délivré au porteur ou à son nom, ou endossé à son profit, ou encore en blanc. (holder)

dette Dans le cas d’une société de fiducie au sens du paragraphe 57(2), sont considérés comme une dette les fonds qu’elle a reçus en fiducie garantie. (deposit liabilities)

dirigeant Toute personne physique désignée à ce titre par règlement administratif ou résolution du conseil d’administration ou des membres d’une entité, notamment, dans le cas d’une personne morale, le premier dirigeant, le président, le vice-président, le secrétaire, le contrôleur financier ou le trésorier. (officer)

disposition visant les consommateurs S’entend d’une disposition visée aux alinéas d) ou d.1) de la définition de disposition visant les consommateurs à l’article 2 de la Loi sur l’Agence de la consommation en matière financière du Canada. (consumer provision)

émetteur L’entité qui émet ou a émis des valeurs mobilières. (issuer)

entité Personne morale, fiducie, société de personnes, fonds, toute organisation ou association non dotée de la personnalité morale, Sa Majesté du chef du Canada ou d’une province et ses organismes et le gouvernement d’un pays étranger ou de l’une de ses subdivisions politiques et ses organismes. (entity)

envoyer A également le sens de remettre. (send)

 

 

Current to February 11, 2020

   3    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2

  

Article 2

                                    

 

deposit, in respect of money received by a company that is a trust company pursuant to subsection 57(2), means money received as guaranteed trust money; (dépôt)

deposit liabilities, in respect of a company that is a trust company pursuant to subsection 57(2), means liabilities of the company in respect of guaranteed trust money; (dette)

director means a natural person occupying the position of director, by whatever name called, of a body corporate, and board of directors or directors refers to the directors of a body corporate as a body; (administrateur, conseil d’administration ou conseil)

entity means a body corporate, trust, partnership, fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof; (entité)

equity, in respect of a company, means its equity as determined in accordance with the regulations; (capitaux propres)

federal credit union has the same meaning as in section 2 of the Bank Act; (coopérative de crédit fédérale)

federal financial institution means

(a) a company,

(b) a bank,

(c) an association to which the Cooperative Credit Associations Act applies, or

(d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act; (institution financière fédérale)

fiduciary means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; (représentant)

financial institution means

(a) a company,

(b) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act,

(c) an association to which the Cooperative Credit Associations Act applies,

filiale Entité se trouvant dans la situation décrite à l’article 5. (subsidiary)

fondateur Toute personne qui a demandé la constitution de la société par lettres patentes. (incorporator)

fondé de pouvoir Personne nommée par procuration pour représenter l’actionnaire aux assemblées des actionnaires. (proxyholder)

fonds en fiducie garantie Fonds reçus en fiducie par une société de fiducie au sens du paragraphe 57(2) à des fins de placement contre la garantie du versement des intérêts ou du remboursement du principal, ou des deux. (guaranteed trust money)

formulaire de procuration Formulaire manuscrit, dactylographié ou imprimé qui, une fois rempli et signé par l’actionnaire ou pour son compte, constitue une procuration. (form of proxy)

garantie S’entend notamment d’une lettre de crédit. (guarantee)

groupe L’ensemble des entités visées à l’article 6. (affiliate)

immeuble résidentiel Bien immeuble consistant en bâtiments dont au moins la moitié de la superficie habitable sert ou doit servir à des fins privées d’habitation. (residential property)

institution étrangère Toute entité qui, n’étant pas constituée — avec ou sans la personnalité morale — sous le régime d’une loi fédérale ou provinciale, se livre à des activités bancaires, fiduciaires, de prêt ou d’assurance, ou fait office de société coopérative de crédit ou fait le commerce des valeurs mobilières, ou encore, de toute autre manière, a pour activité principale la prestation de services financiers. (foreign institution)

institution étrangère d’un non-membre de l’OMC Institution étrangère qui n’est pas contrôlée par un résident d’un membre de l’OMC. (non-WTO Member foreign institution)

institution financière Selon le cas :

a) une société;

b) une banque ou une banque étrangère autorisée, au sens de l’article 2 de la Loi sur les banques;

c) une association régie par la Loi sur les associations coopératives de crédit;

 

 

Current to February 11, 2020

   4    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2

  

Article 2

                                    

 

(d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act,

(e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province,

(f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province,

(g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and

(h) a foreign institution; (institution financière)

foreign institution means an entity that is

(a) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

(b) incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province; (institution étrangère)

former Act means the Trust Companies Act or the Loan Companies Act; (loi antérieure)

former-Act company means a body corporate referred to in paragraph 12(b) or (c); (société antérieure)

form of proxy means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

going-private transaction means a going-private transaction as defined in the regulations; (transaction de fermeture)

guarantee includes a letter of credit; (garantie)

guaranteed trust money means money that is received in trust for investment by a company that is a trust company pursuant to subsection 57(2) and that is subject to a guarantee by the company in respect of the payment of interest or repayment of the principal or both; (fonds en fiducie garantie)

head office means the office required to be maintained by a company pursuant to section 242; (siège)

d) une société d’assurances ou une société de secours mutuel constituée ou formée sous le régime de la Loi sur les sociétés d’assurances;

e) une société de fiducie, de prêt ou d’assurance constituée en personne morale par une loi provinciale;

f) une société coopérative de crédit constituée en personne morale et régie par une loi provinciale;

g) une entité constituée en personne morale ou formée sous le régime d’une loi fédérale ou provinciale et dont l’activité est principalement le commerce des valeurs mobilières, y compris la gestion de portefeuille et la fourniture de conseils en placement;

h) une institution étrangère. (financial institution)

institution financière canadienne Institution financière constituée en personne morale ou formée sous le régime d’une loi fédérale ou provinciale. (Canadian financial institution)

institution financière fédérale Selon le cas :

a) société;

b) banque;

c) association régie par la Loi sur les associations coopératives de crédit;

d) société d’assurances ou société de secours mutuel constituée ou formée sous le régime de la Loi sur les sociétés d’assurances. (federal financial institution)

intérêt de groupe financier Intérêt déterminé conformément à l’article 10. (substantial investment)

intérêt substantiel Intérêt déterminé conformément à l’article 8. (significant interest)

lettres patentes Lettres patentes en la forme agréée par le surintendant et dont la présente loi autorise la délivrance. (letters patent)

loi antérieure La Loi sur les sociétés de prêt ou la Loi sur les sociétés de fiducie. (former Act)

mineur S’entend au sens des règles du droit provincial applicables ou, à défaut, au sens donné au mot « enfant » dans la Convention relative aux droits de l’enfant, adoptée par l’Assemblée générale des Nations Unies le 20 novembre 1989. (minor)

ministre Le ministre des Finances. (Minister)

 

 

Current to February 11, 2020

   5    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2

  

Article 2

                                    

 

holder means

(a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to that person or to bearer or in blank, and

(b) in respect of the ownership of a share, the shareholder of the share within the meaning of section 7; (détenteur)

holding body corporate means a holding body corporate within the meaning of section 4; (société mère)

incorporated, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, also refers to a body corporate that is continued by or under any such Act; (constitué en personne morale)

incorporating instrument means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument; (acte constitutif)

incorporator, in relation to a company, means a person who applied for letters patent to incorporate the company; (fondateur)

insurance holding company means a body corporate that is incorporated or formed under Part XVII of the Insurance Companies Act; (société de portefeuille d’assurances)

issuer, in respect of a security, means the entity that issues or issued the security; (émetteur)

letters patent, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent; (lettres patentes)

Minister means the Minister of Finance; (ministre)

minor has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989; (mineur)

non-WTO Member foreign institution means a foreign institution that is not controlled by a WTO Member resident; (institution étrangère d’un non-membre de l’OMC)

officer means

opération En matière de valeurs mobilières, toute aliénation à titre onéreux. (trade)

personne Personne physique, entité ou représentant personnel. (person)

personne morale Toute personne morale, indépendamment de son lieu ou mode de constitution. (body corporate)

plaignant En ce qui a trait à une société ou à toute question la concernant :

a) soit le détenteur inscrit ou le véritable propriétaire, ancien ou actuel, de valeurs mobilières de la société ou d’entités du même groupe;

b) soit tout administrateur ou dirigeant, ancien ou actuel, de la société ou d’entités du même groupe;

c) soit toute autre personne qui, d’après le tribunal, a qualité pour présenter les demandes visées aux articles 339, 343 ou 538. (complainant)

porteur La personne en possession d’un titre au porteur ou endossé en blanc. (bearer)

procuration Le formulaire de procuration rempli et signé par un actionnaire par lequel il nomme un fondé de pouvoir pour le représenter aux assemblées des actionnaires. (proxy)

rapport annuel Le rapport financier annuel d’une société visé à l’alinéa 313(1)a). (annual statement)

registre central des valeurs mobilières ou registre des valeurs mobilières Le registre visé à l’article 253. (central securities register or securities register)

représentant Toute personne agissant à ce titre, notamment le représentant personnel d’une personne décédée. (fiduciary)

représentant personnel Personne agissant en lieu et place d’une autre, notamment un fiduciaire, un exécuteur testamentaire, un administrateur, un comité, un tuteur, un curateur, un cessionnaire, un séquestre ou un mandataire. (personal representative)

résident canadien Selon le cas :

a) le citoyen canadien résidant habituellement au Canada;

b) le citoyen canadien qui ne réside pas habituellement au Canada, mais fait partie d’une catégorie de personnes prévue par règlement;

 

 

Current to February 11, 2020

   6    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2

  

Article 2

                                    

 

(a) in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and

(b) in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members thereof or otherwise; (dirigeant)

order form, in respect of a security, means a security in order form as determined in accordance with subsection 86(3); (titre à ordre)

ordinary resolution means a resolution passed by a majority of the votes cast by or on behalf of the shareholders who voted in respect of that resolution; (résolution ordinaire)

person means a natural person, an entity or a personal representative; (personne)

personal representative means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person; (représentant personnel)

prescribed means prescribed by regulation; (Version anglaise seulement)

property, in respect of a company that is a trust company pursuant to subsection 57(2), includes property held by the company in respect of guaranteed trust money; (biens)

proxy means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

proxyholder means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; (fondé de pouvoir)

real property includes a leasehold interest in real property; (biens immeubles)

recorded address means

c) le résident permanent au sens du paragraphe 2(1) de la Loi sur l’immigration et la protection des réfugiés qui réside habituellement au Canada, à l’exclusion de celui qui y a résidé habituellement pour plus d’un an après la date à laquelle il est devenu admissible à la demande de la citoyenneté canadienne. (resident Canadian)

résident d’un membre de l’OMC Résident d’un membre de l’OMC au sens de l’article 11.1. (WTO Member resident)

résolution extraordinaire Résolution adoptée aux deux tiers au moins des voix exprimées ou signée de tous les actionnaires habiles à voter en l’occurrence. (special resolution)

résolution ordinaire Résolution adoptée à la majorité des voix exprimées. (ordinary resolution)

série Subdivision d’une catégorie d’actions. (series)

siège Bureau maintenu par la société en application de l’article 242. (head office)

société Toute personne morale régie par la présente loi. (company)

société antérieure Personne morale qui, avant l’entrée en vigueur de l’article 12, était régie par la Loi sur les sociétés de fiducie ou la Loi sur les sociétés de prêt. (former-Act company)

société de portefeuille bancaire Personne morale constituée ou formée sous le régime de la partie XV de la Loi sur les banques. (bank holding company)

société de portefeuille d’assurances Personne morale constituée ou formée sous le régime de la partie XVII de la Loi sur les sociétés d’assurances. (insurance holding company)

société mère S’entend au sens de l’article 4. (holding body corporate)

société n’ayant pas fait appel au public S’entend d’une société autre qu’une société ayant fait appel au public.

souscripteur à forfait La personne qui, pour son propre compte, accepte d’acheter des valeurs mobilières en vue d’une mise en circulation ou qui, à titre de mandataire d’une personne ou d’une personne morale, offre en vente ou vend des valeurs mobilières dans le cadre d’une mise en circulation. La présente définition vise aussi les personnes qui participent, directement ou indirectement,

 

 

Current to February 11, 2020

   7    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2

  

Article 2

                                    

 

(a) in relation to a person who is a shareholder of a company, the latest postal address of the person according to the central securities register of the company, and

(b) in relation to a person in any other respect, the latest postal address of the person according to the records of the branch concerned; (adresse enregistrée)

registered form, in respect of a security, means a security in registered form as determined in accordance with subsection 86(4); (titre nominatif)

regulatory capital, in respect of a company, has the meaning given that expression by the regulations; (capital réglementaire)

resident Canadian means a natural person who is

(a) a Canadian citizen ordinarily resident in Canada,

(b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

(c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship; (résident canadien)

residential property means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; (immeuble résidentiel)

securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

security means

(a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a

à une telle mise en circulation, à l’exception de celles dont les intérêts se limitent à recevoir une commission de souscription ou de vente payable par le souscripteur à forfait. (securities underwriter)

sûreté Droit ou charge — notamment hypothèque, privilège ou nantissement — grevant des biens pour garantir au créancier ou à la caution soit le paiement de dettes soit l’exécution d’obligations. (security interest)

surintendant Le surintendant des institutions financières nommé en application de la Loi sur le Bureau du surintendant des institutions financières. (Superintendent)

titre ou valeur mobilière Dans le cas d’une personne morale, action de toute catégorie ou titre de créance sur cette dernière, ainsi que le bon de souscription correspondant, mais à l’exclusion des dépôts effectués auprès d’une institution financière ou des documents les attestant; dans le cas de toute autre entité, les titres de participation ou titres de créance y afférents. (security)

titre à ordre Titre de la nature précisée au paragraphe 86(3). (order form)

titre au porteur Titre de la nature précisée au paragraphe 86(2). (bearer form)

titre de créance Tout document attestant l’existence d’une créance sur une entité, avec ou sans sûreté, et notamment une obligation, une débenture ou un billet. (debt obligation)

titre nominatif Titre de la nature précisée au paragraphe 86(4). (registered form)

titre secondaire Titre de créance délivré par la société et prévoyant qu’en cas d’insolvabilité ou de liquidation de celle-ci, le paiement de la créance prend rang après celui de tous les dépôts effectués auprès de la société et celui de tous ses autres titres de créance, à l’exception de ceux dont le paiement, selon leurs propres termes, est de rang égal ou inférieur. (subordinated indebtedness)

transaction de fermeture S’entend au sens des règlements. (going-private transaction)

transaction d’éviction De la part d’une société n’ayant pas fait appel au public, transaction qui nécessite la modification des règlements administratifs visés au paragraphe 222(1) et qui a pour résultat direct ou indirect la suppression de l’intérêt d’un détenteur d’actions d’une catégorie, sans le consentement de celui-ci et sans substitution d’un intérêt de valeur équivalente dans des actions émises par la société et conférant des droits et

 

 

Current to February 11, 2020

   8    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Section 2

  

Article 2

                                    

 

financial institution or any instrument evidencing such a deposit, and

(b) in relation to any other entity, any ownership interest in or debt obligation of the entity; (titre ou valeur mobilière)

security interest means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

send includes deliver; (envoyer)

series, in respect of shares, means a division of a class of shares; (série)

significant interest means a significant interest determined in accordance with section 8; (intérêt substantiel)

special resolution means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (résolution extraordinaire)

squeeze-out transaction means a transaction by a company that is not a distributing company that requires an amendment to a by-law referred to in subsection 222(1) and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares issued by the company that have rights and privileges equal to or greater than those of the shares of the affected class; (transaction d’éviction)

subordinated indebtedness means an instrument evidencing an indebtedness of a company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the company, be subordinate in right of payment to all deposit liabilities of the company and all other liabilities of the company except those that, by their terms, rank equally with or are subordinate to such indebtedness; (titre secondaire)

subsidiary means an entity that is a subsidiary of another entity within the meaning of section 5; (filiale)

substantial investment means a substantial investment determined in accordance with section 10; (intérêt de groupe financier)

Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the

 

privilèges égaux ou supérieurs à ceux attachés aux actions de cette catégorie. (squeeze-out transaction)

transfert Tout transfert de valeurs mobilières, y compris par effet de la loi. (transfer)

tribunal

a) La Cour supérieure de justice de l’Ontario;

b) la Cour supérieure du Québec;

c) la Cour suprême de la Nouvelle-Écosse, de la Colombie-Britannique ou de l’Île-du-Prince-Édouard;

d) la Cour du Banc de la Reine du Nouveau-Brunswick, du Manitoba, de la Saskatchewan ou de l’Alberta;

e) la Section de première instance de la Cour suprême de Terre-Neuve-et-Labrador;

f) la Cour suprême du Yukon, la Cour suprême des Territoires du Nord-Ouest ou la Cour de justice du Nunavut. (court)

vérificateur S’entend notamment d’un cabinet de comptables. (auditor)

véritable propriétaire Est considéré comme tel le propriétaire de valeurs mobilières inscrites au nom d’un ou de plusieurs intermédiaires, notamment d’un fiduciaire ou d’un mandataire; propriété effective s’entend du droit du véritable propriétaire. (beneficial ownership)

1991, ch. 45, art. 2, ch. 47, art. 753, ch. 48, art. 493; 1992, ch. 51, art. 66; 1998, ch. 30, art. 13(F) et 15(A); 1999, ch. 3, art. 84, ch. 28, art. 136; 2000, ch. 12, art. 298; 2001, ch. 9, art. 478, ch. 27, art. 272; 2002, ch. 7, art. 248(A); 2005, ch. 54, art. 368; 2010, ch. 12, art. 2123; 2012, ch. 5, art. 162; 2014, ch. 39, art. 301; 2015, ch. 3, art. 157.

 

 

Current to February 11, 2020

   9    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Definitions

  

Définitions

Sections 2-2.3

  

Articles 2-2.3

                                    

 

Superintendent of Financial Institutions Act; (surintendant)

trade, in respect of securities, means any sale or disposition of securities for valuable consideration; (opération)

transfer, in respect of securities, includes a transmission by operation of law; (transfert)

voting share means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; (action avec droit de vote)

WTO Member resident means a WTO Member resident within the meaning of section 11.1. (résident d’un membre de l’OMC)

1991, c. 45, s. 2, c. 47, s. 753, c. 48, s. 493; 1992, c. 51, s. 66; 1998, c. 30, ss. 13(F), 15(E); 1999, c. 3, s. 84, c. 28, s. 136; 2000, c. 12, s. 298; 2001, c. 9, s. 478, c. 27, s. 272; 2002, c. 7, s. 248(E); 2005, c. 54, s. 368; 2010, c. 12, s. 2123; 2012, c. 5, s. 162; 2014, c. 39, s. 301; 2015, c. 3, s. 157.

 

Interpretation

Major shareholder

2.1 For the purposes of this Act, a person is a major shareholder of a body corporate if

(a) the aggregate of the shares of any class of voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 20 per cent of the outstanding shares of that class of voting shares of the body corporate; or

(b) the aggregate of the shares of any class of non-voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 30 per cent of the outstanding shares of that class of non-voting shares of the body corporate.

2001, c. 9, s. 479.

Interprétation

 

Actionnaire important

2.1 Pour l’application de la présente loi, une personne est un actionnaire important d’une personne morale dans l’un ou l’autre des cas suivants :

a) le total des actions avec droit de vote d’une catégorie quelconque de la personne morale dont elle a la propriété effective et de celles dont les entités qu’elle contrôle ont la propriété effective représente plus de vingt pour cent des actions en circulation de cette catégorie;

b) le total des actions sans droit de vote d’une catégorie quelconque de la personne morale dont elle a la propriété effective et de celles dont les entités qu’elle contrôle ont la propriété effective représente plus de trente pour cent des actions en circulation de cette catégorie.

2001, ch. 9, art. 479.

 

Widely held

2.2 For the purposes of this Act, a body corporate is widely held if it has no major shareholder.

2001, c. 9, s. 479.

Participation multiple

2.2 Pour l’application de la présente loi, est à participation multiple la personne morale qui n’a aucun actionnaire important.

2001, ch. 9, art. 479.

 

Regulations — distributing company

2.3 (1) The Governor in Council may make regulations respecting the determination of what constitutes a distributing company for the purposes of this Act.

Règlements — société ayant fait appel au public

2.3 (1) Le gouverneur en conseil peut prendre des règlements concernant la détermination, pour l’application de la présente loi, de ce que constitue une société ayant fait appel au public.

 

 

Current to February 11, 2020

   10    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Sections 2.3-3

  

Articles 2.3-3

                                    

 

Exemption — company

(2) On the application of a company, the Superintendent may determine that it is not or was not a distributing company if the Superintendent is satisfied that the determination would not prejudice any of its security holders.

 

Exemption

(2) Le surintendant peut, à la demande d’une société, établir que celle-ci n’est ou n’était pas une société ayant fait appel au public, s’il est convaincu que cela ne causera aucun préjudice aux détenteurs de ses valeurs mobilières.

 

 

Exemption — class of companies

(3) The Superintendent may determine that members of a class of companies are not or were not distributing companies if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class.

2005, c. 54, s. 369.

Exemption par catégorie

(3) Le surintendant peut établir les catégories de sociétés qui ne sont ou n’étaient pas des sociétés ayant fait appel au public, s’il est convaincu que cela ne causera aucun préjudice aux détenteurs des valeurs mobilières des sociétés faisant partie des catégories en question.

2005, ch. 54, art. 369.

 

 

Control

3 (1) For the purposes of this Act,

(a) a person controls a body corporate if securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

(b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;

(c) the general partner of a limited partnership controls the limited partnership; and

(d) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity.

 

Contrôle

3 (1) Pour l’application de la présente loi, a le contrôle d’une entité :

a) dans le cas d’une personne morale, la personne qui a la propriété effective de titres de celle-ci lui conférant plus de cinquante pour cent des droits de vote dont l’exercice lui permet d’élire la majorité des administrateurs de la personne morale;

b) dans le cas d’une entité non constituée en personne morale, à l’exception d’une société en commandite, la personne qui en détient, à titre de véritable propriétaire, plus de cinquante pour cent des titres de participation — quelle qu’en soit la désignation — et qui a la capacité d’en diriger tant l’activité commerciale que les affaires internes;

c) dans le cas d’une société en commandite, le commandité;

d) dans tous les cas, la personne dont l’influence directe ou indirecte auprès de l’entité est telle que son exercice aurait pour résultat le contrôle de fait de celle-ci.

 

 

Deemed control

(2) A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity.

 

Présomption de contrôle

(2) La personne qui contrôle une entité est réputée contrôler toute autre entité contrôlée ou réputée contrôlée par celle-ci.

 

 

Deemed control

(3) A person is deemed to control, within the meaning of paragraph (1)(a) or (b), an entity if the aggregate of

(a) any securities of the entity that are beneficially owned by that person, and

(b) any securities of the entity that are beneficially owned by any entity controlled by that person

Présomption de contrôle

(3) Pour l’application des alinéas (1)a) ou b), une personne est réputée avoir le contrôle d’une entité quand elle-même et les entités qu’elle contrôle détiennent la propriété effective d’un nombre de titres de la première tel que, si elle-même et les entités contrôlées étaient une seule personne, elle contrôlerait l’entité en question au sens de ces alinéas.

 

 

 

Current to February 11, 2020

   11    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Sections 3-7

  

Articles 3-7

                                    

 

is such that, if that person and all of the entities referred to in paragraph (b) that beneficially own securities of the entity were one person, that person would control the entity.

 

 

Guidelines

(4) The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(d), make guidelines respecting what constitutes such control, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(d) in that provision shall be interpreted in accordance with the guidelines.

1991, c. 45, s. 3; 2001, c. 9, s. 480.

 

Lignes directrices

(4) Le ministre peut, pour l’application de toute disposition de la présente loi qui mentionne le contrôle au sens de l’alinéa (1)d), donner des lignes directrices précisant en quoi consiste ce contrôle, notamment par la description des objectifs de politique que les lignes directrices et la disposition en cause visent; le cas échéant, la mention de l’alinéa (1)d) dans la disposition s’interprète selon les lignes directrices.

1991, ch. 45, art. 3; 2001, ch. 9, art. 480.

 

 

Holding body corporate

4 A body corporate is the holding body corporate of any entity that is its subsidiary.

1991, c. 45, s. 4; 2001, c. 9, s. 481.

 

Société mère

4 Est la société mère d’une entité la personne morale dont celle-ci est la filiale.

1991, ch. 45, art. 4; 2001, ch. 9, art. 481.

 

 

Subsidiary

5 An entity is a subsidiary of another entity if it is controlled by the other entity.

1991, c. 45, s. 5; 2001, c. 9, s. 481.

 

Filiale

5 Toute entité qui est contrôlée par une autre entité en est la filiale.

1991, ch. 45, art. 5; 2001, ch. 9, art. 481.

 

 

Affiliated entities

6 (1) One entity is affiliated with another entity if one of them is controlled by the other or both are controlled by the same person.

 

Groupe

6 (1) Sont du même groupe les entités dont l’une est contrôlée par l’autre ou les entités qui sont contrôlées par la même personne.

 

 

Affiliated entities

(2) Despite subsection (1), for the purposes of subsections 270(1) and 288(1), one entity is affiliated with another entity if one of them is controlled, determined without regard to paragraph 3(1)(d), by the other or both are controlled, determined without regard to paragraph 3(1)(d), by the same person.

1991, c. 45, s. 6; 2001, c. 9, s. 482.

 

Groupe

(2) Par dérogation au paragraphe (1) et pour l’application des paragraphes 270(1) et 288(1), sont du même groupe les entités dont l’une est contrôlée par l’autre ou les entités qui sont contrôlées par la même personne, abstraction faite de l’alinéa 3(1)d).

1991, ch. 45, art. 6; 2001, ch. 9, art. 482.

 

 

Shareholder

7 (1) For the purposes of this Act, a person is a shareholder of a body corporate when, according to the securities register of the body corporate, the person is the owner of one or more shares of the body corporate or is entitled to be entered in the securities register or like record of the body corporate as the owner of the share or shares.

Actionnaire

7 (1) Pour l’application de la présente loi, est actionnaire d’une personne morale toute personne qui, selon le registre des valeurs mobilières de celle-ci, est propriétaire d’une ou de plusieurs actions ou qui a le droit d’être inscrite dans ce registre, ou un autre document semblable de la personne morale, à titre de propriétaire de ces actions.

 

 

Holder of a share

(2) A reference in this Act to the holding of a share by or in the name of any person is a reference to the fact that the person is registered or is entitled to be registered in

Détenteurs d’actions

(2) Dans la présente loi, la mention qu’une action est détenue par une personne ou en son nom signifie que cette personne est inscrite ou a le droit d’être inscrite à

 

 

Current to February 11, 2020

   12    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Sections 7-9

  

Articles 7-9

                                    

 

the securities register or like record of the body corporate as the holder of that share.

titre d’actionnaire dans le registre des valeurs mobilières ou tout autre document semblable de la personne morale.

 

 

Significant interest

8 (1) A person has a significant interest in a class of shares of a company where the aggregate of

(a) any shares of that class beneficially owned by the person, and

(b) any shares of that class beneficially owned by entities controlled by the person

exceeds 10 per cent of all of the outstanding shares of that class of shares of the company.

 

Intérêt substantiel

8 (1) Une personne a un intérêt substantiel dans une catégorie d’actions d’une société quand elle-même et les entités qu’elle contrôle détiennent la propriété effective de plus de dix pour cent de l’ensemble des actions en circulation de cette catégorie.

 

 

Increasing significant interest

(2) A person who has a significant interest in a class of shares of a company increases that significant interest in the class of shares where the person or any entity controlled by the person

(a) acquires beneficial ownership of additional shares of that class, or

(b) acquires control of any entity that beneficially owns shares of that class,

in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.

Augmentation de l’intérêt substantiel

(2) La personne qui a un intérêt substantiel dans une catégorie d’actions d’une société augmente cet intérêt quand le pourcentage de telles actions dont elle-même et les entités qu’elle contrôle détiennent la propriété effective augmente du fait de l’acquisition par elle-même ou toute entité qu’elle contrôle :

a) soit d’actions de cette catégorie à titre de véritable propriétaire;

b) soit du contrôle d’une entité qui détient à titre de véritable propriétaire des actions de cette catégorie.

 

 

Acting in concert

9 (1) For the purposes of Part VII, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of

(a) shares of a company that they beneficially own,

(b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a company, or

(c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a company,

those persons shall be deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the company or shares or ownership interests of the entity that are beneficially owned by them.

Action concertée

9 (1) Pour l’application de la partie VII, sont réputées être une seule personne qui acquiert à titre de véritable propriétaire le nombre total des actions d’une société ou des actions ou titres de participation d’une entité dont elles ont la propriété effective les personnes qui, en vertu d’une entente, d’un accord ou d’un engagement — formel ou informel, oral ou écrit — conviennent d’agir ensemble ou de concert à l’égard :

a) soit d’actions de la société dont elles sont les véritables propriétaires;

b) soit d’actions ou de titres de participation — dans le cas de l’entité qui détient la propriété effective d’actions de la société — dont elles sont les véritables propriétaires;

c) soit d’actions ou de titres de participation — dans le cas d’une entité qui contrôle une entité qui détient la propriété effective d’actions de la société — dont elles sont les véritables propriétaires.

 

 

Current to February 11, 2020

   13    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Sections 9-10

  

Articles 9-10

                     

 

Idem

(2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c),

(a) whereby any of them or their nominees may veto any proposal put before the board of directors of the company, or

(b) pursuant to which no proposal put before the board of directors of the company may be approved except with the consent of any of them or their nominees,

shall be deemed to be an agreement, commitment or understanding referred to in subsection (1).

 

Idem

(2) Sans que soit limitée la portée générale du paragraphe (1), est réputé être un accord, une entente ou un engagement au sens de ce paragraphe tout accord, entente ou engagement permettant à chacune des personnes qui sont les véritables propriétaires d’actions d’une société ou d’actions ou titres de participation de l’entité visée aux alinéas (1)b) ou c) :

a) soit d’opposer — personnellement ou par délégué — son veto à une proposition soumise au conseil d’administration de la société;

b) soit d’empêcher l’approbation de toute proposition soumise au conseil d’administration de la société en l’absence de son consentement ou de celui de son délégué.

 

 

Exceptions

(3) For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that

(a) one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or

(b) they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner.

 

Exceptions

(3) Pour l’application du présent article, les personnes sont présumées ne pas s’être entendues pour agir ensemble ou de concert uniquement du fait :

a) qu’une est le fondé de pouvoir d’une ou de plusieurs autres de ces personnes à l’égard des actions ou titres de participation visés au paragraphe (1);

b) qu’elles exercent les droits de vote attachés aux actions ou titres de participation visés au paragraphe (1) de la même façon.

 

 

Designation

(4) Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Superintendent may designate those persons as persons who have agreed to act jointly or in concert.

 

Désignation

(4) Si, à son avis, il est raisonnable de conclure à l’existence d’une entente, d’un accord ou d’un engagement au sens des paragraphes (1) ou (2), le surintendant peut décider que les personnes en cause se sont entendues pour agir ensemble ou de concert.

 

 

Contravention

(5) A person contravenes a provision of Part VII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.

1991, c. 45, s. 9; 2001, c. 9, s. 483; 2007, c. 6, s. 337.

Contravention

(5) Toute personne contrevient à une disposition de la partie VII si elle convient d’agir avec d’autres personnes — ou de concert avec celles-ci — de sorte qu’une seule personne réputée telle contrevient à la disposition.

1991, ch. 45, art. 9; 2001, ch. 9, art. 483; 2007, ch. 6, art. 337.

 

 

Substantial investment in body corporate

10 (1) A person has a substantial investment in a body corporate where

(a) the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person exceed 10 per cent of the voting rights attached

Intérêt de groupe financier dans une personne morale

10 (1) Une personne a un intérêt de groupe financier dans une personne morale quand elle-même et les entités qu’elle contrôle détiennent la propriété effective :

a) soit d’un nombre total d’actions comportant plus de dix pour cent des droits de vote attachés à l’ensemble des actions en circulation de celle-ci;

 

 

Current to February 11, 2020

   14    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Section 10

  

Article 10

                                    

 

to all of the outstanding voting shares of the body corporate; or

(b) the aggregate of any shares of the body corporate beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25 per cent of the shareholders’ equity of the body corporate.

b) soit d’un nombre total d’actions représentant plus de vingt-cinq pour cent de l’avoir des actionnaires de celle-ci.

 

 

Increasing substantial investment in body corporate

(2) A person who has a substantial investment in a body corporate pursuant to paragraph (1)(a) increases that substantial investment when the person or any entity controlled by the person

(a) acquires beneficial ownership of additional voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person; or

(b) acquires control of any entity that beneficially owns any voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person.

Augmentation de l’intérêt de groupe financier — personne morale

(2) La personne qui détient le type d’intérêt de groupe financier visé à l’alinéa (1)a) l’augmente quand elle-même ou toute entité qu’elle contrôle :

a) soit acquiert à titre de véritable propriétaire un nombre d’actions de la personne morale qui augmente le pourcentage des droits de vote attachés à l’ensemble des actions qu’elles détiennent à titre de véritable propriétaire;

b) soit acquiert le contrôle d’une entité qui détient à titre de véritable propriétaire un nombre d’actions de la personne morale qui augmente le pourcentage des droits de vote attachés à l’ensemble des actions qu’elles détiennent à titre de véritable propriétaire.

 

 

Idem

(3) A person who has a substantial investment in a body corporate pursuant to paragraph (1)(b) increases that substantial investment when the person or any entity controlled by the person

(a) acquires beneficial ownership of additional shares of the body corporate in such number as to increase the percentage of the shareholders’ equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person; or

(b) acquires control of any entity that beneficially owns any shares of the body corporate in such number as to increase the percentage of the shareholders’ equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person.

Idem

(3) La personne qui détient le type d’intérêt de groupe financier visé à l’alinéa (1)b) l’augmente quand elle-même ou toute entité qu’elle contrôle :

a) soit acquiert à titre de véritable propriétaire un nombre d’actions de la personne morale qui augmente le pourcentage de l’avoir des actionnaires que représente le total des actions de celle-ci qu’elles détiennent à titre de véritable propriétaire;

b) soit acquiert le contrôle d’une entité qui détient à titre de véritable propriétaire un nombre d’actions de la personne morale qui augmente le pourcentage de l’avoir des actionnaires que représente le total des actions de celle-ci qu’elles détiennent à titre de véritable propriétaire.

 

 

New substantial investment

(4) For greater certainty,

Nouvel intérêt de groupe financier

(4) Il est entendu que les acquisitions suivantes sont réputées augmenter l’intérêt de groupe financier d’une personne dans une personne morale :

 

 

Current to February 11, 2020

   15    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Section 10

  

Article 10

                                    

 

(a) where a person has a substantial investment in a body corporate pursuant to paragraph (1)(a) and the person, or any entity controlled by the person,

(i) purchases or otherwise acquires beneficial ownership of shares of the body corporate, or

(ii) acquires control of any entity that beneficially owns shares of the body corporate,

in such number as to cause the shareholders’ equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person to exceed 25 per cent of the shareholders’ equity of the body corporate, or

(b) where a person has a substantial investment in a body corporate pursuant to paragraph (1)(b) and the person or any entity controlled by the person

(i) purchases or otherwise acquires beneficial ownership of voting shares of the body corporate, or

(ii) acquires control of any entity that beneficially owns voting shares of the body corporate,

in such number as to cause the voting rights attached to the aggregate of the voting shares beneficially owned by the person and by any entities controlled by the person to exceed 10 per cent of the voting rights attached to all of the outstanding voting shares of the body corporate,

the acquisition is deemed to cause the person to increase a substantial investment in the body corporate.

a) dans le cas où la personne a un intérêt de groupe financier dans la personne morale en vertu de l’alinéa (1)a), l’acquisition par cette personne, ou par une entité qu’elle contrôle, soit d’un nombre d’actions de la personne morale à titre de véritable propriétaire, soit du contrôle d’une entité détenant à ce titre de telles actions, qui augmente l’avoir des actionnaires que représente l’ensemble de ces actions détenues à titre de véritable propriétaire par cette personne et les entités qu’elle contrôle, à plus de vingt-cinq pour cent de l’avoir des actionnaires de la personne morale;

b) dans le cas où la personne a un intérêt de groupe financier dans la personne morale en vertu de l’alinéa (1)b), l’acquisition par cette personne, ou par une entité qu’elle contrôle, soit d’un nombre d’actions avec droit de vote de la personne morale à titre de véritable propriétaire, soit du contrôle d’une entité détenant à ce titre de telles actions, qui augmente les droits de vote attachés à l’ensemble de ces actions détenues en propriété effective par cette personne et les entités qu’elle contrôle, à plus de dix pour cent des droits de vote attachés à l’ensemble des actions en circulation de la personne morale.

 

 

Substantial investment in unincorporated entity

(5) A person has a substantial investment in an unincorporated entity where the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of all of the ownership interests into which the entity is divided.

 

Intérêt de groupe financier dans une entité non constituée en personne morale

(5) Une personne a un intérêt de groupe financier dans une entité non constituée en personne morale quand elle-même et les entités qu’elle contrôle détiennent la propriété effective de plus de vingt-cinq pour cent de l’ensemble des titres de participation de cette entité, quelle qu’en soit la désignation.

 

 

Increasing substantial investment in unincorporated entities

(6) A person who has a substantial investment in an unincorporated entity increases that substantial investment when the person or any entity controlled by the person

(a) acquires beneficial ownership of additional ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests in the unincorporated entity beneficially owned

Augmentation de l’intérêt de groupe financier dans une entité non constituée en personne morale

(6) La personne qui détient un intérêt de groupe financier dans une entité non constituée en personne morale l’augmente quand elle-même ou toute entité qu’elle contrôle :

a) soit acquiert à titre de véritable propriétaire un nombre de titres de participation de l’entité qui augmente le pourcentage des titres de participation de

 

 

Current to February 11, 2020

   16    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Sections 10-11.1

  

Articles 10-11.1

                                    

 

by the person and by any entities controlled by the person; or

(b) acquires control of any entity that beneficially owns ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests beneficially owned by the person and by any entities controlled by the person.

11 [Repealed, 2005, c. 54, s. 370]

 

celle-ci qu’elles détiennent à titre de véritable propriétaire;

b) soit acquiert le contrôle d’une autre entité détenant à titre de véritable propriétaire un nombre de titres de participation de la première qui augmente le pourcentage des titres de participation de celle-ci qu’elles détiennent à titre de véritable propriétaire.

11 [Abrogé, 2005, ch. 54, art. 370]

 

 

WTO Member resident

11.1 (1) For the purposes of this Act, a WTO Member resident is

(a) a natural person who is ordinarily resident in a country or territory that is a WTO Member as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act, other than Canada;

(b) a body corporate, association, partnership or other organization that is incorporated, formed or otherwise organized in a country or territory that is a WTO Member, as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act, other than Canada, and that is controlled,

(i) directly or indirectly, by one or more persons referred to in paragraph (a), or

(ii) by a government of a WTO Member, whether federal, state or local, or an agency of one of those governments;

(c) a trust established by one or more persons referred to in paragraph (a) or (b) or a trust in which one or more of those persons have more than 50 per cent of the beneficial interest; or

(d) a body corporate, association, partnership or other organization that is controlled, directly or indirectly, by a trust referred to in paragraph (c).

Définition de résident d’un membre de l’OMC

11.1 (1) Pour l’application de la présente loi, résident d’un membre de l’OMC s’entend de :

a) toute personne physique qui réside habituellement dans un pays ou territoire — autre que le Canada —membre de l’OMC, au sens du paragraphe 2(1) de la Loi de mise en œuvre de l’Accord sur l’Organisation mondiale du commerce;

b) toute personne morale, association, société de personnes ou tout autre organisme qui est constitué, formé ou autrement organisé dans un pays ou territoire — autre que le Canada — , membre de l’OMC, au sens du paragraphe 2(1) de la Loi de mise en œuvre de l’Accord sur l’Organisation mondiale du commerce, et qui est contrôlé, directement ou indirectement, par une ou plusieurs personnes visées à l’alinéa a) ou contrôlée par le gouvernement d’un membre de l’OMC ou par celui d’un de ses États ou d’une de ses administrations locales, ou par tout organisme d’un tel gouvernement;

c) toute fiducie soit établie par une ou plusieurs personnes visées aux alinéas a) ou b), soit dans laquelle celles-ci détiennent plus de la moitié de la propriété effective;

d) toute personne morale, association, société de personnes ou tout autre organisme qui est contrôlé, directement ou indirectement, par une fiducie visée à l’alinéa c).

 

 

Interpretation

(2) For the purposes of subsection (1),

(a) a body corporate is controlled by one or more persons if

(i) securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person or persons, and

Application

(2) Pour l’application du paragraphe (1) :

a) ont le contrôle d’une personne morale les personnes qui ont la propriété effective de titres de celle-ci leur conférant plus de cinquante pour cent des droits de vote dont l’exercice leur permet d’élire la majorité des administrateurs de la personne morale;

b) ont le contrôle d’une association, d’une société de personnes ou d’un autre organisme les personnes qui en détiennent, à titre de véritables propriétaires, plus

 

 

Current to February 11, 2020

   17    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART I Interpretation and Application

  

PARTIE I Définitions et application

Interpretation

  

Interprétation

Sections 11.1-13

  

Articles 11.1-13

                                    

 

(ii) the votes attached to those securities are sufficient to elect a majority of the directors of the body corporate;

(b) an association, partnership or other organization is controlled by one or more persons if

(i) more than 50 per cent of the ownership interests, however designated, into which the association, partnership or other organization is divided are beneficially owned by the person or persons, and

(ii) the person or persons are able to direct the business and affairs of the association, partnership or other organization;

(c) a body corporate, association, partnership or other organization is controlled by one or more persons if the person or persons have, directly or indirectly, control in fact of the body corporate, association, partnership or other organization; and

(d) a body corporate, association, partnership or other organization that controls another body corporate, association, partnership or other organization is deemed to control any body corporate, association, partnership or other organization that is controlled or deemed to be controlled by the other body corporate, association, partnership or other organization.

1999, c. 28, s. 137.

de cinquante pour cent des titres de participation —quelle qu’en soit la désignation — et qui ont la capacité d’en diriger tant l’activité commerciale que les affaires internes;

c) ont le contrôle d’une personne morale, d’une association, d’une société de personnes ou d’un autre organisme les personnes qui ont, directement ou indirectement, le contrôle de fait de la personne morale, de l’association, de la société de personnes ou de l’autre organisme;

d) toute personne morale, association, société de personnes ou tout autre organisme qui en contrôle un autre est censé contrôler toutes les personnes morales, associations, sociétés de personnes ou tous les autres organismes contrôlés ou censés contrôlés par cette autre personne morale, association, société ou cet autre organisme.

1999, ch. 28, art. 137.

 

 

Application

Application of Act

12 This Act applies to every body corporate

(a) that is incorporated or continued under this Act,

(b) to which the Trust Companies Act applied immediately before the coming into force of this section, or

(c) to which the Loan Companies Act applied immediately before the coming into force of this section,

and that is not discontinued under this Act.

Application

Champ d’application

12 La présente loi s’applique aux personnes morales qui sont constituées ou prorogées sous son régime, ainsi qu’aux sociétés antérieures, auxquelles elle ne met pas fin.

 

 

Conflicting provisions

13 Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of a former-Act company, the provision of this Act prevails.

 

Conflit

13 En cas de conflit ou d’incompatibilité avec l’acte constitutif d’une société antérieure, les dispositions de la présente loi prévalent.

 

 

Current to February 11, 2020

   18    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART II Status and Powers

  

PARTIE II Pouvoirs

Sections 14-18

  

Articles 14-18

            

  

            

                                    

 

PART II

Status and Powers

Corporate powers

14 (1) A company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.

PARTIE II

Pouvoirs

Pouvoirs

14 (1) La société a, sous réserve des autres dispositions de la présente loi, la capacité d’une personne physique.

 

 

Powers restricted

(2) A company shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.

Réserve

(2) La société ne peut exercer ses pouvoirs ou son activité commerciale en violation de la présente loi.

 

 

Business in Canada

(3) A company may carry on business throughout Cana-da.

Activité au Canada

(3) La société peut exercer son activité commerciale sur l’ensemble du territoire canadien.

 

 

Powers outside Canada

(4) Subject to this Act, a company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

Capacité extra-territoriale

(4) Sous réserve de la présente loi, la société jouit de la capacité extra-territoriale — tant pour ses affaires internes que pour ses pouvoirs et son activité commerciale — dans les limites des règles de droit applicables en l’espèce.

 

 

No invalidity

15 No act of a company, including any transfer of property to or by a company, is invalid by reason only that the act or transfer is contrary to the company’s incorporating instrument or this Act.

Survie des droits

15 Les faits de la société, notamment en matière de transfert de biens, ne sont pas nuls du seul motif qu’ils sont contraires à son acte constitutif ou à la présente loi.

 

 

By-law not necessary

16 It is not necessary for a company to pass a by-law in order to confer any particular power on the company or its directors.

Pouvoirs particuliers

16 Il n’est pas nécessaire de prendre un règlement administratif pour conférer un pouvoir particulier à la société ou à ses administrateurs.

 

 

No personal liability

17 The shareholders of a company are not, as shareholders, liable for any liability, act or default of the company except as otherwise provided by this Act.

Absence de responsabilité personnelle

17 Les actionnaires de la société ne sont pas responsables, en tant que tels, des dettes, actes ou défauts de celle-ci, sauf dans les cas prévus par la présente loi.

 

No constructive notice

18 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a company by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at a branch of the company.

Absence de présomption de connaissance

18 Le seul fait qu’un document relatif à une société a été déposé auprès du surintendant ou du ministre, ou qu’il peut être consulté à un bureau de la société, est sans conséquence pour quiconque et n’implique pas qu’il y a connaissance de sa teneur.

 

 

Current to February 11, 2020

   19    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART II Status and Powers

  

PARTIE II Pouvoirs

Sections 19-20

  

Articles 19-20

            

  

            

                                    

 

Authority of directors and officers

19 (1) No company and no guarantor of an obligation of a company may assert against a person dealing with the company or against a person who has acquired rights from the company that

(a) the company’s incorporating instrument or any by-laws of the company have not been complied with;

(b) the persons named as directors of the company in the most recent return sent to the Superintendent under section 499 are not the directors of the company;

(c) the place named in the incorporating instrument or by-laws of the company is not the place where the head office of the company is situated;

(d) a person held out by the company as a director, officer or representative of the company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for a director, officer or representative; or

(e) a document issued by any director, officer or representative of the company with actual or usual authority to issue the document is not valid or not genuine.

Prétentions interdites

19 (1) La société, ou ses cautions, ne peuvent opposer aux personnes qui ont traité avec elle ou à ses ayants droit ou ayants cause les prétentions suivantes :

a) son acte constitutif ou ses règlements administratifs n’ont pas été observés;

b) les personnes qui figurent comme administrateurs de la société dans le dernier relevé envoyé au surintendant aux termes de l’article 499 ne sont pas ses administrateurs;

c) son siège ne se trouve pas au lieu indiqué dans son acte constitutif ou ses règlements administratifs;

d) une personne qu’elle a présentée comme l’un de ses administrateurs, dirigeants ou mandataires n’a pas été régulièrement nommée ou n’est pas habilitée à exercer les attributions qui découlent normalement du poste ou de son activité commerciale;

e) un document émanant régulièrement de l’un de ses administrateurs, dirigeants ou mandataires n’est pas valable ou authentique.

 

Exception — knowledge

(2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the company.

1991, c. 45, s. 19; 2005, c. 54, s. 371.

 

Exception

(2) Le paragraphe (1) ne s’applique pas aux personnes qui connaissent ou devraient connaître une situation visée à ce paragraphe en raison de leur relation avec la société.

1991, ch. 45, art. 19; 2005, ch. 54, art. 371.

 

Sunset provision

20 (1) Subject to subsections (2) and (4), companies shall not carry on business after the fifth anniversary of the day on which the Budget Implementation Act, 2018, No. 1 receives royal assent.

 

Temporarisation

20 (1) Sous réserve des paragraphes (2) et (4), les sociétés ne peuvent exercer leurs activités après le cinquième anniversaire de la sanction de la Loi no 1 d’exécution du budget de 2018.

 

 

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which companies may continue to carry on business. No more than one order may be made under this subsection.

 

Prorogation

(2) Le gouverneur en conseil peut, par décret, proroger jusqu’à concurrence de six mois la période au cours de laquelle les sociétés peuvent exercer leurs activités. Un seul décret peut être pris aux termes du présent paragraphe.

 

 

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

Loi sur les textes réglementaires

(3) Le décret n’est pas un règlement pour l’application de la Loi sur les textes réglementaires. Toutefois, il doit être publié dans la partie II de la Gazette du Canada.

 

 

Current to February 11, 2020

   20    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART II Status and Powers

  

PARTIE II Pouvoirs

Sections 20-23

  

Articles 20-23

            

  

            

                                    

 

Exception — dissolution

(4) If Parliament dissolves on the fifth anniversary of the day on which the Budget Implementation Act, 2018, No. 1 receives royal assent or on any day within the six-month period before that anniversary or on any day within an extension ordered under subsection (2), companies may continue to carry on business until the end of the 180th day after the first day of the first session of the next Parliament.

1991, c. 45, s. 20; 1997, c. 15, s. 341; 2001, c. 9, s. 484; 2006, c. 4, s. 202; 2007, c. 6, s. 338; 2012, c. 5, s. 163; 2016, c. 7, s. 117; 2018, c. 12, s. 354.

Exception : dissolution

(4) En cas de dissolution du Parlement au cinquième anniversaire de la sanction de la Loi no 1 d’exécution du budget de 2018, ou au cours des six mois qui précèdent cet anniversaire, ou au cours de la période prévue au paragraphe (2), les sociétés peuvent exercer leurs activités jusqu’au cent quatre-vingtième jour suivant le premier jour de la première session de la législature suivante.

1991, ch. 45, art. 20; 1997, ch. 15, art. 341; 2001, ch. 9, art. 484; 2006, ch. 4, art. 202; 2007, ch. 6, art. 338; 2012, ch. 5, art. 163; 2016, ch. 7, art. 117; 2018, ch. 12, art. 354.

 

PART III

Incorporation, Continuance and Discontinuance

Formalities of Incorporation

Incorporation of company

21 On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a company.

PARTIE III

Constitution, prorogation et cessation

Formalités constitutives

Constitution

21 Sous réserve des autres dispositions de la présente partie, le ministre peut délivrer aux personnes qui lui en font la demande des lettres patentes pour la constitution d’une société.

 

Restrictions on incorporation

22 Letters patent incorporating a company may not be issued if the application therefor is made by or on behalf of

(a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights;

(b) the government of a foreign country or any political subdivision thereof;

(c) an agency of the government of a foreign country or any political subdivision thereof; or

(d) an entity, other than a foreign institution or any subsidiary of a foreign institution, that is controlled by the government of a foreign country or any political subdivision thereof.

 

Restrictions

22 Est obligatoirement rejetée toute demande de constitution par lettres patentes lorsqu’elle est présentée par ou pour, selon le cas :

a) Sa Majesté du chef du Canada ou d’une province, un de ses organismes ou une entité contrôlée par elle;

b) le gouvernement d’un pays étranger ou d’une de ses subdivisions politiques;

c) un organisme du gouvernement d’un pays étranger ou d’une de ses subdivisions politiques;

d) une entité contrôlée par le gouvernement d’un pays étranger ou d’une de ses subdivisions politiques, à l’exception d’une institution étrangère ou d’une filiale d’une telle institution.

 

Subsidiary of foreign institution

23 If a proposed company would be a subsidiary of a foreign institution that is engaged in trust or loan business and the application for letters patent to incorporate the company is made by a non-WTO Member foreign institution, letters patent to incorporate the company may not be issued unless the Minister is satisfied that

Filiale d’institution étrangère

23 Il ne peut y avoir délivrance de lettres patentes dans le cas où la société ainsi constituée serait la filiale d’une institution étrangère qui exploite une entreprise de fiducie ou de prêt, sauf si le ministre est convaincu que, dans les cas où la demande est faite par une institution étrangère d’un non-membre de l’OMC, les sociétés régies

 

 

 

Current to February 11, 2020

   21    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Formalities of Incorporation

  

Formalités constitutives

Sections 23-25

  

Articles 23-25

                                    

 

treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.

1991, c. 45, s. 23; 1999, c. 28, s. 138; 2001, c. 9, s. 485.

par la présente loi bénéficient ou bénéficieront d’un traitement aussi favorable sur le territoire où l’institution étrangère exerce principalement son activité, directement ou par l’intermédiaire d’une filiale.

1991, ch. 45, art. 23; 1999, ch. 28, art. 138; 2001, ch. 9, art. 485.

 

Application for incorporation

24 (1) An application for letters patent to incorporate a company setting out the names of the first directors of the company shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require.

Demande

24 (1) La demande de lettres patentes, qui doit indiquer les noms des premiers administrateurs de la société, est déposée au bureau du surintendant avec les autres renseignements, documents ou pièces justificatives que celui-ci peut exiger.

 

Publishing notice of intent

(2) Before filing an application referred to in subsection (1), the applicant or one of the applicants, as the case may be, shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company is to be situated.

Publicité

(2) Préalablement au dépôt de sa demande et au moins une fois par semaine pendant quatre semaines consécutives, l’intéressé publie, en la forme que le surintendant estime satisfaisante, un avis de son intention dans la Gazette du Canada et dans un journal à grand tirage paraissant au lieu prévu pour le siège de la société ou dans les environs.

 

Objections to incorporation

25 (1) Any person who objects to the proposed incorporation of a company may, within thirty days after the date of the last publication under subsection 24(2) in respect of the proposed company, submit the objection in writing to the Superintendent.

Avis d’opposition

25 (1) Toute personne qui s’oppose au projet de constitution peut, dans les trente jours suivant la dernière publication de l’avis d’intention, notifier par écrit son opposition au surintendant.

 

Minister to be informed

(2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection.

 

Information du ministre

(2) Dès réception, le surintendant porte à la connaissance du ministre l’opposition.

 

Inquiry into objection and report

(3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister.

Enquête et rapport

(3) Dès réception également et à condition qu’il ait aussi reçu la demande de lettres patentes, le surintendant, s’il est convaincu que cela est nécessaire et dans l’intérêt public, fait procéder à une enquête publique sur l’opposition dont il communique ensuite les conclusions au ministre.

 

Report to be made available

(4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public.

 

Publicité du rapport

(4) Le ministre rend public le rapport du surintendant dans les trente jours de sa réception.

 

 

Current to February 11, 2020

   22    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Formalities of Incorporation

  

Formalités constitutives

Sections 25-27

  

Articles 25-27

                                    

 

Rules governing proceedings

(5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.

 

Procédure d’enquête

(5) Sous réserve de l’agrément du gouverneur en conseil, le surintendant peut établir des règles concernant la procédure à suivre pour les enquêtes publiques prévues au présent article.

 

Matters for consideration

26 Before issuing letters patent to incorporate a company, the Minister shall take into account all matters that the Minister considers relevant to the application, including

(a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company;

(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company;

(c) the business record and experience of the applicant or applicants;

(d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

(e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

(f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and

(g) the best interests of the financial system in Cana-da.

1991, c. 45, s. 26; 2001, c. 9, s. 486.

Facteurs à prendre en compte

26 Avant de délivrer des lettres patentes, le ministre prend en compte tous les facteurs qu’il estime se rapporter à la demande, notamment :

a) la nature et l’importance des moyens financiers du ou des demandeurs pour le soutien financier continu de la société;

b) le sérieux et la faisabilité de leurs plans pour la conduite et l’expansion futures de l’activité de la société;

c) leur expérience et leur dossier professionnel;

d) leur moralité et leur intégrité et, s’agissant de personnes morales, leur réputation pour ce qui est de leur exploitation selon des normes élevées de moralité et d’intégrité;

e) la compétence et l’expérience des personnes devant exploiter la société, afin de déterminer si elles sont aptes à participer à l’exploitation d’une institution financière et à exploiter la société de manière responsable;

f) les conséquences de toute intégration des activités et des entreprises du ou des demandeurs et de celles de la société sur la conduite de ces activités et entreprises;

g) l’intérêt du système financier canadien.

1991, ch. 45, art. 26; 2001, ch. 9, art. 486.

 

 

Contents of letters patent

27 (1) There shall be set out in the letters patent incorporating a company

(a) the name of the company;

(b) the province in which the head office of the company is to be situated; and

(c) the date that the company came, or is to come, into existence.

 

Teneur

27 (1) Les lettres patentes d’une société doivent mentionner les éléments d’information suivants :

a) la dénomination sociale;

b) la province où se trouvera son siège;

c) la date de la constitution.

 

 

Current to February 11, 2020

   23    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Formalities of Incorporation

  

Formalités constitutives

Sections 27-32

  

Articles 27-32

                                    

 

Provisions in letters patent

(2) The Minister may set out in the letters patent incorporating a company any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed company.

 

Dispositions particulières

(2) Les lettres patentes peuvent contenir toute disposition conforme à la présente loi que le ministre estime indiquée pour tenir compte de la situation particulière à la société projetée.

 

Terms and conditions

(3) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating a company as the Minister considers necessary or appropriate.

1991, c. 45, s. 27; 2005, c. 54, s. 372.

Conditions

(3) Le ministre peut assujettir la délivrance des lettres patentes de la société aux conditions qu’il estime indiquées.

1991, ch. 45, art. 27; 2005, ch. 54, art. 372.

 

Notice of issue of letters patent

28 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a company.

 

Avis de délivrance

28 Le surintendant fait publier les avis de délivrance de lettres patentes dans la Gazette du Canada.

 

First directors

29 The first directors of a company are the directors named in the application for letters patent to incorporate the company.

Premiers administrateurs

29 Les premiers administrateurs d’une société sont ceux dont les noms figurent dans la demande de lettres patentes.

 

Effect of letters patent

30 A company comes into existence on the date provided therefor in its letters patent.

 

Effet des lettres patentes

30 La société est constituée à la date indiquée dans ses lettres patentes.

 

Continuance

Federal corporations

31 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, other than a federal credit union, may apply to the Minister for letters patent continuing the body corporate as a company under this Act.

Prorogation

Personnes morales fédérales

31 (1) Les personnes morales constituées aux termes de la Loi canadienne sur les sociétés par actions ou d’une autre loi fédérale, à l’exception d’une coopérative de crédit fédérale, peuvent demander au ministre des lettres patentes de prorogation sous le régime de la présente loi.

 

Other corporations

(2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a company under this Act.

1991, c. 45, s. 31; 1994, c. 24, s. 34(F); 2010, c. 12, s. 2124.

Application for continuance

32 (1) Where a body corporate applies for letters patent under subsection 31(1) or (2), sections 22 to 26 apply in respect of the application, with such modifications as the circumstances require.

Autres personnes morales

(2) Les personnes morales non constituées sous le régime d’une loi fédérale peuvent, si les règles de droit en vigueur sur le territoire de leur constitution les y autorisent, demander au ministre des lettres patentes de prorogation sous le régime de la présente loi.

1991, ch. 45, art. 31; 1994, ch. 24, art. 34(F); 2010, ch. 12, art. 2124.

Demande de prorogation

32 (1) La demande de prorogation est, dans les deux cas, assujettie aux articles 22 à 26, compte tenu des modifications nécessaires.

 

 

Current to February 11, 2020

   24    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Continuance

  

Prorogation

Sections 32-36

  

Articles 32-36

                                    

 

Special resolution approval

(2) Where a body corporate applies for letters patent under subsection 31(1) or (2), the application must be duly authorized by a special resolution.

Autorisation par résolution extraordinaire

(2) La demande de prorogation doit être auparavant dûment autorisée par résolution extraordinaire.

 

Copy of special resolution

(3) A copy of the special resolution referred to in subsection (2) shall be filed with the application.

Copie de la résolution

(3) Une copie de la résolution extraordinaire doit être jointe à la demande.

 

Power to issue letters patent

33 (1) On the application of a body corporate under subsection 31(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as a company under this Act.

Pouvoir de délivrance

33 (1) Le ministre peut, sous réserve des autres dispositions de la présente partie, délivrer des lettres patentes prorogeant comme société sous le régime de la présente loi la personne morale qui lui en fait la demande aux termes de l’article 31.

 

Issue of letters patent

(2) Where letters patent are issued to a body corporate under subsection (1), section 27 applies in respect of the issue of letters patent, with such modifications as the circumstances require.

Lettres patentes de prorogation

(2) L’article 27 s’applique, avec les adaptations de circonstance, lors de la délivrance de lettres patentes de prorogation.

 

Effect of letters patent

34 On the day set out in the letters patent continuing a body corporate as a company under subsection 33(1),

(a) the body corporate becomes a company as if it had been incorporated under this Act; and

(b) the letters patent are deemed to be the incorporating instrument of the continued company.

Effet

34 À la date indiquée dans les lettres patentes de prorogation :

a) la personne morale devient une société comme si elle avait été constituée sous le régime de la présente loi;

b) les lettres patentes sont réputées être l’acte constitutif de la société prorogée.

 

Copy of letters patent

35 (1) Where a body corporate is continued as a company under this Part, the Superintendent shall forthwith send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act.

Notice of issuance of letters patent

(2) The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a company under this Act.

Transmission des lettres patentes

35 (1) Après toute prorogation accordée sous le régime de la présente partie, le surintendant adresse sans délai copie des lettres patentes au fonctionnaire ou à l’organisme public compétent du ressort dans lequel la demande a été autorisée.

Avis

(2) Le surintendant fait publier dans la Gazette du Canada un avis de délivrance de lettres patentes de prorogation.

 

Effects of continuance

36 Where a body corporate is continued as a company under this Part,

(a) the property of the body corporate continues to be the property of the company;

Effets de la prorogation

36 Les règles suivantes s’appliquent à toute personne morale prorogée comme société sous le régime de la présente partie :

a) les biens de la personne morale lui appartiennent;

 

 

Current to February 11, 2020

   25    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Continuance

  

Prorogation

Sections 36-37

  

Articles 36-37

                                    

 

(b) the company continues to be liable for the obligations of the body corporate;

(c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected;

(d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company;

(e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company;

(f) a person who, on the day the body corporate becomes a company, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect thereof, but any such right or privilege may be exercised only in accordance with this Act; and

(g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the bylaws of the company.

b) elle assume les obligations de la personne morale;

c) aucune atteinte n’est portée aux causes d’action déjà nées à l’égard de la personne morale;

d) les procédures civiles, criminelles ou administratives engagées par ou contre la personne morale peuvent être continuées par ou contre la société;

e) toute décision judiciaire ou quasi judiciaire rendue en faveur de la personne morale ou contre elle est exécutoire à l’égard de la société;

f) les personnes qui, à la date de prorogation, détenaient des valeurs de la personne morale conservent tous les droits et privilèges qu’elles avaient à cette date — leur exercice étant dès lors assujetti à la présente loi — et continuent d’assumer les obligations qui en découlent;

g) les règlements administratifs de la personne morale deviennent, sous réserve de leur compatibilité avec la présente loi, ceux de la société.

 

Transitional

37 (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to a company in respect of which letters patent were issued under subsection 33(1) permission to

(a) engage in a business activity specified in the order that a company is not otherwise permitted by this Act to engage in and that the body corporate continued as the company was engaging in at the time the application for the letters patent was made;

(b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

(c) [Repealed, 1994, c. 47, s. 202]

(d) hold assets that a company is not otherwise permitted by this Act to hold if the assets were held by the body corporate continued as the company at the time the application for the letters patent was made;

(e) acquire and hold assets that a company is not otherwise permitted by this Act to acquire or hold if the body corporate continued as the company was obliged, at the time the application for the letters patent was made, to acquire those assets; and

Disposition transitoire

37 (1) Par dérogation à toute autre disposition de la présente loi ou de ses règlements, le ministre peut, par arrêté pris sur recommandation du surintendant, autoriser la société à laquelle ont été délivrées des lettres patentes en vertu du paragraphe 33(1) à :

a) exercer toute activité précisée dans l’arrêté et interdite par ailleurs par la présente loi mais à laquelle la personne morale prorogée se livrait à la date du dépôt de la demande de lettres patentes;

b) maintenir en circulation des titres de créance dont la présente loi n’autorise pas l’émission, dans la mesure où ils étaient déjà en circulation à la date de la demande;

c) [Abrogé, 1994, ch. 47, art. 202]

d) détenir des éléments d’actif prohibés par la présente loi mais qui, à la date de la demande, appartenaient à la personne morale prorogée comme société;

e) acquérir et détenir des éléments d’actif prohibés par la présente loi, dans le cas où la personne morale prorogée comme société était obligée, à la date de la demande, de les acquérir;

 

 

Current to February 11, 2020

   26    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Continuance

  

Prorogation

Section 37

  

Article 37

                                    

 

(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

f) tenir à l’étranger les livres et registres dont la présente loi exige la tenue au Canada.

 

Duration

(2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

(a) with respect to any activity described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

(b) with respect to any matter described in paragraph (1)(b), ten years; and

(c) with respect to any matter described in any of paragraph (1)(d) to (f), two years.

Durée des exceptions

(2) L’arrêté précise la période de validité de l’autorisation, qui ne peut excéder :

a) dans les cas visés à l’alinéa (1)a), trente jours à partir de la date de délivrance des lettres patentes ou, lorsque l’activité découle d’accords existant à cette date, la date d’expiration de ces accords;

b) dans les cas visés à l’alinéa (1)b), dix ans;

c) deux ans dans les autres cas.

 

Non-application

(2.1) Paragraph (2)(a) does not apply to a company if the body corporate continued as the company was, at any time before the coming into force of this subsection, engaged in any personal property leasing activity in which a financial leasing entity, as defined in subsection 449(1), is not permitted to engage.

Non-application

(2.1) L’alinéa (2)a) ne s’applique pas à la société si la personne morale qui a été prorogée en cette société a exercé, avant l’entrée en vigueur du présent paragraphe, toute activité de crédit-bail mobilier qu’une entité s’occupant de crédit-bail, au sens du paragraphe 449(1), n’est pas elle-même autorisée à exercer.

 

Renewal

(3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as the Minister considers necessary.

Renouvellement

(3) Sous réserve du paragraphe (4), le ministre peut sur recommandation du surintendant, dans les cas visés aux alinéas (1)b) à e), accorder, par arrêté, les renouvellements d’autorisation qu’il estime nécessaires.

 

Limitation

(4) The Minister shall not grant to a company any permission

(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company that the company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

(b) with respect to matters referred to in paragraphs (1)(d) and (e), that purports to be effective more than

Restriction

(4) Le ministre ne peut pas délivrer d’autorisation qui serait encore valable plus de dix ans après la date d’obtention par la société de l’agrément de fonctionnement dans les cas visés aux alinéas (1)d) et e); dans les cas visés à l’alinéa (1)b), il ne peut le faire que s’il est convaincu, sur la foi de la déposition sous serment d’un dirigeant de la société, que celle-ci sera dans l’incapacité juridique de racheter les titres de créance visés par l’autorisation encore en circulation à l’expiration de ce délai.

1991, ch. 45, art. 37; 1994, ch. 47, art. 202; 1997, ch. 15, art. 342; 1999, ch. 31, art. 213(F); 2007, ch. 6, art. 339; 2009, ch. 2, art. 288.

 

 

Current to February 11, 2020

   27    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Continuance

  

Prorogation

Sections 37-38

  

Articles 37-38

 

ten years after the date of the approval for the company to commence and carry on business.

1991, c. 45, s. 37; 1994, c. 47, s. 202; 1997, c. 15, s. 342; 1999, c. 31, s. 213(F); 2007, c. 6, s. 339; 2009, c. 2, s. 288.

 

 

Discontinuance

Transferring to other federal Acts

38 (1) A company may

(a) apply, under the Bank Act, for letters patent continuing the company as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act;

(b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act, for a certificate of continuance as a corporation under that Act;

(c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act, for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;

(d) apply, under the Cooperative Credit Associations Act, for letters patent continuing the company as an association under that Act, or amalgamating and continuing the company as an association under that Act; or

(e) apply, under the Insurance Companies Act, for letters patent continuing the company as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the company as a company (other than a mutual company) or an insurance holding company under that Act.

Cessation

Prorogation sous le régime d’autres lois fédérales

38 (1) La société peut demander :

a) la délivrance de lettres patentes de prorogation en banque ou en société de portefeuille bancaire en vertu de la Loi sur les banques ou de lettres patentes de fusion et prorogation en banque ou en société de portefeuille bancaire en vertu de cette loi;

b) avec l’agrément écrit du ministre, la délivrance d’un certificat de prorogation en société en vertu de la Loi canadienne sur les sociétés par actions;

c) avec l’agrément écrit du ministre, la délivrance d’un certificat de prorogation en coopérative en vertu de la Loi canadienne sur les coopératives ou d’un certificat de prorogation et d’un certificat de fusion en coopérative en vertu de cette loi;

d) la délivrance de lettres patentes de prorogation en association en vertu de la Loi sur les associations coopératives de crédit ou de lettres patentes de fusion et prorogation en association en vertu de cette loi;

e) la délivrance de lettres patentes de prorogation en société — exception faite d’une société mutuelle — ou en société de portefeuille d’assurances aux termes de la Loi sur les sociétés d’assurances ou de lettres patentes de fusion et prorogation en société —exception faite d’une société mutuelle — ou en société de portefeuille d’assurances en vertu de cette loi.

 

Conditions for approval

(2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that

(a) the company has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company is situated, a notice of its intention to apply for the approval;

(b) the company is not carrying on any of the fiduciary activities referred to in section 412;

(c) unless the company is a subsidiary of another company and it uses the name of the other company in

Conditions préalables à l’agrément

(2) L’agrément visé aux alinéas (1)b) ou c) ne peut être donné que si le ministre est convaincu :

a) que la société a fait publier une fois par semaine pendant quatre semaines consécutives, dans la Gazette du Canada et dans un journal à grand tirage paraissant au lieu du siège de la société ou dans les environs, un préavis de son intention de faire la demande d’agrément;

b) qu’elle n’exerce pas les activités fiduciaires visées à l’article 412;

 

 

Current to February 11, 2020

   28    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Discontinuance

  

Cessation

Sections 38-41

  

Articles 38-41

 

its name as permitted by section 48, the company will not use the word “fiduciaire”, “fiduciary”, “fiducie”, “loan”, “loanco”, “prêt”, “trust” or “trustco” in its name after the certificate referred to in that paragraph is issued;

(d) the company does not hold deposits, other than deposits that are made by a person who controls the company or by a person who has a significant interest in a class of shares of the company and that are not insured by the Canada Deposit Insurance Corporation; and

(e) the application has been authorized by a special resolution.

c) sauf si elle est une filiale d’une autre société et qu’elle utilise dans sa dénomination sociale celle de l’autre société en conformité avec l’article 48, qu’elle s’est engagée à ne pas utiliser les mots « fiduciaire », « fiduciary », « fiducie », « loan », « loanco », « prêt », « trust » ou « trustco » dans sa dénomination sociale après la délivrance du certificat visé à cet alinéa;

d) qu’elle ne détient pas de dépôts, à l’exception des dépôts qui sont faits par une personne qui la contrôle ou qui détient un intérêt substantiel dans une catégorie d’actions de la société et qui ne sont pas assurés par la Société d’assurance-dépôts du Canada;

e) que la demande a été autorisée par résolution extraordinaire.

 

Withdrawing application

(3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the company may, without further approval of the shareholders, withdraw the application before it is acted on.

Retrait de la demande

(3) Les administrateurs de la société peuvent, si cette faculté leur est accordée par les actionnaires dans la résolution extraordinaire autorisant la demande de certificat ou de lettres patentes, retirer celle-ci avant qu’il n’y soit donné suite.

 

Restriction on other transfers

(4) A company may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).

1991, c. 45, ss. 38, 559; 1994, c. 24, s. 34(F); 1997, c. 15, s. 343; 2001, c. 9, s. 487; 2007, c. 6, s. 340.

Restriction : prorogation en vertu d’autres régimes

(4) La société ne peut demander la prorogation ou la fusion et la prorogation, selon le cas, si ce n’est en conformité avec le paragraphe (1).

1991, ch. 45, art. 38 et 559; 1994, ch. 24, art. 34(F); 1997, ch. 15, art. 343; 2001, ch. 9, art. 487; 2007, ch. 6, art. 340.

 

Act ceases to apply

39 If a company applies for a certificate or letters patent referred to in section 38 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company as of the day the certificate or the letters patent take effect.

1991, c. 45, s. 39; 1994, c. 24, s. 34(F); 2007, c. 6, s. 340.

40 [Repealed, 2007, c. 6, s. 340]

Cessation

39 En cas de délivrance d’un certificat ou de lettres patentes par suite d’une demande faite par la société en vertu de l’article 38, la présente loi cesse de s’appliquer à celle-ci à la date de prise d’effet du certificat ou des lettres patentes.

1991, ch. 45, art. 39; 1994, ch. 24, art. 34(F); 2007, ch. 6, art. 340.

40 [Abrogé, 2007, ch. 6, art. 340]

 

Corporate Name

Prohibited names

41 (1) A company may not be incorporated under this Act with a name

(a) that is prohibited by an Act of Parliament;

(b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

 

Dénomination sociale

Dénominations prohibées

41 (1) La société ne peut être constituée aux termes de la présente loi sous une dénomination sociale :

a) dont une loi fédérale interdit l’utilisation;

b) qui, selon le surintendant, est fausse ou trompeuse;

c) qui est identique à la marque de commerce, au nom commercial ou à la dénomination sociale d’une personne morale existant ou qui, selon le

 

 

Current to February 11, 2020

   29    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Corporate Name

  

Dénomination sociale

Sections 41-44

  

Articles 41-44

 

(c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

(i) trademark or trade name, or

(ii) corporate name of a body corporate,

except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

(d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or

(e) that is reserved under section 45 for another company or a proposed company.

surintendant, est à peu près identique à ceux-ci ou leur est similaire au point de prêter à confusion, sauf si, d’une part, la dénomination, la marque ou le nom est en voie d’être changé ou la personne morale est en cours de dissolution et, d’autre part, le consentement de celle-ci à cet égard est signifié au surintendant selon les modalités qu’il peut exiger;

d) qui est identique au nom sous lequel une entité exerce son activité ou est connue, ou qui, selon le surintendant, est à peu près identique à celui-ci ou lui est similaire au point de prêter à confusion avec lui;

e) qui est réservée, en application de l’article 45, à une autre société existante ou projetée.

 

Exception

(2) Paragraph (1)(a) does not apply with respect to any former-Act company incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited.

1991, c. 45, s. 41; 1996, c. 6, s. 112; 1997, c. 15, s. 344; 2014, c. 20, s. 366(E).

Exception

(2) L’alinéa (1)a) ne s’applique pas à la société antérieure constituée en personne morale sous le régime d’une loi fédérale qui autorise expressément l’utilisation d’une dénomination qui serait autrement interdite.

1991, ch. 45, art. 41; 1996, ch. 6, art. 112; 1997, ch. 15, art. 344; 2014, ch. 20, art. 366(A).

 

Trust company

42 A company that is a trust company pursuant to subsection 57(2) must have the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” included in its name.

 

Société de fiducie

42 La dénomination sociale d’une société de fiducie au sens du paragraphe 57(2) doit comporter l’un des mots suivants : « fiduciaire », « fiduciary », « fiducie », « trust » ou « trustco ».

 

Affiliated company

43 Despite section 41, a company that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

1991, c. 45, s. 43; 1996, c. 6, s. 113; 2001, c. 9, s. 488; 2007, c. 6, s. 341.

Société faisant partie d’un groupe

43 Par dérogation à l’article 41, la société qui est du même groupe qu’une autre entité peut, une fois obtenu son consentement, adopter une dénomination sociale à peu près identique à celle de l’entité ou être constituée en personne morale sous une telle dénomination.

1991, ch. 45, art. 43; 1996, ch. 6, art. 113; 2001, ch. 9, art. 488; 2007, ch. 6, art. 341.

 

French or English form of name

44 (1) The name of a company may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the company may use and be legally designated by any such form.

Français ou anglais

44 (1) Dans les lettres patentes, la dénomination sociale peut être énoncée sous l’une des formes suivantes, qui peut légalement désigner la société : français seul, anglais seul, français et anglais, ou combinaison de ces deux langues.

 

Alternate name

(2) A company may identify itself outside Canada by its name in any language and the company may use and be

Dénomination pour l’étranger

(2) La société peut, à l’étranger, énoncer sa dénomination sociale sous n’importe quelle forme

 

 

Current to February 11, 2020

   30    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Corporate Name

  

Dénomination sociale

Sections 44-47

  

Articles 44-47

 

legally designated by any such form of its name outside Canada.

linguistique, laquelle peut dès lors légalement désigner la société en dehors du Canada.

 

Other name

(3) Subject to subsection (4) and section 260, a company may carry on business under or identify itself by a name other than its corporate name.

Autre nom

(3) Sous réserve du paragraphe (4) et de l’article 260, la société peut exercer son activité commerciale ou s’identifier sous un nom autre que sa dénomination sociale.

 

Directions

(4) Where a company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the company not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 41(1)(a) to (e).

1991, c. 45, s. 44; 1996, c. 6, s. 114.

Interdiction

(4) Dans le cas où la société exerce son activité commerciale ou s’identifie sous un autre nom que sa dénomination sociale, le surintendant peut, par ordonnance, lui interdire d’utiliser cet autre nom s’il est d’avis que celui-ci est visé à l’un des alinéas 41(1)a) à e).

1991, ch. 45, art. 44; 1996, ch. 6, art. 114.

 

Reserved name

45 The Superintendent may, on request, reserve for ninety days a name for a proposed company or for a company that intends to change its name.

Réservation de la dénomination

45 Le surintendant peut, sur demande, réserver pendant quatre-vingt-dix jours une dénomination sociale à l’intention d’une société sur le point de se constituer ou de changer sa dénomination sociale.

 

Directing change of name

46 (1) If through inadvertence or otherwise a company

(a) comes into existence or is continued with a name, or

(b) on an application to change its name, is granted a name

that is prohibited by section 41, the Superintendent may, by order, direct the company to change its name and the company shall comply with that direction.

Changement obligatoire

46 (1) Le surintendant peut, par ordonnance, forcer la société qui, notamment par inadvertance, a reçu une dénomination sociale interdite par l’article 41 à la changer sans délai.

 

Revoking name

(2) If a company has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the company and assign to it a name and, until changed in accordance with section 220 or 222, the name of the company is thereafter the name so assigned.

1991, c. 45, s. 46; 1996, c. 6, s. 115; 2001, c. 9, s. 489.

Invalidation

(2) Le surintendant peut invalider la dénomination sociale de la société qui ne se conforme pas à l’ordonnance dans les soixante jours qui suivent sa signification et lui attribuer une dénomination qui constituera, tant qu’elle ne sera pas changée conformément aux articles 220 ou 222, sa dénomination officielle.

1991, ch. 45, art. 46; 1996, ch. 6, art. 115; 2001, ch. 9, art. 489.

 

Restriction re trust company name

47 (1) No entity incorporated or formed by or under an Act of Parliament other than this Act shall use the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” or any word or words of import equivalent to any of those words in its name.

Restrictions

47 (1) L’emploi, dans la dénomination sociale, des mots « fiduciaire », « fiduciary », « fiducie », « trust » ou « trustco » ou de tout autre mot ayant un sens équivalent est interdit à toute entité constituée en personne morale ou formée aux termes d’une autre loi fédérale.

 

 

Current to February 11, 2020

   31    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Corporate Name

  

Dénomination sociale

Sections 47-48.1    Articles 47-48.1

 

Restriction re loan company name

(2) No entity incorporated or formed by or under any Act of Parliament other than this Act shall use the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name.

 

Autres restrictions

(2) L’emploi, dans la dénomination sociale, des mots « loan », « loanco » ou « prêt » ou de tout autre mot ayant un sens équivalent est interdit à toute entité constituée en personne morale ou formée aux termes d’une autre loi fédérale.

 

Exception

(3) Subsections (1) and (2) do not apply to

(a) an entity the business of which is not financial activities; or

(b) an entity that was, on the day immediately preceding the day on which

(i) subsection (1) comes into force, using the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trust-co” or any word or words of import equivalent to any of those words in its name, or

(ii) subsection (2) comes into force, using the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name.

1991, c. 45, s. 47; 1996, c. 6, s. 115.

 

Exception

(3) Les paragraphes (1) et (2) ne visent pas les entités :

a) soit qui n’ont pas pour objet une activité financière;

b) soit qui, à l’entrée en vigueur du paragraphe (1), utilisaient les mots « fiduciaire », « fiduciary », « fiducie », « trust » ou « trustco » ou tout autre mot ayant un sens équivalent, ou, à l’entrée en vigueur du paragraphe (2), utilisaient les mots « loan », « loanco » ou « prêt » ou tout autre mot ayant un sens équivalent.

1991, ch. 45, art. 47; 1996, ch. 6, art. 115.

 

Subsidiaries

48 Despite subsections 47(1) and (2), a subsidiary of a company may use the company’s name in its name.

1991, c. 45, s. 48; 1996, c. 6, s. 115; 2001, c. 9, s. 490.

Filiales

48 Par dérogation aux paragraphes 47(1) et (2), la filiale d’une société peut utiliser dans sa dénomination sociale celle de la société.

1991, ch. 45, art. 48; 1996, ch. 6, art. 115; 2001, ch. 9, art. 490.

 

Definition of reserved name

48.1 (1) In this section, reserved name means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

 

Définition de raison sociale prohibée

48.1 (1) Pour l’application du présent article, sont prohibées les raisons sociales qui utilisent les mots « assurance », « assurances », « insurance », « lifeco », « fiduciaire », « fiduciary », « fiducie », « trust », « trustco », « loan », « loanco » ou « prêt » ou tout autre mot ayant un sens équivalent.

 

Termination of control required in certain cases

(2) No person, other than a financial institution, who

(a) is carrying on business in Canada under a reserved name, and

(b) has control or acquires control of a company, shall control the company on the later of

(c) one year after this section comes into force, and

(d) one year after the date of acquisition of the control.

Fin du contrôle

(2) Quiconque exploite son entreprise au Canada sous une raison sociale prohibée, à l’exception d’une institution financière, doit cesser d’exercer le contrôle sur une société après l’année qui suit soit la prise de contrôle soit la date d’entrée en vigueur du présent article, la dernière en date étant retenue.

 

 

Current to February 11, 2020

   32    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART III Incorporation, Continuance and Discontinuance

  

PARTIE III Constitution, prorogation et cessation

Corporate Name

  

Dénomination sociale

Sections 48.1-49

  

Articles 48.1-49

 

Prohibition

(3) No person, other than a financial institution, who

(a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

(b) has control or acquires control of a company, shall control the company on the later of

(c) one year after this section comes into force, and

(d) one year after the date of the acquisition of the control.

Fin du contrôle

(3) Quiconque, à l’exception d’une institution financière, contrôle une entité — autre qu’une institution financière — qui exploite une entreprise au Canada sous une raison sociale prohibée doit cesser d’exercer le contrôle sur une société après l’année qui suit soit la prise de contrôle de la société soit la date d’entrée en vigueur du présent article, la dernière en date étant retenue.

 

Continuing control prohibited

(4) Notwithstanding subsection (3), where a financial institution controls an entity that

(a) is not a financial institution,

(b) carries on business in Canada under a reserved name, and

(c) has control or acquires control of a company, the entity shall not control the company on the later of

(d) one year after this section comes into force, and

(e) one year after the date on which the entity acquires control of the company.

Fin du contrôle

(4) Malgré le paragraphe (3), si une institution financière contrôle une entité qui, sans être une institution financière, exploite une entreprise au Canada sous une raison sociale prohibée et contrôle une société ou en acquiert le contrôle, l’entité doit cesser d’exercer le contrôle sur la société après l’année qui suit soit la prise de contrôle de la société soit l’entrée en vigueur du présent article, la dernière en date étant retenue.

 

Exceptions

(5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on the day immediately preceding the day on which those subsections come into force.

1996, c. 6, s. 115.

 

Exceptions

(5) Les paragraphes (2) à (4) ne s’appliquent pas à une personne ou entité qui, à leur entrée en vigueur, exploite une entreprise au Canada sous une raison sociale prohibée.

1996, ch. 6, art. 115.

 

PART IV

Organization and Commencement

Organization Meetings

First directors’ meeting

49 (1) After letters patent incorporating a company are issued, a meeting of the directors of the company shall be held at which the directors may, subject to this Part,

(a) make by-laws;

PARTIE IV

Organisation et fonctionnement

Réunions

Réunion constitutive

49 (1) Après la délivrance des lettres patentes constituant la société, le conseil d’administration tient une réunion au cours de laquelle il peut, sous réserve de la présente partie :

 

 

Current to February 11, 2020

   33    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IV Organization and Commencement

  

PARTIE IV Organisation et fonctionnement

Organization Meetings

  

Réunions

Sections 49-51

  

Articles 49-51

 

(b) adopt forms of share certificates and corporate records;

(c) authorize the issue of shares of the company;

(d) appoint officers;

(e) appoint an auditor to hold office until the first meeting of shareholders;

(f) make banking arrangements; and

(g) deal with any other matters necessary to organize the company.

a) prendre des règlements administratifs;

b) adopter les modèles des certificats d’actions et des livres ou registres sociaux;

c) autoriser l’émission d’actions;

d) nommer les dirigeants;

e) nommer un vérificateur dont le mandat expirera à la première assemblée des actionnaires;

f) conclure des conventions bancaires;

g) traiter de toute autre question d’organisation.

 

Calling directors’ meeting

(2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 185(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the company.

Convocation de la réunion

(2) Le fondateur de la société — ou l’administrateur nommé dans la demande de lettres patentes — peut, sous réserve du paragraphe 185(2), convoquer la réunion prévue au paragraphe (1) en avisant chaque administrateur, au moins cinq jours à l’avance, des date, heure et lieu de celle-ci ainsi que de son objet.

 

Calling shareholders’ meeting

50 (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a company in respect of which letters patent were issued under section 21 from the issue of its shares, the directors of the company shall without delay call a meeting of the shareholders of the company.

Convocation d’une assemblée des actionnaires

50 (1) Dès que le produit de l’émission d’actions atteint cinq millions de dollars ou le montant supérieur que le ministre peut exiger, les administrateurs de toute société ayant obtenu des lettres patentes en vertu de l’article 21 convoquent une assemblée des actionnaires.

 

Meeting of shareholders

(2) The shareholders of a company shall, by resolution at the meeting of shareholders called pursuant to subsection (1),

(a) approve, amend or reject any by-law made by the directors of the company;

(b) subject to section 172, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election; and

(c) appoint an auditor to hold office until the close of the first annual meeting of shareholders.

1991, c. 45, s. 50; 2001, c. 9, s. 491.

 

Assemblée des actionnaires

(2) Les actionnaires doivent, par résolution adoptée lors de leur première assemblée :

a) approuver, modifier ou rejeter tout règlement administratif pris par les administrateurs;

b) sous réserve de l’article 172, élire des administrateurs dont le mandat expirera au plus tard à la clôture de la troisième assemblée annuelle suivante;

c) nommer un vérificateur jusqu’à la clôture de la première assemblée annuelle.

1991, ch. 45, art. 50; 2001, ch. 9, art. 491.

 

Term of first directors

51 A director named in the application for letters patent to incorporate a company holds office until the election of directors at the meeting of shareholders called pursuant to subsection 50(1).

Mandat des premiers administrateurs

51 Le mandat des administrateurs désignés dans la demande de constitution expire à l’élection des administrateurs lors de la première assemblée des actionnaires.

 

 

Current to February 11, 2020

   34    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IV Organization and Commencement

  

PARTIE IV Organisation et fonctionnement

Commencement and Carrying on of Business

  

Fonctionnement initial

Section 52

  

Article 52

 

Commencement and Carrying on of Business

Order to commence and carry on business

52 (1) A company shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the company.

Fonctionnement initial

Autorisation de fonctionnement

52 (1) La société ne peut commencer à fonctionner sans l’agrément du surintendant.

 

Former-Act companies — Loan Companies Act

(2) A licence that was issued to a company under section 76 of the Loan Companies Act and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) and the company remains subject to any and all other restrictions and conditions in the licence.

Sociétés antérieures Loi sur les sociétés de prêt

(2) Est assimilé à un agrément de durée indéterminée le permis qui a été délivré aux termes de l’article 76 de la Loi sur les sociétés de prêt et qui est encore valide à la date d’entrée en vigueur de la présente partie; les conditions et restrictions qui y sont énoncées demeurent en vigueur.

 

Former-Act companies

(3) A licence that was issued to a company under section 87 of the Trust Companies Act or under section 112 of the Loan Companies Act and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) containing the authorization referred to in subsection 57(1) or the designation referred to in subsection 57(3), as the case may be, and the company remains subject to any and all other restrictions and conditions contained in the licence.

Sociétés antérieures Loi sur les sociétés de fiducie

(3) Est assimilé à un agrément de durée indéterminée et assorti de l’autorisation prévue au paragraphe 57(1) ou de la désignation prévue au paragraphe 57(3) le permis qui a été délivré aux termes de l’article 87 de la Loi sur les sociétés de fiducie ou de l’article 112 de la Loi sur les sociétés de prêt et qui est encore valide à la date d’entrée en vigueur de la présente partie; les conditions et restrictions qui y sont énoncées demeurent en vigueur.

 

Continued company

(4) Except in respect of a body corporate that is continued as a company under this Act for the purposes of forthwith amalgamating with one or more bodies corporate and continuing as a company under this Act, where letters patent continuing a body corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company.

Sociétés prorogées

(4) Le surintendant délivre un agrément à toute personne morale prorogée comme société sous le régime de la présente loi, sauf dans le cas de celle qui est prorogée uniquement en vue d’une fusion immédiate avec une ou plusieurs autres.

 

Amalgamated company

(5) Where letters patent amalgamating and continuing two or more bodies corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company.

Société issue d’une fusion

(5) De même, il délivre un agrément à la société issue de la fusion et de la prorogation de personnes morales sous le régime de la présente loi.

 

Subsection 53(2) and section 56 do not apply

(6) For greater certainty, subsection 53(2) and section 56 do not apply in respect of a company referred to in sub-sections (4) and (5).

Non-application du paragraphe 53(2) et de l’article 56

(6) Il est entendu que le paragraphe 53(2) et l’article 56 ne s’appliquent pas aux sociétés visées aux paragraphes (4) et (5).

 

 

Current to February 11, 2020

   35    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IV Organization and Commencement

  

PARTIE IV Organisation et fonctionnement

Commencement and Carrying on of Business

  

Fonctionnement initial

Sections 53-56

  

Articles 53-56

 

Authority to make order

53 (1) On application by a company, the Superintendent may make an order approving the commencement and carrying on of business by the company.

Ordonnance

53 (1) Sur demande de la société, le surintendant peut, par ordonnance, délivrer l’agrément.

 

Statement of payments

(2) An application by a company for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the company in connection with its incorporation and organization.

État des dépenses

(2) La demande doit comporter un état des dépenses entraînées pour la société par sa constitution et son organisation.

 

No payments before order

54 Until an order approving the commencement and carrying on of business is made for a company, the company shall not make any payment on account of incorporation or organization expenses out of moneys received from the issue of the shares of the company and interest thereon, except reasonable sums

(a) for the remuneration of not more than two officers;

(b) for the payment of costs related to the issue of shares of the company; and

(c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses.

Interdiction de payer les frais avant l’agrément

54 Tant qu’elle n’a pas reçu l’agrément, il est interdit à la société de payer ses dépenses de constitution et d’organisation sur les fonds procurés par l’émission d’actions et les intérêts y afférents, sauf en ce qui concerne, et ce pour un montant raisonnable :

a) la rémunération de deux dirigeants au plus;

b) les frais d’émission d’actions;

c) les dépenses de secrétariat, de services juridiques, de comptabilité et d’aménagement — en un seul endroit — de bureaux, ainsi que les frais de bureau, de publicité, de papeterie, d’affranchissement et de déplacement.

 

Deposits and investments before order

55 Where a company comes into existence but no order approving the commencement and carrying on of business is made for the company, the company may only

(a) deposit, in Canada, paid-in capital of the company in another deposit-taking Canadian financial institution; or

(b) invest paid-in capital of the company in unencumbered securities of the Government of Canada or the government of any province.

Dépôts ou placements préalables

55 La société créée mais non encore agréée peut seulement soit déposer, au Canada, son capital versé dans une autre institution financière canadienne acceptant des dépôts, soit le placer dans des titres non grevés du gouvernement du Canada ou du gouvernement d’une province.

 

Conditions for order

56 (1) The Superintendent shall not make an order approving the commencement and carrying on of business by a company until it has been shown to the satisfaction of the Superintendent that

(a) the meeting of shareholders of the company referred to in subsection 50(1) has been duly held;

(b) the company has paid-in capital of at least five million dollars or any greater amount that is specified by the Minister under subsection 50(1);

Conditions

56 (1) Le surintendant ne délivre l’agrément à la société que si celle-ci a établi, à sa satisfaction, que :

a) l’assemblée des actionnaires prévue au paragraphe 50(1) s’est tenue en bonne et due forme;

b) le capital versé est égal à au moins cinq millions de dollars ou au montant supérieur précisé par le ministre en application du paragraphe 50(1);

 

 

Current to February 11, 2020

   36    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IV Organization and Commencement

  

PARTIE IV Organisation et fonctionnement

Commencement and Carrying on of Business

  

Fonctionnement initial

Sections 56-58

  

Articles 56-58

 

(c) the expenses of incorporation and organization to be borne by the company are reasonable; and

(d) all other relevant requirements of this Act have been complied with.

c) ses dépenses de constitution et d’organisation ne sont pas excessives;

d) les autres conditions pertinentes imposées par la présente loi ont été remplies.

 

Time limit

(2) The Superintendent shall not make an order approving the commencement and carrying on of business by a company more than one year after the day on which the company comes into existence.

1991, c. 45, s. 56; 2001, c. 9, s. 492.

Délai de délivrance de l’agrément

(2) L’agrément ne peut être délivré que dans la première année d’existence de la société.

1991, ch. 45, art. 56; 2001, ch. 9, art. 492.

 

Authorization in order

57 (1) An order approving the commencement and carrying on of business by a company may, at the discretion of the Superintendent, contain the authorization for the company to carry on the activities referred to in section

412.

Autorisation spéciale

57 (1) Le surintendant peut, à sa discrétion, assortir l’ordonnance d’agrément d’une autorisation d’exercer les activités mentionnées à l’article 412.

 

Trust company

(2) Where an order approving the commencement and carrying on of business by a company contains the authorization referred to in subsection (1), subsection 52(3) or paragraph 58(1)(a), the company is a trust company under this Act.

Effet de l’autorisation

(2) Lorsque le surintendant lui délivre l’autorisation visée aux paragraphes (1) ou 52(3) ou à l’alinéa 58(1)a), la société est par le fait même réputée être une société de fiducie régie par la présente loi.

 

Mortgage investment company

(3) An order approving the commencement and carrying on of business by a company, other than a company that is a trust company pursuant to subsection (2), may, at the discretion of the Superintendent, contain a designation that the company is a mortgage investment company under this Act.

Société de crédit immobilier

(3) L’agrément peut, à l’appréciation du surintendant, désigner la société comme société de crédit immobilier au titre de la présente loi, sauf s’il s’agit d’une société de fiducie au titre du paragraphe (2).

 

Conditions of order

(4) An order approving the commencement and carrying on of business by a company may contain such conditions or limitations that are consistent with this Act and relate to the business of the company as the Superintendent deems expedient and necessary.

Conditions

(4) L’agrément peut aussi être assorti des conditions ou restrictions compatibles avec la présente loi que le surintendant juge utiles en ce qui a trait à l’activité commerciale de la société.

 

Variations

58 (1) In respect of the order approving the commencement and carrying on of business by a company, the Superintendent may at any time, by further order,

(a) add to the order the authorization for the company to carry on the activities referred to in section 412, or the designation referred to in subsection 57(3),

(b) make the order subject to such conditions or limitations that are consistent with this Act and that relate

Modification

58 (1) Le surintendant peut à tout moment, toujours par ordonnance, modifier l’agrément :

a) en y ajoutant l’autorisation d’exercer les activités mentionnées à l’article 412 ou la désignation visée au paragraphe 57(3);

b) en l’assortissant des conditions ou restrictions compatibles avec la présente loi qu’il estime nécessaires en ce qui a trait à l’activité commerciale de la société;

 

 

Current to February 11, 2020

   37    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IV Organization and Commencement

  

PARTIE IV Organisation et fonctionnement

Commencement and Carrying on of Business

  

Fonctionnement initial

Sections 58-61

  

Articles 58-61

 

to the business of the company as the Superintendent deems expedient and necessary,

(c) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject, or

(d) revoke any designation contained in the order, but before making any such further order the Superintendent shall provide the company with an opportunity to make representations regarding that further order.

c) en modifiant ou annulant toute autorisation particulière qui y est prévue ou toute condition ou restriction y figurant;

d) en y annulant la désignation.

Il doit cependant auparavant donner à la société la possibilité de lui présenter ses observations à cet égard.

 

 

(2) to (6) [Repealed, 1996, c. 6, s. 116]

1991, c. 45, s. 58; 1996, c. 6, s. 116.

(2) à (6) [Abrogés, 1996, ch. 6, art. 116]

1991, ch. 45, art. 58; 1996, ch. 6, art. 116.

 

Public notice

59 (1) On the making of an order approving the commencement and carrying on of business by a company, the company shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where the head office of the company is located.

Avis public

59 (1) La société est tenue de faire paraître un avis de l’ordonnance d’agrément dans un journal à grand tirage publié au lieu de son siège ou dans les environs.

 

Notice in Canada Gazette

(2) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order approving the commencement and carrying on of business by a company.

Avis dans la Gazette du Canada

(2) Le surintendant fait publier un avis de l’ordonnance d’agrément dans la Gazette du Canada.

 

Non-application to former-Act company

(3) For greater certainty, this section does not apply to a company referred to in subsections 52(2) and (3).

Non-application aux sociétés antérieures

(3) Il est entendu que le présent article ne s’applique pas aux sociétés visées aux paragraphes 52(2) et (3).

 

Cessation of existence

60 Except for the sole purpose of winding up the company’s affairs, a company ceases to exist one year after the day on which its incorporating instrument became effective if it does not obtain an order approving the commencement and carrying on of business within that year.

Cessation d’existence

60 La société qui n’a pas reçu l’agrément dans l’année qui suit la date de prise d’effet de son acte constitutif n’a plus d’existence légale, sauf pour la liquidation de ses affaires internes.

 

Allowed disbursements

61 (1) Where an order approving the commencement and carrying on of business is not made for a company, no part of the moneys of the company shall be used for the payment of incorporation and organization expenses, other than remuneration and costs referred to in section 54, unless the payment has been approved by a special resolution.

Paiements autorisés

61 (1) À défaut d’agrément, les fonds de la société ne peuvent servir à régler les frais de constitution et d’organisation, autres que ceux visés à l’article 54, sauf résolution extraordinaire adoptée à cette fin.

 

Application to court to settle disbursements

(2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to

Saisine de juridiction

(2) Faute d’une telle résolution ou s’ils jugent insuffisant le montant alloué par celle-ci, les administrateurs peuvent demander à tout tribunal compétent au lieu du siège de statuer sur les montants à prélever sur les fonds de la société avant toute répartition aux actionnaires du

 

 

Current to February 11, 2020

   38    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IV Organization and Commencement

  

PARTIE IV Organisation et fonctionnement

Commencement and Carrying on of Business

  

Fonctionnement initial

Sections 61-62

  

Articles 61-62

 

any court having jurisdiction in the place where the head office of the company is situated to settle and determine the amounts to be paid out of any moneys of the company before distribution of the balance to the shareholders or, where there are no shareholders, to the incorporators.

solde disponible ou, à défaut d’actionnaires, aux fondateurs.

 

Notice of application to court

(3) The directors shall, at least twenty-one days prior to the date fixed for the hearing of the application referred to in subsection (2), send to the shareholders or incorporators, as the case may be, a notice of the application, which notice shall contain a statement of the amounts that are proposed to be settled and determined by the court.

Préavis

(3) Les administrateurs envoient aux actionnaires ou aux fondateurs, selon le cas, un préavis de la demande au moins vingt et un jours avant la date d’audition de celle-ci, auquel ils joignent un état des frais sur lesquels le tribunal aura à statuer.

 

Ratio payable

(4) In order that the amounts paid and payable under this section may be equitably borne by the shareholders or incorporators, as the case may be, the directors shall, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part thereof chargeable to each shareholder or incorporator as the ratio of the amount paid in by the shareholder or incorporator to the aggregate of all the amounts paid in by the shareholders or incorporators.

Quote-part

(4) Après que les montants ont été approuvés par résolution extraordinaire ou fixés par le tribunal, les administrateurs, pour assurer une répartition équitable entre les actionnaires ou les fondateurs, selon le cas, des frais payables aux termes du présent article, déterminent la contribution de chacun d’eux au prorata de son apport.

 

Return of excess

(5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned thereon, to the shareholders or incorporators, the respective balances of the moneys paid in by them, less the amount chargeable to each shareholder or incorporator under subsection (4).

Répartition du solde disponible

(5) Après le paiement des frais à acquitter aux termes du présent article, les administrateurs remboursent à chaque actionnaire ou fondateur le montant de son apport, intérêts créditeurs compris, moins sa contribution aux frais calculée conformément au paragraphe (4).

 

PART V

Capital Structure

Share Capital

Power to issue shares

62 (1) Subject to this Act and the by-laws of the company, shares of a company may be issued at such times and to such persons and for such consideration as the directors of the company may determine.

PARTIE V

Structure du capital

Capital-actions

Pouvoir d’émission

62 (1) Sous réserve de la présente loi et de ses propres règlements administratifs, la société peut émettre des actions aux dates, à l’intention des personnes et pour la contrepartie que les administrateurs déterminent.

 

Shares

(2) Shares of a company shall be in registered form and shall be without nominal or par value.

Actions

(2) Les actions sont nominatives sans valeur nominale.

 

 

Current to February 11, 2020

   39    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 62-63

  

Articles 62-63

 

Shares of former-Act company

(3) Shares with nominal or par value of a former-Act company are deemed to be shares without nominal or par value.

Société antérieure

(3) Les actions à valeur nominale émises par une société antérieure sont réputées ne plus avoir de valeur nominale.

 

Shares of continued company

(4) Where a body corporate is continued as a company under this Act, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value.

Actions d’une société prorogée

(4) Les actions à valeur nominale émises par des personnes morales avant leur prorogation sous le régime de la présente loi sont réputées ne plus avoir de valeur nominale.

 

Deemed share conditions

(5) Where any right of a holder of a share with nominal or par value of a former-Act company or a body corporate continued as a company under this Act, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this Part or the continuance under this Act, as the case may be, that right is thereafter deemed to be the same right stated or expressed without reference to the nominal or par value of the share.

Expression des droits des actionnaires

(5) Les droits de détenteurs d’actions à valeur nominale d’une société antérieure ou d’une personne morale prorogée sous le régime de la présente loi, à l’exception des droits de vote, sont réputés, après l’entrée en vigueur de la présente partie ou la prorogation, selon le cas, être inchangés, sauf en ce qui touche la valeur nominale.

 

Common shares

63 (1) A company shall have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders thereof are equal in all respects, and those rights include

(a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote;

(b) the right to receive dividends declared on those shares; and

(c) the right to receive the remaining property of the company on dissolution.

Actions ordinaires

63 (1) La société doit avoir une catégorie d’actions non rachetables, dites « ordinaires », dont les détenteurs ont des droits égaux, notamment les suivants :

a) voter à toutes les assemblées, sauf celles auxquelles sont seuls habilités à voter les détenteurs d’actions d’une catégorie particulière;

b) recevoir les dividendes déclarés;

c) se partager le reliquat des biens de la société lors de sa dissolution.

 

Designations of shares

(2) No company shall designate more than one class of its shares as “common shares” or any variation of that term.

(3) [Repealed, 2012, c. 5, s. 164]

Désignation par « ordinaire »

(2) La société ne peut désigner les actions de plus d’une catégorie comme « ordinaires » ou par une variante de ce terme.

(3) [Abrogé, 2012, ch. 5, art. 164]

 

Continued company

(4) A body corporate continued as a company under this Act that is not in compliance with subsection (2) on the date letters patent continuing it as a company are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection.

Non-conformité : société prorogée

(4) Les personnes morales prorogées comme sociétés en vertu de la présente loi disposent d’un délai de douze mois après la date de délivrance de leurs lettres patentes de prorogation pour se conformer au paragraphe (2).

 

 

Current to February 11, 2020

   40    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 63-65

  

Articles 63-65

 

Exception

(5) Subsections (1) and (2) do not apply in respect of a former-Act company whose shareholders are confined to entities incorporated or formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations.

1991, c. 45, s. 63; 2012, c. 5, s. 164.

Exception

(5) Les paragraphes (1) et (2) ne s’appliquent pas à la société antérieure dont les seuls actionnaires sont des entités constituées en personne morale ou formées sous le régime d’une loi fédérale ou provinciale et qui sont, de l’avis du conseil d’administration, exploitées à titre de caisses populaires ou d’associations coopératives.

1991, ch. 45, art. 63; 2012, ch. 5, art. 164.

 

Classes of shares

64 (1) The by-laws of a company may provide for more than one class of shares and, if they so provide, shall set out

(a) the rights, privileges, restrictions and conditions attaching to the shares of each class; and

(b) the maximum number, if any, of shares of any class that the company is authorized to issue.

Catégories d’actions et leurs droits

64 (1) Les règlements administratifs peuvent prévoir plusieurs catégories d’actions; le cas échéant, ils doivent préciser :

a) les droits, privilèges, conditions et restrictions qui s’y rattachent;

b) s’il y a lieu, le nombre maximal d’actions de toute catégorie que la société est autorisée à émettre.

 

Shareholder approval

(2) Where a by-law referred to in subsection (1) is made, the directors of the company shall submit the by-law to the shareholders at the next meeting of shareholders.

Approbation des actionnaires

(2) Les règlements visés au paragraphe (1) font l’objet d’un vote à l’assemblée générale suivante.

 

Effective date

(3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders at the meeting referred to in subsection (2).

1991, c. 45, s. 64; 2001, c. 9, s. 493.

Date d’entrée en vigueur

(3) La prise d’effet des règlements est subordonnée à leur confirmation, avec ou sans modifications, par résolution extraordinaire des actionnaires à l’assemblée visée au paragraphe (2).

1991, ch. 45, art. 64; 2001, ch. 9, art. 493.

 

Shares issued in series

65 (1) The by-laws of a company may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may

(a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and

(b) authorize the directors to do anything referred to in paragraph (a).

Émission d’actions en série

65 (1) Les règlements administratifs peuvent autoriser, avec ou sans réserve, l’émission d’une catégorie d’actions en une ou plusieurs séries et peuvent :

a) fixer le nombre maximal des actions de chaque série, établir leur désignation et déterminer les droits, privilèges, conditions et restrictions dont elles sont assorties;

b) permettre aux administrateurs de le faire.

 

Series participation

(2) If any cumulative dividend or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

Participation des séries

(2) Si les montants payables au titre des dividendes cumulatifs ou du remboursement du capital n’ont pas été intégralement versés à l’égard d’une série donnée, les actions de toutes les séries de la même catégorie participent proportionnellement à leur distribution.

 

 

Current to February 11, 2020

   41    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 65-68

  

Articles 65-68

 

Voting rights

(3) Where voting rights are attached to any series of a class of shares, the shares of every other series of that class shall have the same voting rights.

Actions avec droit de vote

(3) Les actions de toutes les séries d’une même catégorie possèdent des droits de vote identiques.

 

Restriction on series

(4) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding.

Égalité de traitement

(4) Les droits, privilèges, conditions ou restrictions attachés à une série d’actions autorisée en vertu du présent article ne peuvent lui conférer, en matière de dividendes ou de remboursement de capital, un traitement préférentiel par rapport aux séries de la même catégorie déjà en circulation.

 

Material to Superintendent

(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.

1991, c. 45, s. 65; 2005, c. 54, s. 373; 2007, c. 6, s. 342(E).

 

Documents à envoyer au surintendant

(5) Lorsqu’ils prennent les mesures autorisées en vertu de l’alinéa (1)b), les administrateurs doivent, avant d’émettre des actions d’une série, envoyer au surintendant un exemplaire du règlement administratif afférent et lui communiquer tous détails sur les séries qui seront émises.

1991, ch. 45, art. 65; 2005, ch. 54, art. 373; 2007, ch. 6, art. 342(A).

 

One share, one vote

66 (1) Where voting rights are attached to a share of a company, the voting rights may confer only one vote in respect of that share.

Droits de vote

66 (1) L’action avec droit de vote ne peut conférer qu’un vote et un seul à son détenteur.

 

Exception

(2) Subsection (1) does not apply in respect of

(a) a share of a former-Act company issued on or before September 27, 1990 that entitled the holder to more than one vote, or to a fraction of a vote, in respect of that share; and

(b) any share of a former-Act company that is issued after September 27, 1990 pursuant to the conversion of a security of the former-Act company that was issued with such a conversion privilege prior to that date.

Exception

(2) La règle énoncée au paragraphe (1) ne s’applique pas :

a) aux actions de sociétés antérieures émises avant le 28 septembre 1990, et conférant soit plus d’un vote, soit une fraction de vote, à leurs détenteurs;

b) aux actions de sociétés antérieures émises après le 27 septembre 1990 à la suite de la conversion de valeurs mobilières de celles-ci émises avec ce droit de conversion avant cette date.

 

Shares non-assessable

67 Shares issued by a company after the coming into force of this section are non-assessable and the shareholders are not liable to the company or to its creditors in respect thereof.

Limite de responsabilité

67 L’émission d’une action après l’entrée en vigueur du présent article est libératoire quant à l’apport exigible de son détenteur.

 

Consideration for share

68 (1) No share of any class of shares of a company shall be issued until it is fully paid for in money or, with the approval of the Superintendent, in property.

Contrepartie des actions

68 (1) L’émission par la société d’actions d’une catégorie quelconque est subordonnée à leur libération totale en argent ou, avec l’approbation du surintendant, en biens.

 

 

Current to February 11, 2020

   42    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 68-69

  

Articles 68-69

 

Transitional

(2) Where any share of a company is not fully paid for on the day this Part comes into force, the provisions of the Trust Companies Act or the Loan Companies Act that applied to the company immediately prior to that day and that relate to

(a) the liability of holders of shares of a company that are not fully paid for and the enforcement of that liability,

(b) the forfeiture of the share, and

(c) the forfeiture of the right to vote the share continue to apply in respect of that share.

Disposition transitoire

(2) Les dispositions de la Loi sur les sociétés de fiducie ou de la Loi sur les sociétés de prêt qui régissaient à la date d’entrée en vigueur de la présente partie la responsabilité des détenteurs d’actions non libérées et l’exécution des obligations correspondantes, ainsi que la confiscation de telles actions et la déchéance des droits de vote afférents, continuent de s’appliquer à l’égard des actions qui ne sont pas entièrement libérées à cette date.

 

Other currencies

(3) When issuing shares, a company may provide that any aspect of the shares relating to money or involving the payment of or the liability to pay money be in a currency other than the currency of Canada.

Monnaie étrangère

(3) La société peut prévoir, lors de l’émission de ses actions, que toute disposition de celles-ci relative à une somme d’argent ou prévoyant soit le paiement d’une somme d’argent, soit l’obligation d’en payer une est exprimée en monnaie étrangère.

 

Stated capital account

69 (1) A company shall maintain a separate stated capital account for each class and series of shares it issues.

Compte capital déclaré

69 (1) La société tient un compte capital déclaré distinct pour chaque catégorie et chaque série d’actions.

 

Addition to stated capital account

(2) A company shall record in the appropriate stated capital account the full amount of any consideration it receives for any shares it issues.

Versements au compte capital déclaré

(2) La société verse au compte capital déclaré correspondant le montant total de l’apport reçu en contrepartie des actions qu’elle émet.

 

Exception

(2.1) Despite subsection (2), a company may, subject to subsection (2.2), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares

(a) in exchange for

(i) property of a person who immediately before the exchange did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act,

(ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act, or

(iii) property of a person who immediately before the exchange dealt with the company at arm’s

Exception

(2.1) Malgré le paragraphe (2), la société peut, sous réserve du paragraphe (2.2), verser au compte capital déclaré afférent à la catégorie ou à la série d’actions concernée une partie du montant de l’apport reçu en contrepartie d’actions émises :

a) en échange, selon le cas :

(i) de biens d’une personne avec laquelle elle avait, au moment de l’échange, un lien de dépendance au sens de la Loi de l’impôt sur le revenu,

(ii) d’actions d’une personne morale ou de droits ou d’intérêts sur celle-ci, lorsque la société avait avec elle, soit au moment de l’échange, soit en raison de celui-ci, un tel lien,

(iii) de biens d’une personne avec laquelle elle n’avait pas, au moment de l’échange, un tel lien, si la personne, la société et tous les détenteurs des

 

 

Current to February 11, 2020

   43    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Section 69

  

Article 69

 

length within the meaning of that expression in the Income Tax Act if the person, the company and all of the holders of shares in the class or series of shares so issued consent to the exchange;

(b) under an agreement referred to in subsection 229(1); or

(c) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated company.

actions de la catégorie ou de la série d’actions ainsi émises consentent à l’échange;

b) aux termes d’une convention visée au paragraphe 229(1);

c) en faveur des actionnaires d’une personne morale fusionnante qui reçoivent les actions en plus ou à la place des valeurs mobilières de la société issue de la fusion.

 

Limit on addition to a stated capital account

(2.2) On the issuance of a share, a company shall not add to the stated capital account in respect of the share an amount greater than the amount of the consideration it receives for the share.

Limite

(2.2) Au moment de l’émission d’une action, la société ne peut porter au compte capital déclaré correspondant à l’action un montant supérieur à celui qu’elle a reçu en contrepartie de celle-ci.

 

Constraint on addition to a stated capital account

(2.3) Where a company that has issued any outstanding shares of more than one class or series proposes to add to a stated capital account that it maintains in respect of a class or series of shares an amount that was not received by the company as consideration for the issue of shares, the addition must be approved by special resolution unless all the issued and outstanding shares are of not more than two classes of convertible shares referred to in subsection 80(4).

Restriction

(2.3) Dans les cas où elle a en circulation plus d’une catégorie ou série d’actions, la société ne peut ajouter au compte capital déclaré pour une catégorie ou série d’actions donnée un montant qu’elle n’a pas reçu en contrepartie de l’émission d’actions que si cette mesure est approuvée par une résolution extraordinaire. La présente disposition ne s’applique pas si toutes les actions en circulation de la société appartiennent à au plus deux catégories d’actions convertibles visées au paragraphe 80(4).

 

Stated capital of former-Act company

(3) On the coming into force of this Part, a former-Act company shall record in the stated capital account maintained for each class and series of shares then outstanding an amount that is equal to the aggregate of

(a) the aggregate amount paid up on the shares of each class and series of shares immediately before the coming into force of this Part, and

(b) the amount of the contributed surplus of the company that is attributable to those shares.

Capital déclaré : société antérieure

(3) À l’entrée en vigueur de la présente partie, la société antérieure porte au compte capital déclaré pour chacune des catégories et séries d’actions alors en circulation un montant égal à la somme des éléments suivants :

a) le montant total versé à ce moment-là pour les actions de chaque catégorie ou série;

b) la part du surplus d’apport correspondant à ces actions.

 

Contributed surplus entry

(4) The amount of any contributed surplus recorded in the stated capital account pursuant to paragraph (3)(b) shall be deducted from the contributed surplus account of the company.

Débit correspondant

(4) Le compte surplus d’apport de la société est débité des sommes visées à l’alinéa (3)b).

 

Share issued before coming into force

(5) Any amount unpaid in respect of a share issued by a former-Act company before the coming into force of this Part and paid after the coming into force of this Part shall

Émission antérieure d’actions

(5) Les sommes qui sont payées seulement après l’entrée en vigueur de la présente partie à l’égard d’actions émises auparavant par une société antérieure sont portées au crédit du compte capital déclaré correspondant.

1991, ch. 45, art. 69; 1997, ch. 15, art. 345; 2005, ch. 54, art. 374.

 

 

Current to February 11, 2020

   44    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 69-71

  

Articles 69-71

 

be recorded in the stated capital account maintained by the company for the shares of that class or series.

1991, c. 45, s. 69; 1997, c. 15, s. 345; 2005, c. 54, s. 374.

 

Stated capital of continued company

70 (1) Where a body corporate is continued as a company under this Act, the company shall record in the stated capital account maintained for each class and series of shares then outstanding an amount that is equal to the aggregate of

(a) the aggregate amount paid up on the shares of each class and series of shares immediately before the body corporate was so continued, and

(b) the amount of the contributed surplus of the company that is attributable to those shares.

Capital déclaré : société prorogée

70 (1) La personne morale prorogée comme société sous le régime de la présente loi porte au compte capital déclaré pour chacune des catégories et séries d’actions en circulation un montant égal à la somme des éléments suivants :

a) le montant total versé pour les actions de chaque catégorie ou série au moment de la prorogation;

b) la part du surplus d’apport correspondant à ces actions.

 

Contributed surplus entry

(2) The amount of any contributed surplus recorded in the stated capital account pursuant to paragraph (1)(b) shall be deducted from the contributed surplus account of the company.

Débit correspondant

(2) Le compte surplus d’apport de la société est débité des sommes visées à l’alinéa (1)b).

 

Shares issued before continuance

(3) Any amount unpaid in respect of a share issued by a body corporate before it was continued as a company under this Act and paid after it was so continued shall be recorded in the stated capital account maintained by the company for the shares of that class or series.

Émission antérieure

(3) Les sommes qui sont payées seulement après la prorogation à l’égard d’actions émises antérieurement sont portées au crédit du compte capital déclaré correspondant.

 

Pre-emptive right

71 (1) Where the by-laws of a company so provide, no shares of any class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others.

Droit de préemption

71 (1) Si les règlements administratifs le prévoient, les actionnaires détenant des actions d’une catégorie ont, au prorata du nombre de celles-ci, un droit de préemption pour souscrire, lors de toute nouvelle émission, des actions de cette catégorie, aux modalités et au prix auxquels elles sont offertes aux tiers.

 

Exception

(2) Notwithstanding the existence of a pre-emptive right, a shareholder of a company has no pre-emptive right in respect of shares of a class to be issued

(a) for a consideration other than money;

(b) as a share dividend; or

(c) pursuant to the exercise of conversion privileges, options or rights previously granted by the company.

Exception

(2) Le droit de préemption ne s’applique pas aux actions d’une catégorie émises :

a) moyennant un apport autre qu’en numéraire;

b) à titre de dividende;

c) pour l’exercice de privilèges de conversion, d’options ou de droits accordés antérieurement par la société.

 

 

Current to February 11, 2020

   45    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 71-73

  

Articles 71-73

 

Idem

(3) Notwithstanding the existence of a pre-emptive right, a shareholder of a company has no pre-emptive right in respect of shares to be issued

(a) where the issue of shares to the shareholder is prohibited by this Act; or

(b) where, to the knowledge of the directors of the company, the offer of shares to a shareholder whose recorded address is in a country other than Canada ought not to be made unless the appropriate authority in that country is provided with information in addition to that submitted to the shareholders at the last annual meeting.

Idem

(3) Le droit de préemption ne s’applique pas, non plus, aux actions :

a) dont l’émission est interdite par la présente loi;

b) qui, à la connaissance des administrateurs, ne devraient pas être offertes à un actionnaire dont l’adresse enregistrée est dans un pays étranger, sauf s’il est fourni aux autorités compétentes de ce pays des renseignements autres que ceux présentés aux actionnaires à la dernière assemblée annuelle.

 

 

Conversion privileges

72 (1) A company may issue conversion privileges, options or rights to acquire securities of the company, and shall set out the conditions thereof

(a) in the documents that evidence the conversion privileges, options or rights; or

(b) in the securities to which the conversion privileges, options or rights are attached.

Privilèges de conversion

72 (1) La société peut octroyer des privilèges de conversion ainsi que des options ou droits d’acquérir ses valeurs mobilières; le cas échéant, elle en énonce les conditions soit dans le document qui en atteste l’existence soit sur les titres auxquels sont attachés ces privilèges, options ou droits.

 

 

Transferable rights

(2) Conversion privileges, options and rights to acquire securities of a company may be made transferable or non-transferable, and options and rights to acquire such securities may be made separable or inseparable from any securities to which they are attached.

Transmissibilité

(2) Ces privilèges, options ou droits peuvent être transmissibles ou non, les options ou droits pouvant en outre être séparés ou non des valeurs mobilières auxquelles ils sont attachés.

 

 

Reserved shares

(3) Where a company has granted privileges to convert any securities issued by the company into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the by-laws limit the number of authorized shares, the company shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.

Réserve d’actions

(3) La société dont les règlements administratifs limitent le nombre d’actions qu’elle est autorisée à émettre doit conserver un nombre suffisant d’actions pour assurer l’exercice des privilèges, options ou droits qu’elle octroie.

 

 

Holding of own shares

73 Except as provided in sections 74 to 77, or unless permitted by the regulations, a company shall not

(a) hold shares of the company or of any body corporate that controls the company;

(b) hold any ownership interests of any unincorporated entity that controls the company;

Détention par la société de ses propres actions

73 Sauf dans les cas prévus aux articles 74 à 77 ou sauf autorisation par les règlements, la société ne peut :

a) détenir ses actions ou les actions d’une personne morale qui la contrôle;

b) détenir des titres de participation dans une entité non constituée en personne morale qui la contrôle;

 

 

Current to February 11, 2020

   46    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 73-75

  

Articles 73-75

 

(c) permit any of its subsidiaries to hold any shares of the company or of any body corporate that controls the company; or

(d) permit any of its subsidiaries to hold any ownership interests of any unincorporated entity that controls the company.

c) permettre à ses filiales de détenir de ses actions ou des actions d’une personne morale qui la contrôle;

d) permettre à ses filiales de détenir des titres de participation dans une entité non constituée en personne morale qui la contrôle.

 

Purchase and redemption of shares

74 (1) Subject to subsection (2) and to its by-laws, a company may, with the consent of the Superintendent, purchase, for the purpose of cancellation, any shares issued by it, or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof calculated according to a formula stated in its by-laws or the conditions attaching to the shares.

Rachat d’actions

74 (1) Sous réserve du paragraphe (2) et de ses propres règlements administratifs, la société peut, avec l’accord du surintendant, soit acheter, pour les annuler, les actions qu’elle a émises, soit les racheter à un prix n’excédant pas le prix calculé selon la formule prévue dans les règlements en question ou aux conditions qui y sont attachées.

 

Restrictions on purchase and redemption

(2) A company shall not make any payment to purchase or redeem any shares issued by it if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3).

Restriction

(2) La société ne peut toutefois faire aucun versement en vue d’acheter ou de racheter les actions qu’elle a émises, s’il existe des motifs valables de croire que ce faisant elle contrevient, ou contreviendra, aux règlements ou aux instructions visés à l’article 473.

 

Donated shares

(3) A company may accept from any shareholder a share of the company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 78.

Donation d’actions

(3) La société peut accepter toute donation d’actions, mais ne peut limiter ni supprimer l’obligation de les libérer autrement qu’en conformité avec l’article 78.

 

Holding as personal representative

75 (1) A company may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares of the company or of any body corporate that controls the company or ownership interests in any unincorporated entity that controls the company, but only where the company or the subsidiary does not have a beneficial interest in the shares or ownership interests.

Exception — représentant personnel

75 (1) La société — ainsi que ses filiales si elle le leur permet — peut, en qualité de représentant personnel, mais à condition de ne pas en avoir la propriété effective, détenir soit des actions de la société ou d’une personne morale qui la contrôle, soit des titres de participation d’une entité non constituée en personne morale qui la contrôle.

 

Security interest

(2) A company may, and may permit its subsidiaries to, by way of a security interest

(a) hold shares of the company or of any body corporate that controls the company, or

(b) hold any ownership interests of any entity that controls the company,

where the security interest is nominal or immaterial when measured by criteria established by the company that have been approved in writing by the Superintendent.

Sûreté

(2) La société et ses filiales — si elle le leur permet —peuvent, à titre de sûreté, détenir soit des actions de la société ou d’une personne morale qui la contrôle, soit des titres de participation d’une entité qui la contrôle, pourvu que la sûreté ait une valeur peu importante selon les critères établis par la société et approuvés par écrit par le surintendant.

 

 

Current to February 11, 2020

   47    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 75-77

  

Articles 75-77

 

Saving

(3) Nothing in subsection (2) precludes a former-Act company or any of its subsidiaries from holding any security interest held immediately prior to the coming into force of this Part.

1991, c. 45, s. 75; 2005, c. 54, s. 375(F).

Précision

(3) Le paragraphe (2) n’a pas pour effet d’empêcher une société antérieure ou l’une de ses filiales de continuer à détenir une sûreté qu’elle détenait à l’entrée en vigueur de la présente partie.

1991, ch. 45, art. 75; 2005, ch. 54, art. 375(F).

 

Exception — conditions before acquisition

75.1 (1) A company may permit any of its subsidiaries to acquire shares of the company through the issuance of those shares by the company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.

Exception — conditions préalables

75.1 (1) La société peut permettre à ses filiales d’acquérir ses actions par l’entremise d’une émission de celles-ci en leur faveur si, préalablement à l’acquisition, les conditions prévues par les règlements pour l’application du présent paragraphe sont remplies.

 

Conditions after acquisition

(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.

Conditions ultérieures

(2) Après l’acquisition d’actions effectivement ou censément autorisée par le paragraphe (1), les conditions prévues par les règlements pour l’application du présent paragraphe doivent être remplies.

 

Non-compliance with conditions

(3) If a company permits any of its subsidiaries to acquire shares of the company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 15 and subsection 69(2), the company must comply with the prescribed requirements.

2007, c. 6, s. 343.

Inobservation des conditions

(3) Malgré l’article 15 et le paragraphe 69(2), la société est tenue de se conformer aux obligations réglementaires si, d’une part, l’acquisition était effectivement ou censément autorisée par le paragraphe (1) et, d’autre part, une des conditions prévues par les règlements pour l’application des paragraphes (1) ou (2) n’est pas remplie ou cesse de l’être.

2007, ch. 6, art. 343.

 

Cancellation of shares

76 (1) Subject to subsection (2), where a company purchases shares of the company or fractions thereof or redeems or otherwise acquires shares of the company, the company shall cancel those shares.

Annulation des actions

76 (1) Sous réserve du paragraphe (2), la société est tenue, lorsqu’elle les acquiert — notamment par achat ou rachat — d’annuler les actions ou fractions d’actions émises par elle.

 

Requirement to sell

(2) Where a company or any of its subsidiaries, through the realization of security, acquires any shares of the company or of any body corporate that controls the company or any ownership interests in an unincorporated entity that controls the company, the company shall, or shall cause its subsidiaries to, as the case may be, within six months after the day of the realization, sell or otherwise dispose of the shares or ownership interests.

Obligation de vendre

(2) En cas d’acquisition par la société ou ses filiales — à la suite de la réalisation d’une sûreté — d’actions émises par elle ou par une personne morale qui la contrôle, ou de titres de participation d’une entité non constituée en personne morale qui la contrôle, la société doit s’en départir dans les six mois suivant la réalisation et veiller à ce que ses filiales fassent de même.

 

Subsidiary holding shares

77 Subject to the regulations, a former-Act company shall cause any subsidiary of the company that holds shares of the company, or of any body corporate that controls the company, or any ownership interests of any unincorporated entity that controls the company to sell or otherwise dispose of those shares or ownership

Filiale détentrice d’actions

77 Sous réserve des règlements, la société antérieure doit veiller à ce que sa filiale qui détient de ses actions, des actions d’une personne morale qui la contrôle ou des titres de participation d’une entité non constituée en personne morale qui la contrôle s’en départisse dans les six mois suivant l’entrée en vigueur du présent article.

 

 

Current to February 11, 2020

   48    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 77-78

  

Articles 77-78

 

 

interests within six months after the day this section comes into force.

 

 

Reduction of capital

78 (1) The stated capital of a company may be reduced by special resolution.

Réduction de capital

78 (1) La société peut, par résolution extraordinaire, réduire son capital déclaré.

 

Limitation

(2) A company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the company is, or the reduction would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3).

Limite

(2) La réduction est toutefois interdite s’il y a des motifs valables de croire que la société contrevient, ou contreviendra de ce fait, aux règlements ou aux instructions visés à l’article 473.

 

Contents of special resolution

(3) A special resolution to reduce the stated capital of a company shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.

Teneur de la résolution extraordinaire

(3) La résolution extraordinaire doit préciser les comptes capital déclaré faisant l’objet de la réduction.

 

Approval by Superintendent

(4) A special resolution to reduce the stated capital of a company has no effect until it is approved in writing by the Superintendent.

Agrément

(4) La prise d’effet de la résolution extraordinaire est subordonnée à l’agrément écrit du surintendant.

 

Exception

(4.1) Subsection (4) does not apply if

(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 313(4); and

(b) there is to be no return of capital to shareholders as a result of the reduction.

Exception

(4.1) Un tel agrément n’est pas nécessaire si, à la fois :

a) la réduction du capital déclaré est due uniquement à des changements apportés aux principes comptables visés au paragraphe 313(4);

b) aucun remboursement du capital n’est versé aux actionnaires du fait de la réduction.

 

Conditions for approval

(5) No approval to reduce the stated capital of a company may be given by the Superintendent unless application therefor is made within three months after the time of the passing of the special resolution and a copy of the special resolution, together with a notice of intention to apply for approval, has been published in the Canada Gazette.

Condition préalable

(5) Le surintendant ne peut approuver la résolution extraordinaire que si, d’une part, celle-ci lui a été présentée dans les trois mois qui suivent son adoption et, d’autre part, un exemplaire de la résolution et un avis d’intention de la demande d’agrément ont été publiés dans la Gazette du Canada.

 

Statements to be submitted

(6) In addition to evidence of the passing of a special resolution to reduce the stated capital of a company and of the publication thereof, statements showing

(a) the number of the company’s shares issued and outstanding,

Pièces justificatives

(6) La demande d’agrément est accompagnée des pièces prouvant l’adoption et la publication de la résolution extraordinaire et précisant :

a) le nombre d’actions émises et en circulation de la société;

b) le résultat du vote par catégories d’actions;

 

 

Current to February 11, 2020

   49    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 78-80

  

Articles 78-80

 

(b) the results of the voting by class of shares of the company,

(c) the company’s assets and liabilities, and

(d) the reason why the company seeks the reduction of capital shall be submitted to the Superintendent at the time of the application for approval of the special resolution.

1991, c. 45, s. 78; 2007, c. 6, s. 344.

c) l’actif et le passif de la société;

d) les motifs de la réduction projetée.

1991, ch. 45, art. 78; 2007, ch. 6, art. 344.

 

 

Recovery by action

79 (1) Where any money or property was paid or distributed to a shareholder or other person as a consequence of a reduction of capital made contrary to section 78, a creditor of the company may apply to a court for an order compelling the shareholder or other person to pay the money or deliver the property to the company.

Action en recouvrement

79 (1) Tout créancier de la société peut demander au tribunal d’ordonner à un actionnaire ou une autre personne de restituer à la société les sommes ou biens reçus à la suite d’une réduction de capital non conforme à l’article 78.

 

Shares held by personal representative

(2) No person holding shares in the capacity of a personal representative and registered on the records of the company as a shareholder and therein described as the personal representative of a named person is personally liable under subsection (1), but the named person is subject to all the liabilities imposed by that subsection.

Responsabilité en tant que représentant personnel

(2) La personne qui détient des actions en qualité de représentant personnel et qui est enregistrée dans les livres de la société à la fois comme représentant personnel d’une personne désignée et comme actionnaire n’encourt aucune responsabilité personnelle du fait du paragraphe (1), celle-ci incombant intégralement à la personne désignée.

 

Limitation

(3) An action to enforce a liability imposed by subsection (1) may not be commenced more than two years after the date of the act complained of.

Prescription

(3) L’action en recouvrement se prescrit par deux ans à compter de l’acte en cause.

 

Remedy preserved

(4) This section does not affect any liability that arises under section 212.

Maintien des recours

(4) Le présent article ne limite en rien la responsabilité découlant de l’article 212.

 

Adjustment of stated capital account

80 (1) On a purchase, redemption or other acquisition by a company of shares or fractions thereof issued by it, other than shares acquired pursuant to section 75 or acquired through the realization of security and sold pursuant to subsection 76(2), the company shall deduct from the stated capital account maintained for the class or series of shares so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series by the number of shares of that class or series so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series outstanding immediately before the purchase, redemption or other acquisition.

Régularisation du compte capital déclaré

80 (1) La société qui acquiert, notamment par achat ou rachat, des actions ou fractions d’actions qu’elle a émises, à l’exception d’actions acquises conformément à l’article 75 ou à la suite de la réalisation d’une sûreté et vendues conformément au paragraphe 76(2), débite le compte capital déclaré afférent à la catégorie ou série concernée du produit de la somme moyenne reçue pour chacune d’elles lors de leur émission par le nombre d’actions ainsi acquises.

 

 

Current to February 11, 2020

   50    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 80-81

  

Articles 80-81

 

Idem

(2) A company shall adjust its stated capital account or accounts in accordance with any special resolution referred to in section 78.

Idem

(2) De même, la société régularise ses comptes capital déclaré, conformément à la résolution extraordinaire visée à l’article 78.

 

Shares converted to another class

(3) On a conversion of outstanding shares of a company into shares of another class or series, or on a change of outstanding shares of the company into shares of another class or series, the company shall

(a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of outstanding shares of that class or series immediately before the conversion or change; and

(b) record the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change in the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.

Conversion d’actions

(3) La société doit, dès le passage d’actions déjà en circulation dans une catégorie ou série à la suite d’une conversion ou d’un changement :

a) débiter le compte capital déclaré tenu pour la catégorie ou série initiale du produit de la somme moyenne reçue pour chacune d’elles lors de leur émission par le nombre d’actions ayant fait l’objet de la conversion ou du changement;

b) inscrire au compte capital déclaré de la catégorie ou série des actions converties ou changées le produit visé à l’alinéa a) ainsi que tout apport supplémentaire reçu au titre de la conversion ou du changement.

 

Stated capital of convertible shares

(4) For the purposes of subsection (3) and subject to the company’s by-laws, where a company issues two classes of shares and there is attached to each class a right to convert a share of one class into a share of the other class and a share is so converted, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of outstanding shares of both classes immediately before the conversion.

Capital déclaré d’actions réciproquement convertibles

(4) Pour l’application du paragraphe (3) et sous réserve des règlements administratifs, lorsqu’est exercé le droit de conversion réciproque dont sont assorties deux catégories d’actions émises par la société, le montant du capital déclaré attribuable à une action de l’une ou l’autre catégorie est égal au quotient du total du capital déclaré correspondant aux deux catégories par le nombre d’actions en circulation dans ces deux catégories avant la conversion.

 

Conversion or change of shares

(5) Shares issued by a company and converted into shares of another class or series, or changed under subsection 222(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed.

Effet de la conversion ou du changement

(5) Les actions ayant fait l’objet d’une conversion ou d’un changement effectué aux termes du paragraphe 222(1) sont réputées avoir été émises dans la nouvelle catégorie ou série.

 

Addition to stated capital account

81 On a conversion of any debt obligation of a company into shares of a class or series of shares, the company shall

(a) deduct from the liabilities of the company the nominal value of the debt obligation being converted; and

Inscription

81 La société doit, dès la conversion de ses titres de créance en actions d’une catégorie ou d’une série :

a) débiter son passif de la valeur nominale des titres de créance ainsi convertis;

b) inscrire au compte capital déclaré de la catégorie ou série d’actions pertinente la somme visée à l’alinéa

 

 

Current to February 11, 2020

   51    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Share Capital

  

Capital-actions

Sections 81-83

  

Articles 81-83

 

(b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares into which the debt obligation has been converted.

a) ainsi que tout apport supplémentaire reçu au titre de la conversion.

 

Declaration of dividend

82 (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsection (4), the directors of a company may declare and a company may pay a dividend in money or property, and where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.

Déclaration de dividende

82 (1) Les administrateurs de la société peuvent déclarer un dividende, qui peut être payé soit par l’émission d’actions entièrement libérées ou par l’octroi d’options ou de droits d’acquérir de telles actions, soit, sous réserve du paragraphe (4), en argent ou en biens; le dividende payable en argent peut être payé en monnaie étrangère.

 

Notice to Superintendent

(2) The directors of a company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.

Avis au surintendant

(2) Les administrateurs notifient au surintendant la déclaration de dividendes au moins quinze jours avant la date fixée pour leur versement.

 

Share dividend

(3) If shares of a company are issued in payment of a dividend, the company shall record in the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money.

Dividendes-actions

(3) La société inscrit — en numéraire — au compte capital déclaré correspondant le montant déclaré des dividendes qu’elle verse sous forme d’actions.

 

When dividend not to be declared

(4) The directors of a company shall not declare and a company shall not pay a dividend if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3).

(5) [Repealed, 2007, c. 6, s. 345]

1991, c. 45, s. 82; 2001, c. 9, s. 494; 2007, c. 6, s. 345.

Non-versement de dividendes

(4) Toute déclaration ou tout versement de dividendes est prohibé s’il existe des motifs valables de croire que, ce faisant, la société contrevient, ou contreviendra, aux règlements ou aux instructions visés à l’article 473.

(5) [Abrogé, 2007, ch. 6, art. 345]

1991, ch. 45, art. 82; 2001, ch. 9, art. 494; 2007, ch. 6, art. 345.

 

Subordinated Indebtedness

Restriction on subordinated indebtedness

83 (1) A company shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property.

Titres secondaires

Restriction : titre secondaire

83 (1) Il est interdit à la société d’émettre un titre secondaire qui ne soit entièrement libéré en argent ou, avec l’approbation du surintendant, en biens.

 

 

References to subordinated indebtedness

(2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by a company refer to

Mention d’un titre secondaire

(2) Dans tout prospectus, annonce ou autre document relatif à un titre secondaire de la société, il ne peut en être fait mention sous une autre désignation.

 

 

Current to February 11, 2020

   52    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Subordinated Indebtedness

  

Titres secondaires

Sections 83-84

  

Articles 83-84

 

the subordinated indebtedness otherwise than as subordinated indebtedness.

 

Deemed not to be a deposit

(3) Subordinated indebtedness issued by a company is deemed not to be a deposit.

Présomption

(3) Un titre secondaire est réputé ne pas être un dépôt.

 

Other currencies

(4) When issuing subordinated indebtedness, a company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.

Monnaie étrangère

(4) La société peut prévoir, lors de l’émission de titres secondaires, que toute disposition de ceux-ci relative à une somme d’argent ou prévoyant soit le paiement d’une somme d’argent, soit l’obligation d’en payer une est exprimée en monnaie étrangère et que les intérêts afférents sont payables en une telle monnaie.

 

Security Certificates and Transfers

Certificats de valeurs mobilières et transferts

 

 

Definitions

84 In this section and sections 85 to 138,

adverse claim 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 a security; (opposition)

bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank; (acheteur de bonne foi)

clearing agency means a person designated as a recognized clearing agency by the Superintendent; (agence de compensation et de dépôt)

delivery means voluntary transfer of possession; (livraison ou remise)

fungible, in respect of securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; (fongibles)

genuine means free of forgery or counterfeit; (authentique)

good faith means honesty in fact in the conduct of the transaction concerned; (bonne foi)

over-issue means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue; (émission excédentaire)

Définitions

84 Les définitions qui suivent s’appliquent au présent article et aux articles 85 à 138.

acheteur de bonne foi L’acquéreur contre valeur qui, non avisé de l’existence d’une opposition, prend livraison d’un titre au porteur ou à ordre ou d’un titre nominatif émis à son nom, endossé à son profit ou en blanc. (bona fide purchaser)

acquéreur La personne qui acquiert des droits sur une valeur mobilière, par voie d’achat, d’hypothèque, de gage, d’émission, de réémission, de don ou de toute autre opération consensuelle. (purchaser)

acte de fiducie S’entend au sens de l’article 299. (trust indenture)

agence de compensation et de dépôt La personne agréée à ce titre par le surintendant. (clearing agency)

authentique Ni falsifié ni contrefait. (genuine)

bonne foi Honnêteté de fait dans l’exécution d’une opération. (good faith)

courtier La personne qui se livre, exclusivement ou non, au commerce des valeurs mobilières et qui, entre autres, dans les opérations en cause, agit pour un client. (securities broker)

émission excédentaire Toute émission de valeurs mobilières dépassant le plafond autorisé. (over-issue)

 

 

Current to February 11, 2020

   53    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 84-86

  

Articles 84-86

 

purchaser means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; (acquéreur)

securities broker means a person who is engaged for all or part of the person’s time 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; (courtier)

security or security certificate means an instrument issued by a company that is

(a) in bearer, order or registered form,

(b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,

(c) one of a class or series or by its terms divisible into a class or series of instruments, and

(d) evidence of a share, participation or other interest in or obligation of a company,

but does not include an instrument evidencing a deposit; (valeur mobilière ou certificat de valeur mobilière)

trust indenture has the meaning given that expression by section 299; (acte de fiducie)

unauthorized, in relation to a signature or an endorsement, means a signature or an endorsement made without actual, implied or apparent authority, and includes a forgery; (non autorisé)

uncertificated security means a security, not evidenced by a security certificate, the issue and any transfer of which is registered or recorded in records maintained for that purpose by or on behalf of a company; (valeur mobilière sans certificat)

valid means issued in accordance with the applicable law or validated under section 100. (valide)

fongibles Celles des valeurs mobilières qui ont cette qualité par nature ou en vertu des usages du commerce. (fungible)

livraison ou remise Le transfert volontaire de la possession. (delivery)

non autorisé Pour une signature ou un endossement, le fait d’être apposé ou effectué sans autorisation réelle, implicite ou apparente; s’entend également des faux. (unauthorized)

opposition Entre autres, le fait d’invoquer qu’un transfert est ou serait illégal ou qu’un opposant déterminé détient la propriété de valeurs mobilières ou un droit sur celles-ci. (adverse claim)

valeur mobilière ou certificat de valeur mobilière Tout titre émis par une société, qui, à la fois :

a) est au porteur, à ordre ou nominatif;

b) est d’un genre habituellement négocié aux bourses ou sur les marchés de valeurs mobilières ou reconnu comme placement dans tout endroit où il est émis ou négocié;

c) fait partie d’une catégorie ou série de titres ou est divisible selon ses propres modalités;

d) atteste l’existence soit d’une action ou d’une obligation de la société, soit de droits ou intérêts, notamment d’une participation, sur celle-ci.

Est exclu de la présente définition le document attestant un dépôt. (security or security certificate)

valeur mobilière sans certificat Valeur mobilière dont aucun certificat ne constate l’existence et dont l’émission ou le transfert est inscrit ou mentionné dans les registres tenus à cette fin par la société ou en son nom. (uncertificated security)

valide Soit émis légalement, soit validé en vertu de l’article 100. (valid)

 

Provisions governing transfers of securities

85 The transfer of a security is governed by sections 86 to 138.

Transferts

85 Les articles 86 à 138 régissent les transferts de valeurs mobilières.

 

Security a negotiable instrument

86 (1) A security is a negotiable instrument but, in the case of any inconsistency between the provisions of the Bills of Exchange Act and this Act, this Act prevails to the extent of the inconsistency.

Effets négociables

86 (1) Les valeurs mobilières sont des effets négociables; à cet égard, la présente loi l’emporte sur les dispositions incompatibles de la Loi sur les lettres de change.

 

 

Current to February 11, 2020

   54    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 86-89

  

Articles 86-89

 

Bearer form

(2) A security is in bearer form if it is payable to bearer according to its terms and not by reason of any endorsement.

Titre au porteur

(2) Est au porteur le titre payable au porteur selon ses propres modalités et non du fait d’un endossement.

 

Order form

(3) A security is in order form where the security is not a share and, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to the person or the person’s order.

Titre à ordre

(3) Est à ordre le titre, à l’exception de l’action, qui est soit payable à l’ordre d’une personne qui y est désignée d’une manière suffisamment identifiable, soit cédé à une telle personne.

 

Registered form

(4) A security is in registered form if

(a) it specifies a person entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or

(b) it bears a statement that it is in registered form.

Titre nominatif

(4) Est nominatif le titre qui :

a) soit désigne nommément son titulaire — ou celui qui bénéficie des droits dont il atteste l’existence — et peut faire l’objet d’un transfert sur le registre des valeurs mobilières;

b) soit porte une mention à cet effet.

 

Status of guarantor

87 A guarantor for an issuer of a security is deemed to be an issuer to the extent of the guarantee, whether or not the guarantor’s obligation is noted on the security.

Caution d’un émetteur

87 La caution de l’émetteur d’une valeur mobilière est réputée, dans les limites de sa garantie, avoir la qualité d’émetteur, indépendamment de la mention de son obligation sur la valeur mobilière.

 

Rights of holder

88 (1) Subject to Part VII, every security holder is entitled at the holder’s option to a security certificate that complies with this Act or to a non-transferable written acknowledgement of the holder’s right to obtain a security certificate that complies with this Act from a company in respect of the securities of that company held by the security holder.

Droits du détenteur

88 (1) Sous réserve de la partie VII, les détenteurs de valeurs mobilières peuvent, à leur choix, exiger de la société soit des certificats de valeurs mobilières conformes à la présente loi, soit une reconnaissance écrite et incessible de ce droit.

 

Fee for security certificate

(2) A company may charge a fee, not exceeding a prescribed amount, for a security certificate issued in respect of a transfer.

Frais pour un certificat

(2) La société peut, pour un certificat de valeurs mobilières émis à l’occasion d’un transfert, imposer des droits n’excédant pas le montant réglementaire.

 

Joint holders

(3) A company is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a security certificate to one of several joint holders is sufficient delivery to all joint holders of the security.

1991, c. 45, s. 88; 1999, c. 31, s. 214.

Codétenteurs

(3) En cas de détention conjointe d’une valeur mobilière, la remise du certificat à l’un des codétenteurs constitue délivrance suffisante pour tous.

1991, ch. 45, art. 88; 1999, ch. 31, art. 214.

 

Signatures

89 (1) A security certificate shall be signed by or bear the printed or otherwise mechanically reproduced signature of at least one of the following:

Signatures

89 (1) Les certificats de valeurs mobilières portent la signature — laquelle peut notamment être reproduite

 

 

Current to February 11, 2020

   55    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 89-91

  

Articles 89-91

 

(a) a director or officer of the company;

(b) a registrar or transfer agent of the company or a branch transfer agent or a natural person on their behalf; or

(c) a trustee who certifies it in accordance with a trust indenture.

mécaniquement ou imprimée — d’au moins une des personnes suivantes :

a) tout administrateur ou dirigeant de la société;

b) tout agent d’inscription ou de transfert de la société, tout agent local des transferts ou une personne physique agissant pour leur compte;

c) tout fiduciaire qui les certifie conformes à l’acte de fiducie.

 

Continuation of validity of signature

(2) If a security certificate contains a person’s printed or mechanically reproduced signature, the company may issue the security certificate even if the person has ceased to be a director or officer of the company. The security certificate is as valid as if the person were a director or officer at the date of its issue.

1991, c. 45, s. 89; 2005, c. 54, s. 377.

Permanence de la validité de la signature

(2) La société peut valablement émettre des certificats de valeurs mobilières portant la signature, qui peut notamment être reproduite mécaniquement ou imprimée, d’administrateurs ou de dirigeants qui ont cessé d’occuper leur poste.

1991, ch. 45, art. 89; 2005, ch. 54, art. 377.

 

Contents of share certificate

90 There shall be stated on the face of each share certificate issued by a company after the coming into force of this section

(a) the name of the company;

(b) a statement that the company is subject to the Trust and Loan Companies Act;

(c) the name of the person to whom the share certificate is issued; and

(d) the number and class of shares and the designation of any series that the certificate represents.

Contenu du certificat d’action

90 Doivent figurer au recto de chaque certificat d’action émis après l’entrée en vigueur du présent article les éléments suivants :

a) le nom de la société émettrice;

b) la mention qu’elle est régie par la Loi sur les sociétés de fiducie et de prêt;

c) le nom du titulaire;

d) le nombre, la catégorie et la série d’actions représentés.

 

Restrictions and charges

91 (1) No charge in favour of a company and no restriction on transfer other than a constraint under Part VII is effective against a transferee of a security issued by the company if the transferee has no actual knowledge of the charge or restriction unless it or a reference to it is noted conspicuously on the security certificate.

Restrictions et charges

91 (1) Les restrictions en matière de transfert — autres que celles prévues à la partie VII — auxquelles sont assujetties les valeurs mobilières émises par une société, ainsi que les charges dont elles sont grevées en faveur de celle-ci, sont inopposables aux cessionnaires qui n’en ont pas eu effectivement connaissance, à moins qu’elles ne soient énoncées ou qu’il n’y soit fait référence de manière visible sur le certificat de valeurs mobilières.

 

No restriction

(2) If any of the issued shares of a distributing company remain outstanding and are held by more than one person, the company may not restrict the transfer or ownership of its shares except by way of a constraint under Part VII.

 

Restrictions interdites

(2) La société ayant fait appel au public dont des actions sont en circulation et détenues par plus d’une personne ne peut, sauf dans les cas prévus à la partie VII, soumettre à des restrictions le transfert ou le droit de propriété de ses actions.

 

 

Current to February 11, 2020

   56    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 91-94

  

Articles 91-94

 

Continuance

(3) If a body corporate that is continued as a company under this Act has outstanding security certificates and the words “private company” or “private corporation” appear on the certificates, those words are deemed to be a notice of a charge or restriction for the purposes of subsection (1).

1991, c. 45, s. 91; 2005, c. 54, s. 378.

Prorogation

(3) L’expression « compagnie privée » ou « société privée » figurant sur les certificats de valeurs mobilières émis par une personne morale prorogée sous le régime de la présente loi vaut avis des restrictions et charges prévues au paragraphe (1).

1991, ch. 45, art. 91; 2005, ch. 54, art. 378.

 

Particulars of class

92 (1) There shall be stated legibly on a share certificate issued after the coming into force of this section by a company that is authorized to issue shares of more than one class or series

(a) the rights, privileges, restrictions and conditions attached to the shares of each class and series existing when the share certificate is issued; or

(b) that the class or series of shares that the certificate represents has rights, privileges, restrictions or conditions attached thereto and that the company will furnish a shareholder, on demand and without charge, with a full copy of

(i) the text of the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as those rights, privileges, restrictions and conditions have been fixed by the directors, and

(ii) the text of the authority of the directors, if the directors are so authorized, to fix the rights, privileges, restrictions and conditions of subsequent series of shares.

Détails

92 (1) Les certificats émis, après l’entrée en vigueur du présent article, par une société autorisée à émettre des actions de plusieurs catégories ou séries font état, de manière lisible :

a) soit des droits, privilèges, restrictions et conditions attachés aux actions de toutes les catégories et séries existantes au moment de leur émission;

b) soit du fait que la catégorie ou série d’actions qu’ils représentent comporte des droits, privilèges, restrictions ou conditions et que la société remettra à tout actionnaire, à sa demande et gratuitement, copie intégrale du texte :

(i) des droits, privilèges, restrictions et conditions attachés à chaque catégorie dont l’émission est autorisée et, dans la mesure fixée par les administrateurs, à chaque série,

(ii) de l’autorisation donnée aux administrateurs de fixer les droits, privilèges, restrictions et conditions des séries suivantes.

 

Duty

(2) Where a share certificate issued by a company contains the statement mentioned in paragraph (1)(b), the company shall provide a shareholder, on demand and without charge, with a full copy of the texts referred to in subparagraphs (1)(b)(i) and (ii).

Obligation

(2) La société qui émet les certificats visés à l’alinéa (1)b) doit, sur demande, fournir gratuitement aux actionnaires le texte prévu aux sous-alinéas (1)b)(i) et (ii).

 

Fractional share

93 A company may issue a certificate for a fractional share or may issue in place thereof a scrip certificate in bearer form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.

Fraction d’action

93 La société peut émettre, pour chaque fraction d’action, soit un certificat, soit un certificat provisoire au porteur donnant droit à une action entière en échange de tous les certificats provisoires correspondants.

 

Scrip certificates

94 The directors of a company may attach conditions to any scrip certificate issued by the company, including conditions that

Certificat provisoire

94 Les administrateurs peuvent assortir les certificats provisoires de conditions prévoyant notamment :

 

 

Current to February 11, 2020

   57    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 94-96

  

Articles 94-96

 

(a) the scrip certificate becomes void if not exchanged for a share certificate representing a full share before a specified date; and

(b) any shares for which the scrip certificate is exchangeable may, notwithstanding any pre-emptive right, be issued by the company to any person and the proceeds thereof may be distributed rateably to the holders of all the scrip certificates.

a) que ceux-ci seront frappés de nullité s’ils ne sont pas échangés avant une date déterminée contre des certificats d’actions entières;

b) que les actions contre lesquelles ils sont échangeables peuvent, malgré tout droit de préemption, faire l’objet, au profit d’une personne donnée, d’une émission dont le produit est distribué, au prorata, aux détenteurs de tous les certificats provisoires.

 

Holders of fractional shares

95 (1) A holder of a fractional share issued by a company is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share.

Détenteurs de fractions d’actions

95 (1) Les fractions d’actions émises par la société ne confèrent pas à leur détenteur le droit de voter ou de recevoir des dividendes.

 

Holders of scrip certificates

(2) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate.

Détenteurs de certificats provisoires

(2) Les certificats provisoires émis par la société ne confèrent pas à leur détenteur le droit de voter ou de recevoir des dividendes.

 

Dealings with registered owner

96 (1) A company or a trustee within the meaning of section 299 may, subject to subsections 140(5) to (7) and sections 141 to 144 and 148, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payment in respect of the security and to exercise all of the rights and powers of an owner of the security.

Relations avec le propriétaire inscrit

96 (1) La société ou le fiduciaire visé à l’article 299 peut, sous réserve des paragraphes 140(5) à (7) et des articles 141 à 144 et 148, considérer le propriétaire inscrit d’une valeur mobilière comme étant la seule personne ayant qualité pour voter, recevoir des avis ainsi que des intérêts, dividendes ou autres paiements et exercer tous les droits et pouvoirs du propriétaire de la valeur mobilière.

 

Constructive registered holder

(2) Notwithstanding subsection (1), a company may treat a person as a registered security holder entitled to exercise all of the rights of the security holder that the person represents, if that person provides the company with evidence as described in subsection 130(4) that the person is

(a) the heir or personal representative of a deceased security holder or the personal representative of the heirs of the deceased security holder;

(b) the personal representative of a registered security holder who is a minor, an incompetent person or a missing person; or

(c) a liquidator of, or a trustee in bankruptcy for, a registered security holder.

Présomption

(2) Malgré le paragraphe (1), la société peut considérer une personne comme habilitée à exercer les droits du détenteur inscrit d’une valeur mobilière qu’elle représente, dans la mesure où celle-ci peut lui fournir, conformément au paragraphe 130(4), la preuve qu’elle est :

a) l’héritier ou le représentant personnel d’un détenteur de valeurs mobilières décédé ou le représentant personnel des héritiers de ce dernier;

b) le représentant personnel d’un détenteur inscrit de valeurs mobilières mineur, incapable ou absent;

c) le liquidateur ou le syndic de faillite agissant pour un détenteur inscrit de valeurs mobilières.

 

Permissible registered holder

(3) If a person on whom the ownership of a security of a company devolves by operation of law, other than a person described in subsection (2), provides proof of that person’s authority to exercise rights or privileges in respect of a security of the company that is not registered

Idem

(3) La société doit, sous réserve des autres dispositions de la présente loi, considérer toute personne non visée au paragraphe (2) et à laquelle la propriété de valeurs mobilières est dévolue par l’effet de la loi comme habilitée à exercer, à l’égard des valeurs mobilières non

 

 

Current to February 11, 2020

   58    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 96-99

  

Articles 96-99

 

 

in the person’s name, the company shall, subject to this Act, treat that person as entitled to exercise those rights or privileges.

Immunity of company

(4) A company is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this Part, as the owner or registered holder thereof.

1991, c. 45, s. 96; 2005, c. 54, s. 379.

inscrites à son nom, les droits ou privilèges y afférents dans la mesure où la personne établit qu’elle a qualité pour les exercer.

Immunité de la société

(4) La société n’est pas tenue de vérifier si des obligations envers des tiers incombent au détenteur inscrit de l’une de ses valeurs mobilières ou à la personne considérée en vertu de la présente partie comme tel ou comme propriétaire, ni de veiller à leur exécution.

1991, ch. 45, art. 96; 2005, ch. 54, art. 379.

 

Minors

97 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance is effective against the company.

1991, c. 45, s. 97; 2005, c. 54, s. 380(E).

Joint shareholders

98 A company may treat as owners of a security the survivors of persons to whom the security was issued as joint holders, if the company receives proof satisfactory to it of the death of any of the joint holders.

Transmission of securities

99 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 96(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 96(2)(a) delivers to the company or its transfer agent

(a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by

(i) the court that granted the probate or letters of administration,

(ii) a company that is a trust company pursuant to subsection 57(2) or a trust company incorporated by or under the laws of a province, or

(iii) a lawyer or notary acting on behalf of the person referred to in paragraph 96(2)(a), or

(b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province,

together with

Mineurs

97 En cas d’exercice par un mineur de droits attachés à la propriété des valeurs mobilières de la société, aucun désaveu ultérieur n’a d’effet contre celle-ci.

1991, ch. 45, art. 97; 2005, ch. 54, art. 380(A).

Codétenteurs

98 La société peut, sur preuve satisfaisante du décès de l’un des codétenteurs de l’une de ses valeurs mobilières, considérer les autres codétenteurs comme propriétaires de celle-ci.

Transmission de valeurs mobilières

99 (1) Sous réserve de la partie VII et de toute loi fiscale applicable, la personne visée à l’alinéa 96(2)a) est habilitée à devenir détenteur inscrit, ou à désigner la personne qui le deviendra, sur remise à la société ou à son agent de transfert — avec les assurances que celle-ci peut exiger en vertu de l’article 130 — des documents suivants :

a) en cas de transmission par testament notarié dans la province de Québec, une copie certifiée authentique de ce testament conformément aux lois de cette province ou, dans les autres cas, l’original du jugement, soit d’homologation du testament, soit de nomination d’un exécuteur testamentaire ou d’un administrateur, ou d’une copie certifiée conforme par :

(i) le tribunal qui a prononcé le jugement d’homologation ou la nomination de l’exécuteur testamentaire ou de l’administrateur,

(ii) une société de fiducie au sens du paragraphe

57(2) ou une société de fiducie constituée sous le régime d’une loi provinciale,

(iii) un avocat ou un notaire agissant pour le compte de la personne visée à l’alinéa 96(2)a);

b) un affidavit ou une déclaration établi par elle et énonçant les conditions de la transmission;

 

 

Current to February 11, 2020

   59    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 99-100

  

Articles 99-100

 

(c) an affidavit or declaration of transmission made by the person referred to in paragraph 96(2)(a) that states the particulars of the transmission, and

(d) the security certificate that was owned by the deceased holder

(i) in the case of a transfer to the person referred to in paragraph 96(2)(a), with or without the endorsement of that person, and

(ii) in the case of a transfer to any other person, endorsed in accordance with section 114,

and accompanied by any assurance the company may require under section 130.

c) le certificat de valeurs mobilières du détenteur décédé :

(i) dans le cas d’un transfert à elle-même, endossé ou non,

(ii) dans le cas d’un transfert à une autre personne, endossé en conformité de l’article 114.

 

Excepted transmissions

(2) Notwithstanding subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents, namely,

(a) the security certificate that was owned by the deceased holder; and

(b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the designated person to become the registered shareholder.

Transmissions

(2) Malgré le paragraphe (1), le représentant personnel du détenteur décédé de valeurs mobilières dont la transmission est régie par une loi n’exigeant pas de jugement d’homologation du testament, ni de nomination d’un exécuteur testamentaire ou d’un administrateur, est habilité, sous réserve de la partie VII et de toute loi fiscale applicable, à en devenir le détenteur inscrit, ou à désigner celui-ci, sur remise à la société ou à son agent de transfert des pièces suivantes :

a) les certificats de valeurs mobilières du détenteur décédé;

b) une attestation suffisante des lois applicables, des droits du détenteur décédé sur ces valeurs mobilières et de son droit, ou de celui de la personne qu’il désigne, d’en devenir le détenteur inscrit.

 

Right of company to treat as owner

(3) Subject to Part VII, delivery of the documents referred to in this section empowers a company or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph 96(2)(a) or to such person as the person referred to in that paragraph may designate and, thereafter, to treat the person who becomes so registered as the owner of that security.

Over-issue

100 (1) The provisions of this Part that validate a security or compel its issue or reissue do not apply to the extent that a validation, issue or reissue would result in over-issue, but

(a) if a valid security similar in all respects to the security involved in the over-issue is reasonably available for purchase, the person entitled to the validation

Droit de la société

(3) Sous réserve de la partie VII, la remise des documents visés au présent article donne à la société ou à son agent de transfert le pouvoir de consigner au registre des valeurs mobilières la transmission de valeurs mobilières du détenteur décédé à la personne visée à l’alinéa 96(2)a), ou à la personne qu’elle peut désigner, et par la suite de considérer la personne qui en devient détenteur inscrit comme leur propriétaire.

Émission excédentaire

100 (1) L’application des dispositions de la présente partie validant des valeurs mobilières ou en imposant l’émission ou la réémission ne saurait entraîner une émission excédentaire; toutefois, les personnes habilitées à réclamer cette application peuvent, selon qu’il est ou non possible d’acquérir des valeurs mobilières identiques

 

 

Current to February 11, 2020

   60    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

   PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 100-102

  

Articles 100-102

 

or issue may compel the issuer to purchase and deliver such a security to that person against surrender of the security that the person holds; or

(b) if a valid security similar in all respects to the security involved in the over-issue is not reasonably available for purchase, the person entitled to the validation or issue may recover from the issuer an amount equal to the price the last purchaser for value paid for the invalid security.

à celles qui sont en cause dans l’émission excédentaire, respectivement :

a) contraindre l’émetteur à les acquérir et à les leur livrer en échange de celles qu’elles détiennent;

b) recouvrer de l’émetteur une somme égale au prix payé par le dernier acquéreur des valeurs mobilières non valides.

 

Retroactive validation

(2) Where an issuer is subsequently authorized to issue securities of a number equal to or exceeding the number of securities previously authorized plus the amount of the securities over-issued, the securities so over-issued are valid from the date of their issue.

Payment not a purchase or redemption

(3) A purchase or payment by an issuer under subsection (1) is not a purchase or payment in respect of which section 74 or 80 applies.

Burden of proof

101 In any action on a security,

(a) unless specifically denied in the pleadings, each signature on the security or in a necessary endorsement is admitted;

(b) a signature on the security is presumed to be genuine and authorized but, if the effectiveness of the signature is put in issue, the burden of establishing that it is genuine and authorized is on the party claiming under the signature;

(c) if a signature is admitted or established, production of the instrument entitles a holder to recover on it unless the defendant establishes a defence or a defect going to the validity of the security; and

(d) if the defendant establishes that a defence or defect exists, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or any person under whom the plaintiff claims.

Securities fungible

102 Unless otherwise agreed, and subject to any applicable law, regulation or stock exchange rule, a person required to deliver securities may deliver any security of the specified issue in bearer form or registered in the name of the transferee or endorsed to the transferee or in blank.

Validation rétroactive

(2) Les valeurs mobilières que l’émetteur est autorisé par la suite à émettre en excédent sont valides à compter de leur date d’émission.

Absence d’achat ou de rachat

(3) Les articles 74 ou 80 ne s’appliquent ni à l’acquisition ni au paiement qu’effectue l’émetteur aux termes du paragraphe (1).

Charge de la preuve

101 Dans tout procès portant sur des valeurs mobilières :

a) à défaut de contestation expresse dans les actes de procédure, les signatures figurant sur ces valeurs ou sur les endossements obligatoires sont admises sans autre preuve;

b) les signatures figurant sur ces valeurs mobilières sont présumées être authentiques et autorisées, à charge pour la partie qui s’en prévaut de l’établir en cas de contestation;

c) sur production des titres dont la signature est admise ou prouvée, leur détenteur obtient gain de cause, sauf si le défendeur soulève un moyen de défense ou l’existence d’un vice mettant en cause la validité de ces valeurs;

d) il incombe au demandeur de prouver l’inopposabilité, à lui-même ou aux personnes dont il invoque les droits, des moyens de défense ou du vice dont le défendeur établit l’existence.

Valeurs mobilières fongibles

102 Sauf convention à l’effet contraire et sous réserve de toute loi, de tout règlement ou de toute règle boursière applicable, la personne tenue de livrer des valeurs mobilières peut livrer n’importe quelles valeurs de l’émission spécifiée au porteur, enregistrées au nom du cessionnaire, endossées à son nom ou laissées en blanc.

 

 

Current to February 11, 2020

   61    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 103-104

  

Articles 103-104

 

Notice of defect

103 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits the notice.

Purchaser for value

(2) A security is valid in the hands of a purchaser for value without notice of any defect going to its validity.

Lack of genuineness

(3) Except as provided in section 104, the fact that a security is not genuine is a complete defence even against a purchaser for value and without notice.

Ineffective defences

(4) All defences of an issuer, including non-delivery and conditional delivery of a security but not including lack of genuineness, are ineffective against a purchaser for value without notice of the particular defence.

Avis du vice

103 (1) Les modalités d’une valeur mobilière comprennent celles qui y sont énoncées et celles qui, dans la mesure où elles sont compatibles avec les précédentes, y sont incorporées par renvoi à tout autre acte, loi, règle, règlement, décret, arrêté ou ordonnance, ce renvoi ne constituant pas en lui-même pour l’acquéreur contre valeur l’avis de l’existence d’un vice mettant en cause la validité de la valeur, même si celle-ci énonce expressément que la personne qui l’accepte admet l’existence de cet avis.

Acheteur

(2) La valeur mobilière est valide entre les mains de tout acquéreur contre valeur qui ignore l’existence d’un vice mettant en cause sa validité.

Défaut d’authenticité

(3) Sous réserve de l’article 104, le défaut d’authenticité d’une valeur mobilière constitue un moyen de défense péremptoire, même envers l’acquéreur contre valeur qui l’ignore.

Défense irrecevable

(4) L’émetteur ne peut opposer aucun autre moyen de défense, y compris la non-livraison ou la livraison sous condition d’une valeur mobilière, à l’acquéreur contre valeur qui n’en a pas connaissance.

 

Staleness as defect notice

(5) After an event that creates a right to immediate performance of the principal obligation evidenced by a security, or that sets a date on or after which a security is to be presented or surrendered for redemption or exchange, a purchaser is deemed to have notice of any defect in its issue or of any defence of the issuer

(a) if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and the funds or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or

(b) if the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which the performance became due.

Unauthorized signature

104 An unauthorized signature on a security before or in the course of issue is ineffective, except that the signature is effective in favour of a purchaser for value and without notice of the lack of authority, if the signing has been done by

Présomption de connaissance d’un vice

(5) À la survenance de tout événement ouvrant droit à l’exécution immédiate des obligations principales attestées dans des valeurs mobilières ou permettant de fixer la date de présentation ou de remise de valeurs mobilières pour rachat ou échange, sont présumés connaître tout défaut relatif à leur émission, ou tout moyen de défense opposé par l’émetteur, les acquéreurs qui les prennent, selon le cas :

a) plus d’un an après la date où, sur présentation ou remise des valeurs, les fonds à verser ou les valeurs à livrer en raison de la survenance de l’événement étaient disponibles;

b) plus de deux ans après la date de présentation, de livraison ou d’exécution prévue pour l’obligation principale.

Signature non autorisée

104 Les signatures non autorisées apposées sur les valeurs mobilières avant ou pendant une émission sont sans effet, sauf à l’égard de l’acquéreur contre valeur ignorant ce défaut et à condition que leur auteur soit :

 

 

Current to February 11, 2020

   62    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

   PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 104-107

  

Articles 104-107

 

(a) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, or of similar securities, or their immediate preparation for signing; or

(b) an employee of the issuer or of a person referred to in paragraph (a) who, in the ordinary course of the employee’s duties, handles the security.

a) une personne chargée soit, par l’émetteur, de signer ces valeurs ou des valeurs analogues ou d’en préparer directement la signature, soit d’en certifier l’authenticité, notamment un fiduciaire ou un agent d’inscription ou de transfert;

b) un agent de l’émetteur ou d’une personne visée à l’alinéa a) qui, dans le cadre normal de ses fonctions, a eu ou a ces valeurs en main.

 

Completion or alteration

105 (1) Where a security contains the signatures necessary to its issue or transfer but is incomplete in any other respect,

(a) any person may complete it by filling in the blanks in accordance with the person’s authority; and

(b) notwithstanding that the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.

Valeur mobilière à compléter

105 (1) Toute personne habilitée à cet effet peut remplir les blancs de valeurs mobilières revêtues des signatures requises pour leur émission ou leur transfert mais incomplètes par ailleurs; les titres ainsi complétés —même incorrectement — produisent leurs effets en faveur des acquéreurs contre valeur ignorant ce défaut.

 

Enforceability

(2) A completed security that has been improperly altered, even if fraudulently altered, remains enforceable, but only according to its original terms.

Warranties of agents

106 (1) A person signing a security, as authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, warrants to a purchaser for value without notice that

(a) the security is genuine;

(b) the person’s acts in connection with the issue of the security are within the person’s authority; and

(c) the person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue.

Limitation of liability

(2) Unless otherwise agreed, a person referred to in subsection (1) does not assume any further liability for the validity of a security.

Title of purchaser

107 (1) Subject to Part VII, on delivery of a security the purchaser acquires the rights in the security that the purchaser’s transferor had or had authority to convey, except that the position of a purchaser who has been a party to any fraud or illegality affecting the security or who as a

 

Force exécutoire

(2) Les valeurs mobilières qui sont irrégulièrement, voire frauduleusement, modifiées continuent à produire les effets prévus dans leurs modalités initiales.

Garanties des mandataires

106 (1) Les personnes chargées soit, par l’émetteur, de signer un titre, soit d’en certifier l’authenticité, notamment les fiduciaires ou les agents d’inscription ou de transfert, garantissent par leur signature à l’acquéreur contre valeur non avisé d’irrégularités en l’occurrence :

a) l’authenticité du titre;

b) leur pouvoir d’agir dans le cadre de l’émission du titre;

c) l’existence de raisons valables de croire que l’émetteur était autorisé à émettre sous cette forme un titre de ce montant.

Limite de responsabilité

(2) Sauf convention à l’effet contraire, les personnes visées au paragraphe (1) n’assument aucune autre responsabilité quant à la validité d’une valeur mobilière.

Titre de l’acquéreur

107 (1) Sous réserve de la partie VII, dès livraison d’une valeur mobilière, les droits transmissibles du cédant passent à l’acquéreur, mais le fait de détenir une valeur d’un acheteur de bonne foi ne saurait modifier la situation du cessionnaire qui a participé à une fraude ou

 

 

Current to February 11, 2020

   63    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

   PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 107-110

  

Articles 107-110

 

prior holder had notice of an adverse claim is not improved by taking from a later bona fide purchaser.

à un acte illégal mettant en cause la validité de cette valeur ou qui, en tant qu’ancien détenteur, connaissait l’existence d’une opposition.

 

Title of bona fide purchaser

(2) A bona fide purchaser, in addition to acquiring the rights of a purchaser, also acquires the security free from any adverse claim.

Limited interest purchaser

(3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.

Deemed notice of adverse claim

108 A purchaser of a security, or any securities broker for a seller or purchaser, is deemed to have notice of an adverse claim if

(a) the security, whether in bearer form or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or

(b) the security is in bearer form and has on it a statement that it is the property of a person other than the transferor, except that the mere writing of a name on a security is not such a statement.

Titre de l’acheteur de bonne foi

(2) L’acheteur de bonne foi acquiert, outre les droits de l’acquéreur, la valeur mobilière libre de toute opposition.

Droits limités

(3) L’acquéreur n’acquiert de droits que dans les limites de son acquisition.

Présomption d’opposition

108 Sont réputés connaître l’existence d’oppositions les courtiers de valeurs mobilières ou les acquéreurs de titres :

a) endossés « pour recouvrement », « pour remise » ou à toute fin n’emportant pas transfert;

b) au porteur revêtus d’une mention, autre que la simple inscription d’un nom, selon laquelle l’auteur du transfert n’en est pas propriétaire.

 

Notice of fiduciary duty

109 Notwithstanding that a purchaser, or any securities broker for a seller or purchaser, has notice that a security is held for a third person by, or is registered in the name of or endorsed by, a fiduciary, neither the purchaser nor the securities broker has any duty to inquire into the rightfulness of the transfer or any notice of an adverse claim, except that if the purchaser or securities broker for the seller or purchaser knows that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty, the purchaser or securities broker is deemed to have notice of an adverse claim.

Staleness as notice

110 An event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange is not of itself notice of an adverse claim, except in the case of a purchase

(a) made more than one year after any date set for such a presentation or surrender; or

(b) made more than six months after any date set for payment of money against such a presentation or

 

Avis du mandat d’un fiduciaire

109 L’acquéreur ou tout courtier de valeurs mobilières qui est avisé de la détention d’une valeur mobilière pour le compte d’un tiers, de son inscription au nom d’un représentant ou de son endossement par ce dernier n’est ni tenu de s’enquérir de la régularité du transfert, ni réputé connaître l’existence d’une opposition; cependant, l’acquéreur ou le courtier qui sait que le représentant contrevient à son mandat, notamment en utilisant la contrepartie ou en effectuant l’opération à des fins personnelles, est réputé avisé de l’existence de l’opposition.

Péremption valant avis d’opposition

110 Tout événement ouvrant droit à l’exécution immédiate des obligations principales attestées dans des valeurs mobilières ou permettant de fixer la date de présentation ou de remise de ces valeurs pour rachat ou échange ne constitue pas en lui-même un avis de l’existence d’une opposition, sauf dans le cas d’une acquisition effectuée :

a) soit plus d’un an après cette date;

 

 

Current to February 11, 2020

   64    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

   PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 110-111

  

Articles 110-111

 

surrender if funds are available for payment on that date.

b) soit plus de six mois après la date où les fonds, s’ils étaient disponibles, devaient être versés sur présentation ou remise des valeurs.

 

Warranties to issuer

111 (1) A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement.

Warranties to purchaser

(2) A person by transferring a security to a purchaser for value warrants only that

(a) the transfer is effective and rightful;

(b) the security is genuine and has not been materially altered; and

(c) the person knows of nothing that might impair the validity of the security.

Warranties of intermediary

(3) Where a security is delivered by an intermediary known by the purchaser to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim to be collected against that delivery, the intermediary by that delivery warrants only the intermediary’s own good faith and authority even if the intermediary has purchased or made advances against the draft or other claim to be collected against the delivery.

Warranties of pledgee

(4) A pledgee or other holder for purposes of security who redelivers a security received, or after payment and on order of the debtor delivers that security to a third person, gives only the warranties of an intermediary under subsection (3).

Warranties of securities broker

(5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

 

Garanties à l’émetteur

111 (1) La personne qui présente un titre pour inscription de son transfert, pour paiement ou pour échange garantit à l’émetteur le bien-fondé de sa demande; toutefois, l’acquéreur contre valeur qui ignore l’existence d’une opposition et qui reçoit un titre soit nouveau, soit réémis ou réinscrit, garantit seulement, dès l’inscription du transfert, l’inexistence, à sa connaissance, de signatures non autorisées lors d’endossements obligatoires.

Garanties à l’acquéreur

(2) La personne qui transfère le titre à l’acquéreur contre valeur garantit seulement :

a) la régularité et le caractère effectif de ce transfert;

b) l’authenticité du titre et l’absence de modifications importantes;

c) l’inexistence, à sa connaissance, de vices mettant en cause la validité du titre.

Garanties de l’intermédiaire

(3) L’intermédiaire qui, au su de l’acquéreur, est chargé de livrer une valeur mobilière pour le compte d’une autre personne ou de recouvrer une créance, notamment une traite, garantit, par la livraison, seulement sa propre bonne foi et sa qualité pour agir, même s’il a consenti ou souscrit des avances sur cette créance.

Garanties du créancier gagiste

(4) Le créancier gagiste ou tout autre détenteur pour sûreté qui, après paiement et sur ordre du débiteur, livre à un tiers la valeur mobilière qu’il a reçue ne donne que les garanties de l’intermédiaire prévues au paragraphe (3).

Garanties du courtier

(5) Le courtier de valeurs mobilières donne à son client, à l’émetteur ou à l’acquéreur les garanties prévues aux paragraphes (1) à (4) et jouit des droits et privilèges que ces paragraphes confèrent à l’acquéreur; les garanties que donne ou dont bénéficie le courtier agissant comme mandataire s’ajoutent aux garanties que donne ou dont bénéficie son client.

 

 

Current to February 11, 2020

   65    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 112-114

  

Articles 112-114

 

Right to compel endorsement

112 Where a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.

Droit d’exiger l’endossement

112 Le transfert d’un titre nominatif livré sans l’endossement obligatoire est parfait à l’égard du cédant dès la livraison, mais l’acquéreur ne devient acheteur de bonne foi qu’après l’endossement, qu’il peut formellement exiger.

 

Definition of appropriate person

113 (1) In this section, section 114, subsections 121(1), 124(4) and 129(1) and section 133, appropriate person means

(a) the person specified by the security or by special endorsement to be entitled to the security;

(b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or that person’s successor;

(c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more of those persons are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed;

(d) if a person described in paragraph (a) is a natural person and is without capacity to act by reason of death, incompetence, minority or other reason, the person’s fiduciary;

(e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death not all of the persons can sign, the survivor or survivors;

(f) a person having power to sign under any applicable law or a power of attorney; or

(g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent, the person’s authorized agent.

Définition de personne compétente

113 (1) Pour l’application du présent article, de l’article 114, des paragraphes 121(1), 124(4) et 129(1) et de l’article 133, la personne compétente est, selon le cas :

a) le titulaire de la valeur mobilière, mentionné sur celle-ci ou dans un endossement nominatif;

b) la personne visée à l’alinéa a) désignée en qualité de représentant, mais qui n’agit plus en cette qualité, ou son successeur;

c) tout représentant dont le nom figure parmi ceux qui sont mentionnés sur la valeur mobilière ou l’endossement visés à l’alinéa a), indépendamment de la présence d’un successeur nommé ou agissant à la place de ceux qui n’ont plus qualité;

d) le représentant de la personne visée à l’alinéa a) si cette dernière est une personne physique décédée ou incapable, notamment parce qu’elle est mineure;

e) tout survivant parmi les bénéficiaires d’un gain de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

f) la personne qui a le pouvoir de signer en vertu d’une loi applicable ou d’une procuration;

g) le mandataire autorisé des personnes visées aux alinéas a) à f) dans la mesure où elles peuvent agir par un mandataire.

 

Determining an appropriate person

(2) Whether the person signing is an appropriate person is determined as of the time of signing, and an endorsement by such a person does not become unauthorized for the purposes of this Part by reason of any subsequent change of circumstances.

Endorsement

114 (1) An endorsement of a security in registered form is made when an appropriate person signs, either on the

 

Appréciation de l’état de personne compétente

(2) La question de la compétence des signataires se détermine au moment de la signature et aucun endossement par eux ne cesse d’être autorisé au sens de la présente partie du fait d’une quelconque modification ultérieure des circonstances.

Endossement

114 (1) L’endossement d’un titre nominatif aux fins de cession ou de transfert se fait par l’apposition, soit à

 

 

Current to February 11, 2020

   66    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 114-119

  

Articles 114-119

 

security or on a separate document, an assignment or transfer of the security or a power to assign or transfer it, or when the signature of an appropriate person is written without more on the back of the security.

l’endos sans autre formalité, soit sur un document distinct ou sur une procuration à cet effet, de la signature d’une personne compétente.

 

Special or blank

(2) An endorsement may be special or in blank.

Blank endorsement

(3) An endorsement in blank includes an endorsement to bearer.

Special endorsement

(4) A special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it.

Right of holder

(5) A holder may convert an endorsement in blank into a special endorsement.

Immunity of endorser

115 Unless otherwise agreed, the endorser by the endorsement assumes no obligation that the security will be honoured by the issuer.

Partial endorsement

116 An endorsement purporting to be an endorsement of only part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.

Effect of failure by fiduciary to comply

117 Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Effect of endorsement without delivery

118 An endorsement of a security, whether special or in blank, does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and that document.

Endorsement in bearer form

119 An endorsement of a security in bearer form may give notice of an adverse claim under section 108 but does not otherwise affect any of the holder’s rights.

 

Endossement nominatif ou en blanc

(2) L’endossement peut être nominatif ou en blanc.

Endossement en blanc

(3) L’endossement au porteur est assimilé à l’endossement en blanc.

Endossement nominatif

(4) L’endossement nominatif désigne soit le cessionnaire, soit la personne qui a le pouvoir de transférer la valeur mobilière.

Droit du détenteur

(5) Le détenteur peut convertir l’endossement en blanc en endossement nominatif.

Absence de responsabilité de l’endosseur

115 Sauf convention à l’effet contraire, l’endosseur ne garantit pas que l’émetteur honorera la valeur mobilière.

Endossement partiel

116 L’endossement apparemment effectué pour une partie d’une valeur mobilière représentant des unités que l’émetteur avait l’intention de rendre transférables séparément n’a d’effet que dans cette mesure.

Manquements du représentant

117 L’endossement effectué par le représentant ne devient pas non autorisé au sens de la présente partie du fait d’un manquement par celui-ci à l’acte qui l’habilite ou aux lois régissant son statut, notamment la loi qui lui impose de faire approuver judiciairement le transfert.

Effet de l’endossement sans livraison

118 L’endossement d’une valeur mobilière n’emporte transfert que lors de la livraison de la valeur et, le cas échéant, du document distinct le constituant.

Endossement au porteur

119 L’endossement au porteur d’une valeur mobilière peut constituer l’avis de l’opposition prévue à l’article 108, mais ne porte pas autrement atteinte aux droits du détenteur.

 

 

Current to February 11, 2020

   67    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 120-122

  

Articles 120-122

 

Effect of unauthorized endorsement

120 (1) The owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value and without notice of an adverse claim, who has in good faith received a new, reissued or re-registered security on registration of transfer, unless the owner

(a) has ratified an unauthorized endorsement of the security; or

(b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement.

Liability of issuer

(2) An issuer who registers the transfer of a security on an unauthorized endorsement is liable for improper registration.

Warranties of guarantor of signature

121 (1) A person who guarantees the signature of an endorser of a security warrants that, at the time of signing,

(a) the signature was genuine;

(b) the signer was an appropriate person to endorse; and

(c) the signer had legal capacity to sign.

Limitation of liability

(2) A person who guarantees the signature of an endorser does not otherwise warrant the rightfulness of the transfer to which the signature relates.

Warranties of guarantor of endorsement

(3) A person who guarantees the endorsement of a security warrants both the signature and the rightfulness, in all respects, of the transfer to which the signature relates, but an issuer may not require a guarantee of endorsement as a condition to registration of transfer.

Extent of warrantor’s liability

(4) The warranties referred to in subsections (1) to (3) are made to any person who, relying on the guarantee, takes or deals with the security, and the guarantor is liable to such a person for any loss resulting from breach of warranty.

Constructive delivery of a security

122 Delivery to a purchaser occurs when

 

Effet d’un endossement non autorisé

120 (1) Le propriétaire d’un titre peut opposer l’invalidité d’un endossement à l’émetteur ou à tout acquéreur — à l’exception de l’acquéreur contre valeur qui ignore l’existence d’oppositions et a reçu de bonne foi, lors d’un transfert, un titre soit nouveau, soit réémis ou réinscrit — sauf dans l’un des cas suivants :

a) il a ratifié un endossement non autorisé du titre en question;

b) il est par ailleurs privé du droit de contester la validité d’un endossement non autorisé.

Responsabilité de l’émetteur

(2) L’émetteur engage sa responsabilité en procédant à l’inscription du transfert d’une valeur mobilière à la suite d’un endossement non autorisé.

Garantie de la signature

121 (1) La personne qui garantit la signature de l’endosseur d’une valeur mobilière atteste, au moment où elle a été donnée :

a) son authenticité;

b) la qualité de « personne compétente » de l’endosseur;

c) la capacité juridique de l’endosseur.

Limite de responsabilité

(2) Le fait d’attester la signature de l’endosseur ne garantit pas la régularité du transfert.

Garant de l’endossement

(3) La personne qui garantit l’endossement d’une valeur mobilière atteste la régularité tant de la signature que du transfert; toutefois, l’émetteur ne peut exiger une garantie d’endossement comme condition de l’inscription du transfert.

Étendue de la responsabilité

(4) Les garanties visées aux paragraphes (1) à (3) sont données aux personnes qui négocient des valeurs mobilières sur la foi de telles garanties, le garant étant responsable des dommages causés par tout manquement en ce domaine.

Présomption de livraison

122 Il y a livraison des valeurs mobilières à l’acquéreur dès que, selon le cas :

 

 

Current to February 11, 2020

   68    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

   PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 122-124

  

Articles 122-124

 

(a) the purchaser or a person designated by the purchaser acquires possession of a security;

(b) the purchaser’s securities broker acquires possession of a security specially endorsed to or issued in the name of the purchaser;

(c) the purchaser’s securities broker sends the purchaser confirmation of the purchase and the broker in the broker’s records identifies a specific security as belonging to the purchaser; or

(d) in respect of an identified security to be delivered while still in the possession of a third person, that person acknowledges that it is held for the purchaser.

a) lui-même ou la personne qu’il désigne en prend possession;

b) son courtier de valeurs mobilières en prend possession, qu’elles soient émises à son nom ou endossées nominativement à son profit;

c) son courtier de valeurs mobilières lui envoie confirmation de l’acquisition et les inscrit dans ses registres comme lui appartenant;

d) un tiers reconnaît qu’il détient pour livraison à l’acquéreur de telles valeurs.

 

Constructive ownership of security

123 (1) A purchaser is the owner of a security held for the purchaser by a securities broker, but a purchaser is not a holder except in the cases referred to in paragraphs 122(b) and (c).

Ownership of part of fungible bulk

(2) If a security is part of a fungible bulk, a purchaser of the security is the owner of the proportionate interest in the fungible bulk.

Notice to securities broker of adverse claim

(3) Notice of an adverse claim received by a securities broker or by a purchaser after the broker takes delivery as a holder for value is not effective against the broker or the purchaser, except that, as between the broker and the purchaser, the purchaser may demand delivery of an equivalent security in respect of which no notice of an adverse claim has been received.

Delivery of security

124 (1) Unless otherwise agreed, if a sale of a security is made on a stock exchange or otherwise through securities brokers,

(a) the selling customer fulfils the customer’s duty to deliver when the customer delivers the security to the selling securities broker or to a person designated by the selling securities broker or causes an acknowledgement to be made to the selling securities broker that it is held for the selling securities broker; and

(b) the selling securities broker, including a correspondent broker, acting for a selling customer fulfils the securities broker’s duty to deliver by delivering the security or a like security to the buying securities broker or to a person designated by the buying securities

 

Présomption de propriété

123 (1) L’acquéreur est propriétaire des valeurs mobilières que détient pour lui son courtier de valeurs mobilières, mais n’en est détenteur que dans les cas prévus aux alinéas 122b) et c).

Propriété d’une partie d’un ensemble fongible

(2) L’acquéreur d’une valeur mobilière faisant partie d’un ensemble fongible possède une participation proportionnelle dans cet ensemble.

Avis au courtier

(3) L’avis d’opposition n’est pas opposable au courtier de valeurs mobilières ou à l’acquéreur qui le reçoit après que le courtier a pris livraison de la valeur mobilière à titre onéreux; toutefois, l’acquéreur peut exiger du courtier la livraison d’une valeur mobilière équivalente n’ayant fait l’objet d’aucun avis d’opposition.

Livraison d’une valeur mobilière

124 (1) Sauf convention à l’effet contraire, en cas de vente d’une valeur mobilière par l’intermédiaire de courtiers de valeurs mobilières et notamment sur un marché boursier :

a) le vendeur satisfait à son obligation de livrer soit en livrant cette valeur au courtier vendeur ou à la personne qu’il désigne, soit en l’informant qu’elle est détenue pour son compte;

b) le courtier vendeur, y compris son correspondant, agissant pour le compte du vendeur, satisfait à son obligation de livrer soit en livrant cette valeur ou une valeur semblable au courtier acheteur ou à la personne que celui-ci désigne, soit en effectuant la compensation de la vente en conformité avec les règles du marché boursier en question.

 

 

Current to February 11, 2020

   69    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Section 124

  

Article 124

 

broker or by effecting clearance of the sale in accordance with the rules of the exchange on which the transaction took place.

 

Duty to deliver

(2) Except as otherwise provided in this section and unless otherwise agreed, a transferor’s duty to deliver a security under a contract of purchase is not fulfilled until the transferor delivers the security in negotiable form to the purchaser or to a person designated by the purchaser, or causes an acknowledgement to be made to the purchaser that the security is held for the purchaser.

Delivery to securities broker

(3) A sale to a securities broker purchasing for the securities broker’s own account is subject to subsection (2) and not subsection (1), unless the sale is made on a stock exchange.

Obligation de livrer

(2) Sauf disposition du présent article ou convention à l’effet contraire, le cédant ne satisfait à l’obligation de livrer qui découle d’un contrat d’acquisition que soit en livrant la valeur sous forme négociable à l’acquéreur, ou à la personne qu’il désigne, soit en notifiant à celui-ci la détention de cette valeur pour son compte.

Livraison au courtier

(3) La vente à un courtier de valeurs mobilières pour son propre compte est assujettie au paragraphe (2) et non au paragraphe (1), sauf si elle est effectuée à une bourse de valeurs mobilières.

 

Transfer through clearing agency

(4) If a security shown in the records of a clearing agency is evidenced by

(a) a security certificate in the custody of the clearing agency or a custodian, or a nominee of either, subject to the instructions of the clearing agency, and is in bearer form or endorsed in blank by an appropriate person or registered in the name of the clearing agency or a custodian, or of a nominee of either, or

(b) an uncertificated security registered or recorded in records maintained by or on behalf of the company in the name of the clearing agency or a custodian, or of a nominee of either, subject to the instructions of the clearing agency, then, in addition to other methods, a transfer or pledge of the security or any interest therein may be effected by the making of an appropriate entry in the records of the clearing agency.

Transfert par l’entremise d’une société de compensation et de dépôt

(4) Le transfert ou le nantissement de la valeur mobilière figurant aux registres d’une agence de compensation et de dépôt, ou d’un droit s’y rattachant, peut notamment être effectué en procédant à l’inscription requise dans les registres de l’agence, à condition que l’existence de la valeur mobilière soit confirmée :

a) dans le cas d’une valeur mobilière au porteur ou endossée en blanc par une personne compétente, ou inscrite au nom de l’agence ou d’un dépositaire, ou de leur intermédiaire, par un certificat confié à l’agence, au dépositaire ou à l’intermédiaire, conformément aux directives de l’agence;

b) dans le cas d’une valeur mobilière sans certificat, par une inscription ou mention dans les registres tenus par la société ou pour son compte au nom de l’agence ou d’un dépositaire, ou de leur intermédiaire, conformément aux directives de l’agence.

 

Interest in fungible bulk

(5) Under subsections (4) to (10), entries may be in respect of like securities or interests therein as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or the like and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Droits dans un ensemble fongible

(5) Aux termes des paragraphes (4) à (10), il peut être procédé à l’inscription de valeurs mobilières semblables ou de droits s’y rattachant qui font partie d’un ensemble fongible. Cette inscription peut être simplement une mention d’une quantité d’une valeur mobilière donnée sans que le nom du propriétaire inscrit, le numéro du certificat ou de l’obligation ou une autre mention y figurent. Dans les cas indiqués, il peut s’agir d’un chiffre net tenant compte des autres transferts ou nantissements de la même valeur mobilière.

 

 

Current to February 11, 2020

   70    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 124-125

  

Articles 124-125

 

Constructive endorsement and delivery

(6) A transfer or pledge under subsections (4) to (10) has the effect of a delivery of a security in bearer form or duly endorsed in blank representing the amount of the obligation or the number of shares or rights transferred or pledged.

Idem

(7) If a pledge or the creation of a security interest is intended, the making of entries has the effect of a taking of delivery by the pledgee or a secured party and the pledgee or secured party shall be deemed to have taken possession for all purposes.

Holder

(8) A person depositing a security certificate or an uncertificated security with a clearing agency, or a transferee or pledgee of a security under subsections (4) to (10), is a holder of the security and shall be deemed to have possession of the security so deposited, transferred or pledged, as the case may be, for all purposes.

Endossement et livraison imputés

(6) Le transfert ou le nantissement prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou nantis.

Idem

(7) Si le nantissement ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

Détenteur

(8) La personne qui dépose le certificat de valeur mobilière, ou qui procède à l’inscription d’une valeur mobilière sans certificat, auprès d’une agence de compensation et de dépôt, ainsi que le cessionnaire et le créancier gagiste de la valeur mobilière visés aux paragraphes (4) à (10) sont des détenteurs de la valeur mobilière et sont réputés, à toutes fins, en avoir la possession.

 

Not registration

(9) A transfer or pledge under subsections (4) to (10) does not constitute a registration of transfer under sections 129 to 136.

Error in records

(10) That entries made in the records of the clearing agency as provided in subsection (4) are not appropriate does not affect the validity or effect of the entries nor the liabilities or obligations of the clearing agency to any person adversely affected thereby.

Right to reclaim possession

125 (1) A person against whom the transfer of a security is wrongful for any reason, including the person’s incapacity, may, against anyone except a bona fide purchaser,

(a) reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights; or

(b) claim damages.

Recovery where unauthorized endorsement

(2) If the transfer of a security is wrongful by reason of an unauthorized endorsement, the owner may reclaim possession of the security or a new security even from a

Non-inscription

(9) Le transfert ou le nantissement effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 129 à 136.

Erreur au registre

(10) Les inscriptions erronées effectuées aux registres de l’agence de compensation et de dépôt aux termes du paragraphe (4) n’affectent en rien la validité ou l’effet de ces inscriptions non plus que la responsabilité et les obligations de l’agence à l’égard des personnes lésées.

Droit de demander la remise en possession

125 (1) La personne à laquelle le transfert d’une valeur mobilière cause un préjudice, notamment en raison de son incapacité, peut réclamer, sauf à l’acheteur de bonne foi, soit des dommages-intérêts, soit la possession de cette valeur ou d’une nouvelle valeur attestant tout ou partie des mêmes droits.

Remise en possession en cas d’endossement non autorisé

(2) Le propriétaire d’une valeur mobilière à qui le transfert cause un préjudice, par suite d’un endossement non autorisé, peut réclamer la possession de cette valeur ou d’une nouvelle valeur, même à l’acheteur de bonne foi,

 

 

Current to February 11, 2020

   71    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 125-129

  

Articles 125-129

 

bona fide purchaser if the ineffectiveness of the purported endorsement is asserted against the purchaser under section 120.

si l’invalidité de l’endossement est opposée à ce dernier en vertu de l’article 120.

 

Remedies

(3) The right to reclaim possession of a security may be specially enforced, its transfer may be restrained and the security may be impounded pending litigation.

Right to requisites for registration

126 (1) Unless otherwise agreed, a transferor shall, on demand, supply a purchaser with proof of the transferor’s authority to transfer a security or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value, it is not necessary for a transferor to prove authority to transfer unless the purchaser pays the reasonable and necessary costs of the proof and transfer.

Rescission of transfer

(2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer.

Seizure of security

127 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security.

No conversion if good faith delivery

128 An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the agent’s or bailee’s principal is not liable for conversion or for participation in breach of fiduciary duty even though the principal has no right to dispose of the securities.

Duty to register transfer

129 (1) Subject to Part VII, where a security in registered form is presented for transfer, the issuer shall register the transfer if

(a) the security is endorsed by an appropriate person;

(b) reasonable assurance is given that the endorsement is genuine and effective;

Recours

(3) Il est possible de demander l’exécution forcée du droit de mise en possession d’une valeur mobilière, de mettre obstacle à son transfert et de la mettre sous séquestre au cours d’un litige.

Droit d’obtenir les pièces nécessaires à l’inscription

126 (1) Sauf convention à l’effet contraire, le cédant est obligé, sur demande de l’acquéreur, de fournir à celui-ci la preuve qu’il a le pouvoir d’effectuer le transfert ou toute autre pièce nécessaire à l’inscription; si le transfert est à titre gratuit, le cédant est déchargé de cette obligation à moins que l’acquéreur n’en acquitte les frais nécessaires.

Rescision d’un transfert

(2) L’acquéreur peut refuser le transfert ou en demander la rescision si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Saisie d’une valeur mobilière

127 La saisie portant sur une valeur mobilière ou sur un droit qu’elle constate n’a d’effet que lorsque le saisissant en a obtenu la possession.

Non-responsabilité du mandataire ou dépositaire de bonne foi

128 Le mandataire ou dépositaire qui, de bonne foi —notamment en ayant respecté les normes commerciales raisonnables si, de par sa profession, il négocie les valeurs mobilières d’une société — a reçu, vendu, donné en gage ou livré ces valeurs mobilières conformément aux instructions de son mandant ne peut être tenu responsable de détournement ni de violation d’une obligation de représentant, même si le mandant n’avait pas le droit d’aliéner les valeurs mobilières en question.

Inscription obligatoire du transfert

129 (1) Sous réserve de la partie VII, l’émetteur doit procéder à l’inscription du transfert d’un titre nominatif si, à la fois :

a) le titre est endossé par une personne compétente;

b) des assurances suffisantes sur l’authenticité et la validité de cet endossement sont données;

 

 

Current to February 11, 2020

   72    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 129-130             

  

Articles 129-130

 

(c) the issuer has no duty to inquire into adverse claims or has discharged any such duty;

(d) all applicable laws relating to the collection of taxes have been complied with;

(e) the transfer is rightful or is to a bona fide purchaser; and

(f) the fee, if any, referred to in subsection 88(2) has been paid.

Liability for delay

(2) Where an issuer has a duty to register a transfer of a security, the issuer is liable to the person presenting it for registration for any loss resulting from any unreasonable delay in registration or from the failure or refusal to register the transfer.

Assurance of endorsements

130 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring

(a) if the endorsement is by an agent, reasonable assurance of authority to sign;

(b) if the endorsement is by a fiduciary, evidence of appointment or incumbency;

(c) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

(d) in any other case, assurance that corresponds as closely as practicable to the foregoing.

Definition of guarantee of the signature

(2) For the purposes of subsection (1), guarantee of the signature means a guarantee signed by or on behalf of a person whom the issuer believes, on reasonable grounds, to be a responsible person.

Standards

(3) An issuer may adopt reasonable standards to determine responsible persons for the purposes of subsection (2).

Definition of evidence of appointment or incumbency

(4) For the purposes of paragraph (1)(b), evidence of appointment or incumbency means

(a) in the case of a fiduciary appointed by a court and referred to in subsection 99(1), a copy of the certified

 

c) il n’est pas tenu de s’enquérir de l’existence d’oppositions ou il s’est déjà acquitté de cette obligation;

d) les lois fiscales applicables ont été respectées;

e) le transfert est régulier ou est effectué au profit d’un acheteur de bonne foi;

f) les droits prévus au paragraphe 88(2) ont été acquittés.

Responsabilité en cas de retard

(2) L’émetteur tenu de procéder à l’inscription du transfert d’une valeur mobilière est responsable, envers la personne qui la présente à cet effet, du préjudice causé par tout retard indu ou par tout défaut ou refus.

Garantie de l’effet juridique de l’endossement

130 (1) L’émetteur peut demander que lui soient données des assurances sur l’authenticité et la validité de chaque endossement obligatoire en exigeant la garantie de la signature de l’endosseur et, le cas échéant :

a) des assurances suffisantes sur l’autorisation de signature des mandataires;

b) la preuve de la nomination ou du mandat du représentant;

c) des assurances suffisantes que tous les représentants dont la signature est requise ont signé;

d) dans les autres cas, des assurances analogues à celles qui précèdent.

Définition de garantie de la signature

(2) Pour l’application du paragraphe (1), la garantie de la signature s’entend de la garantie signée par toute personne que l’émetteur a de bonnes raisons de croire digne de confiance ou au nom d’une telle personne.

Normes

(3) L’émetteur peut adopter des normes raisonnables pour déterminer les personnes dignes de confiance au sens du paragraphe (2).

Définition de preuve de la nomination ou du mandat

(4) Pour l’application de l’alinéa (1)b), la preuve de la nomination ou du mandat s’entend :

a) dans le cas du représentant nommé judiciairement et mentionné au paragraphe 99(1), de la copie certifiée

 

 

Current to February 11, 2020

   73    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 130-132

  

Articles 130-132

 

court order referred to in subsection 99(1) and dated not earlier than sixty days before the day a security is presented for transfer; or

(b) in the case of any other fiduciary, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate.

 

du jugement mentionné à ce paragraphe et rendu dans les soixante jours avant la présentation pour transfert de la valeur mobilière;

b) dans le cas de tout autre représentant, de la copie de tout document prouvant la nomination ou de toute autre preuve que l’émetteur estime suffisante.

 

Standards

(5) An issuer may adopt reasonable standards with respect to evidence referred to in paragraph (4)(b).

No notice to issuer

(6) An issuer is deemed not to have notice of the contents of any document referred to in subsection (4) that is obtained by the issuer except to the extent that the contents relate directly to appointment or incumbency.

Notice from additional documentation

131 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 130(1) and obtains a copy of a will, trust or partnership agreement or a by-law or similar document, the issuer is deemed to have notice of all matters contained therein affecting the transfer.

Limited duty of inquiry

132 (1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if

(a) the issuer receives written notice of an adverse claim at a time and in a manner that provides the issuer with a reasonable opportunity to act on it before the issue of a new, reissued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; or

(b) the issuer is deemed to have notice of an adverse claim from a document that it obtained under section 131.

Discharge of duty

(2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either

(a) the issuer is served with a restraining order or other order of a court, or

Normes

(5) L’émetteur peut adopter des normes raisonnables en matière de preuve visée à l’alinéa (4)b).

Absence d’avis

(6) L’émetteur n’est réputé connaître le contenu des documents obtenus en application du paragraphe (4) que s’il se rattache directement à une nomination ou à un mandat.

Assurances supplémentaires

131 L’émetteur qui, à l’occasion d’un transfert, exige des assurances non prévues au paragraphe 130(1) et qui obtient copie de documents, tels que testaments, contrats de fiducie ou de société de personnes ou règlements administratifs, est réputé être avisé de tout ce qui, dans ces documents, concerne le transfert.

Obligation de s’informer

132 (1) L’émetteur auquel est présentée une valeur mobilière pour inscription est tenu, selon le cas, de s’informer de toute opposition :

a) dont il est avisé par écrit, à une date et d’une façon qui lui permettent normalement d’agir avant une émission, une réémission ou une réinscription, lorsque l’avis lui révèle le nom et l’adresse de l’opposant, l’identité du propriétaire inscrit et l’émission dont cette valeur fait partie;

b) dont il est réputé avoir eu connaissance par un document obtenu en vertu de l’article 131.

Exécution de l’obligation

(2) L’émetteur peut s’acquitter par tout moyen raisonnable de l’obligation de s’informer, notamment en avisant l’opposant, par courrier recommandé envoyé à l’adresse qu’il a donnée ou, à défaut, à sa résidence ou à tout lieu où il exerce normalement son activité, qu’il donnera suite à la demande d’inscription du transfert d’une valeur mobilière présentée par une personne nommément désignée, sauf si, dans les trente jours de l’envoi de cet avis :

a) soit une ordonnance judiciaire lui est signifiée;

 

 

Current to February 11, 2020

   74    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 132-135

  

Articles 132-135

 

(b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

b) soit il reçoit un cautionnement qu’il estime suffisant pour le protéger, ainsi que ses mandataires —notamment les agents d’inscription ou de transfert — , du préjudice qu’ils pourraient subir pour avoir tenu compte de cette opposition.

 

Inquiry into adverse claims

133 Unless an issuer is deemed to have notice of an adverse claim from a document that it obtained under section 131 or has received notice of an adverse claim under subsection 132(1), if a security presented for registration is endorsed by the appropriate person, the issuer has no duty to inquire into adverse claims and, in particular,

(a) an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and thereafter the issuer may assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security;

(b) an issuer registering a transfer on an endorsement by a fiduciary has no duty to inquire into whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and

(c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer’s possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary specifically or to the fiduciary’s nominee.

Duration of notice of adverse claim

134 A written notice of adverse claim received by an issuer is effective for twelve months after the day it was received unless the notice is renewed in writing.

Limitation on issuer’s liability

135 (1) Except as otherwise provided in any applicable law relating to the collection of taxes, an issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security if

(a) the necessary endorsements were on or with the security; and

(b) the issuer had no duty to inquire into adverse claims or had discharged any such duty.

 

Recherche des oppositions

133 L’émetteur qui n’est pas réputé avoir eu connaissance de l’existence d’une opposition soit par un document obtenu en vertu de l’article 131, soit sous le régime du paragraphe 132(1), et auquel est présentée pour inscription une valeur mobilière endossée par une personne compétente, n’est pas tenu de s’enquérir de l’existence d’oppositions; plus particulièrement l’émetteur :

a) qui procède à l’inscription d’une valeur au nom d’un représentant ou d’une personne désignée comme tel n’est pas tenu de s’informer de l’existence, de l’étendue ni de la nature exacte du statut de représentant et peut estimer que le détenteur nouvellement inscrit demeure représentant, tant qu’il n’a pas reçu d’avis écrit à l’effet contraire;

b) qui procède à l’inscription d’un transfert après endossement par un représentant n’est pas tenu de s’informer pour savoir si ce transfert a été effectué conformément au document ou à la loi régissant le statut du représentant;

c) est réputé ignorer le contenu d’un dossier judiciaire ou d’un document enregistré, même dans les cas où ceux-ci se trouvent en sa possession et où le transfert est effectué après endossement par un représentant, au profit de ce dernier ou à la personne qu’il désigne.

Durée de validité de l’avis

134 Sauf renouvellement par écrit, l’avis écrit d’une opposition n’est valide que pendant douze mois à compter de sa date de réception par l’émetteur.

Limites de responsabilité

135 (1) Sauf disposition contraire de toute loi fiscale applicable, l’émetteur n’est pas responsable du préjudice que cause, notamment au propriétaire de la valeur mobilière, l’inscription du transfert, si, à la fois :

a) la valeur est assortie des endossements requis;

b) il n’est pas tenu de s’enquérir de l’existence d’oppositions ou s’est acquitté de cette obligation.

 

 

Current to February 11, 2020

   75    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 135-136

  

Articles 135-136

 

Duty of issuer on default

(2) If an issuer has registered a transfer of a security to a person not entitled to it, the issuer shall on demand deliver a like security to the owner unless

(a) the issuer is not liable by virtue of subsection (1);

(b) the owner is precluded by subsection 136(1) from asserting any claim; or

(c) the delivery would result in over-issue in respect of which section 100 applies.

Lost or stolen security

136 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of the owner’s adverse claim within a reasonable time after the owner knows of the loss, destruction or taking, then, if the issuer has registered a transfer of the security before receiving the notice, the owner is precluded from asserting against the issuer any claim to a new security.

Duty to issue new security

(2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner

(a) so requests before the issuer has notice that the security has been acquired by a bona fide purchaser;

(b) provides the issuer with a sufficient indemnity bond; and

(c) satisfies any other reasonable requirements imposed by the issuer.

Duty to register transfer

(3) If, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in over-issue in respect of which section 100 applies.

Right of issuer to recover

(4) In addition to the rights that an issuer has by reason of an indemnity bond, the issuer may recover the new security issued under subsection (2) from the person to whom it was issued or any person taking under that person other than a bona fide purchaser.

Faute de l’émetteur

(2) L’émetteur qui fait inscrire à tort le transfert d’une valeur mobilière doit, sur demande, livrer une valeur mobilière semblable au propriétaire, sauf si, selon le cas :

a) le paragraphe (1) s’applique;

b) le paragraphe 136(1) empêche le propriétaire de faire valoir ses droits;

c) la livraison entraîne une émission excédentaire régie par l’article 100.

Avis de perte ou vol

136 (1) Le propriétaire d’un titre qui omet d’aviser par écrit l’émetteur de son opposition dans un délai raisonnable après avoir pris connaissance de la perte, de la destruction apparente ou du vol du titre ne peut faire valoir contre l’émetteur, si celui-ci a déjà procédé à l’inscription du transfert, son droit d’obtenir un nouveau titre.

Émission d’un nouveau titre

(2) L’émetteur doit émettre un nouveau titre au profit du propriétaire qui fait une déclaration de perte, destruction ou vol dès lors que ce dernier :

a) lui en fait la demande avant qu’il n’ait eu connaissance de l’acquisition de cette valeur par un acheteur de bonne foi;

b) lui fournit un cautionnement suffisant;

c) satisfait aux autres exigences raisonnables qu’il lui impose.

Inscription du transfert

(3) Si après l’émission du nouveau titre, l’acheteur de bonne foi de la valeur initiale la présente pour inscription du transfert, l’émetteur doit y procéder, sauf s’il en résulte une émission excédentaire à laquelle s’appliquent les dispositions de l’article 100.

Droit de recouvrement

(4) Outre les droits résultant d’un cautionnement, l’émetteur peut recouvrer le nouveau titre des mains de la personne au profit de laquelle il a été émis ou de toute personne qui l’a reçu de celle-ci, à l’exception d’un acheteur de bonne foi.

 

 

Current to February 11, 2020

   76    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART V Capital Structure

  

PARTIE V Structure du capital

Security Certificates and Transfers

  

Certificats de valeurs mobilières et transferts

Sections 137-139

  

Articles 137-139

 

Authenticating agent’s duty

137 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

(a) a duty to the issuer to exercise good faith and reasonable diligence; and

(b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.

Notice to agent

138 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent.

 

Droits et obligations des mandataires

137 Les personnes chargées par l’émetteur de certifier l’authenticité des valeurs mobilières, notamment les fiduciaires et les agents d’inscription ou de transfert, ont, lors de l’émission, de l’inscription du transfert ou de l’annulation d’une valeur mobilière de l’émetteur :

a) l’obligation envers lui d’agir de bonne foi et avec une diligence raisonnable;

b) les mêmes obligations envers le détenteur ou le propriétaire de la valeur et les mêmes droits, privilèges et immunités que l’émetteur.

Avis au mandataire

138 L’avis adressé à l’une des personnes visées à l’article 137 vaut dans la même mesure pour l’émetteur.

 

PART VI

Corporate Governance

Shareholders

Place of meetings

139 (1) Meetings of shareholders of a company shall be held at the place within Canada provided for in the by-laws of the company or, in the absence of any such provision, at the place within Canada that the directors determine.

Participation by electronic means

(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.

Regulations

(3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

1991, c. 45, s. 139; 2005, c. 54, s. 381.

PARTIE VI

Administration de la société

Actionnaires

Lieu des assemblées

139 (1) Les assemblées d’actionnaires se tiennent au Canada, au lieu que prévoient les règlements administratifs ou, à défaut, que choisissent les administrateurs.

Participation aux assemblées par moyen de communication électronique

(2) Sauf disposition contraire des règlements administratifs, toute personne qui a le droit d’assister à une assemblée d’actionnaires peut y participer par moyen de communication — téléphonique, électronique ou autre — permettant à tous les participants de communiquer adéquatement entre eux et mis à leur disposition par la société. Elle est alors réputée, pour l’application de la présente loi, avoir assisté à l’assemblée.

Règlements

(3) Le gouverneur en conseil peut prendre des règlements concernant la façon de participer aux assemblées par tout moyen de communication — téléphonique, électronique ou autre — permettant à tous les participants de communiquer entre eux ainsi que les exigences à respecter dans le cadre de cette participation.

1991, ch. 45, art. 139; 2005, ch. 54, art. 381.

 

 

Current to February 11, 2020

   77    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Section 140

  

Article 140

 

Calling meetings

140 (1) The directors of a company

(a) shall, after the meeting called pursuant to subsection 50(1), call the first annual meeting of shareholders of the company, which meeting must be held not later than six months after the end of the first financial year of the company, and subsequently call an annual meeting of shareholders, which meeting must be held not later than six months after the end of each financial year; and

(b) may at any time call a special meeting of shareholders.

Convocation des assemblées

140 (1) Le conseil d’administration convoque les assemblées annuelles, lesquelles doivent se tenir dans les six mois qui suivent la fin de chaque exercice; il peut aussi à tout moment convoquer une assemblée extraordinaire.

 

Order to delay calling annual meeting

(2) Despite subsection (1), the company may apply to the court for an order extending the time for calling an annual meeting.

Obligation to notify Superintendent

(3) The company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.

Superintendent’s right to appear

(4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.

Authority to fix record date

(5) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to

(a) receive payment of a dividend;

(b) participate in a liquidation distribution;

(c) receive notice of a meeting of shareholders; or

(d) vote at a meeting of shareholders.

Prorogation de délai

(2) Malgré le paragraphe (1), la société peut demander au tribunal d’ordonner la prorogation du délai prévu pour convoquer l’assemblée annuelle.

Avis au surintendant

(3) Elle en avise le surintendant par écrit avant l’audition de la demande et, s’il y a lieu, lui envoie une copie de l’ordonnance du tribunal.

Comparution du surintendant

(4) Le surintendant peut comparaître en personne ou par ministère d’avocat lors de l’audition de la demande.

Date de référence

(5) Les administrateurs peuvent fixer d’avance une date ultime d’inscription, ci-après appelée « date de référence », laquelle est comprise dans le délai réglementaire, pour déterminer les actionnaires ayant tout droit ou ayant qualité à toute fin, notamment ceux qui, selon le cas :

a) ont le droit de recevoir les dividendes;

b) ont le droit de participer au partage consécutif à la liquidation;

c) ont le droit de recevoir avis d’une assemblée;

d) sont habiles à voter lors d’une assemblée.

 

Determination of record date

(6) If no record date is fixed,

(a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is

Absence de fixation de date de référence

(6) Faute d’avoir été ainsi fixée, la date de référence correspond, selon le cas :

a) en ce qui concerne les actionnaires ayant le droit de recevoir avis d’une assemblée :

 

 

Current to February 11, 2020

   78    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 140-141

  

Articles 140-141

 

(i) at the close of business on the day immediately preceding the day on which the notice is given, or

(ii) if no notice is given, the day on which the meeting is held; and

(b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

Notice of record date

(7) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

(a) advertisement in a newspaper in general circulation in the place where the company’s head office is situated and in each place in Canada where the company has a transfer agent or where a transfer of its shares may be recorded; and

(b) written notice to each stock exchange in Canada on which the company’s shares are listed for trading.

1991, c. 45, s. 140; 2005, c. 54, s. 382.

Notice of meeting

141 (1) Notice of the time and place of a meeting of shareholders of a company shall be sent within the prescribed period to

(a) each shareholder entitled to vote at the meeting;

(b) each director;

(c) the auditor of the company; and

(d) the Superintendent.

Exception

(1.01) In the case of a company that is not a distributing company, notice may be sent within any shorter period specified in its by-laws.

Publication in newspaper

(2) In addition to the notice required under subsection (1), where any class of shares of a company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of a meeting of shareholders shall

(i) au jour précédant celui où cet avis est donné, à l’heure de fermeture des bureaux,

(ii) en l’absence d’avis, au jour de l’assemblée;

b) en ce qui concerne les actionnaires ayant qualité à toute autre fin, sauf en ce qui concerne le droit de vote, à la date d’adoption de la résolution à ce sujet par les administrateurs, à l’heure de fermeture des bureaux.

Cas où la date de référence est fixée

(7) Avis qu’une date de référence a été fixée est donné dans le délai réglementaire et de la manière prévue ci-après à moins que chacun des détenteurs d’actions de la catégorie ou série en cause dont le nom figure au registre des valeurs mobilières au moment de la fermeture des bureaux de la société le jour où la date de référence est fixée par les administrateurs renonce par écrit à cet avis :

a) d’une part, par insertion dans un journal à grand tirage paraissant au lieu du siège de la société et en chaque lieu au Canada où la société a un agent de transfert ou où il est possible d’inscrire tout transfert de ses actions;

b) d’autre part, par écrit, à chaque bourse de valeurs mobilières du Canada où les actions de la société sont cotées.

1991, ch. 45, art. 140; 2005, ch. 54, art. 382.

Avis des assemblées

141 (1) Avis des date, heure et lieu de l’assemblée doit être envoyé dans le délai réglementaire :

a) à chaque actionnaire habile à y voter;

b) à chaque administrateur;

c) au vérificateur;

d) au surintendant.

Exception

(1.01) Toutefois, dans le cas d’une société n’ayant pas fait appel au public, l’avis peut être envoyé dans le délai plus court prévu par ses règlements administratifs.

Publication dans un journal

(2) Dans le cas où une catégorie quelconque d’actions de la société est cotée dans une bourse de valeurs mobilières reconnue au Canada, avis des date, heure et lieu de l’assemblée doit également être publié une fois par

 

 

Current to February 11, 2020

   79    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 141-144

  

Articles 141-144

 

be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the head office of the company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded.

1991, c. 45, s. 141; 2005, c. 54, s. 383.

semaine pendant au moins quatre semaines consécutives avant sa tenue dans un journal à grand tirage au lieu du siège de la société et en chaque lieu au Canada où soit elle a un agent de transfert, soit il est possible d’inscrire tout transfert de ses actions.

1991, ch. 45, art. 141; 2005, ch. 54, art. 383.

 

Notice not required

142 (1) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the company or the company’s transfer agent on the record date fixed under paragraph 140(5)(c) or determined under paragraph 140(6)(a).

Effect of default

(2) Failure to receive a notice of a meeting of shareholders does not deprive a shareholder of the right to vote at the meeting.

1991, c. 45, s. 142; 2005, c. 54, s. 384.

Notice of adjourned meeting

143 (1) If a meeting of shareholders is adjourned for less than thirty days, it is not necessary, unless the bylaws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

Notice of continuation of meeting

(2) If a meeting of shareholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 160.04(1) does not apply.

1991, c. 45, s. 143; 1997, c. 15, s. 346.

Special business

144 (1) All matters dealt with at a special meeting of shareholders and all matters dealt with at an annual meeting of shareholders, except consideration of the financial statements, auditor’s report, election of directors, remuneration of directors and reappointment of the incumbent auditor, are deemed to be special business.

Notice of special business

(2) Notice of a meeting of shareholders at which special business is to be transacted must

(a) state the nature of the special business in sufficient detail to permit a shareholder to form a reasoned judgment thereon; and

Exception

142 (1) Il n’est pas nécessaire d’envoyer l’avis aux actionnaires non inscrits sur les registres de la société ou de son agent de transfert à la date de référence fixée au titre de l’alinéa 140(5)c) ou prévue à l’alinéa 140(6)a).

Conséquence du défaut

(2) Le défaut d’avis ne prive pas l’actionnaire de son droit de vote.

1991, ch. 45, art. 142; 2005, ch. 54, art. 384.

Ajournement

143 (1) Sauf disposition contraire des règlements administratifs, il suffit, pour donner avis de tout ajournement de moins de trente jours d’une assemblée, d’en faire l’annonce lors de l’assemblée en question.

Avis

(2) En cas d’ajournement, en une ou plusieurs fois, pour au moins trente jours, avis de la reprise de l’assemblée doit être donné comme pour une nouvelle assemblée; cependant le paragraphe 160.04(1) ne s’applique que lorsque l’ajournement excède quatre-vingt-dix jours.

1991, ch. 45, art. 143; 1997, ch. 15, art. 346.

Questions particulières

144 (1) Tous les points de l’ordre du jour des assemblées extraordinaires et annuelles sont réputés être des questions particulières; font exception à cette règle l’examen des états financiers et du rapport du vérificateur, le renouvellement de son mandat et l’élection et la rémunération des administrateurs, lors des assemblées annuelles.

Avis

(2) L’avis de l’assemblée à l’ordre du jour de laquelle figurent des questions particulières, doit, d’une part, préciser leur nature, avec suffisamment de détails pour permettre aux actionnaires de se former un jugement éclairé, d’autre part, reproduire le texte de toute résolution extraordinaire présentée à l’assemblée.

 

 

Current to February 11, 2020

   80    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 144-146

  

Articles 144-146

 

(b) contain the text of any special resolution to be submitted to the meeting.

 

Waiver of notice

145 (1) A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders.

Idem

(2) Attendance at a meeting of shareholders is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

1991, c. 45, s. 145; 2001, c. 9, s. 495(F).

Proposals

146 (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that may be voted at an annual meeting of shareholders may

(a) submit to the company notice of any matter that they propose to raise at the meeting (in this section and section 147 referred to as a “proposal”); and

(b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal.

 

Eligibility to submit proposal

(1.1) To be eligible to submit a proposal a person shall

(a) for at least the prescribed period be the registered holder or beneficial owner of at least the prescribed number of the company’s outstanding shares; or

(b) have the support of persons who, in the aggregate and including or not including the person who submits the proposal, have for at least the prescribed period been the registered holders or beneficial owners of at least the prescribed number of the company’s outstanding shares.

Information to be provided

(1.2) A proposal is to be accompanied by the following information:

(a) the name and address of the person submitting the proposal and the names and addresses of their supporters, if any; and

 

Renonciation à l’avis

145 (1) Les personnes habiles à assister à une assemblée, notamment les actionnaires, peuvent toujours, de quelque façon que ce soit, renoncer à l’avis de convocation.

Renonciation à l’avis

(2) La présence à l’assemblée équivaut à une renonciation de l’avis de convocation, sauf lorsque la personne y assiste spécialement pour s’opposer aux délibérations au motif que l’assemblée n’est pas régulièrement convoquée.

1991, ch. 45, art. 145; 2001, ch. 9, art. 495(F).

Propositions

146 (1) Sous réserve des paragraphes (1.1) et (1.2), le détenteur inscrit ou le véritable propriétaire d’actions qui confèrent le droit de vote à une assemblée annuelle peut :

a) donner avis à la société des questions qu’il se propose de soulever à l’assemblée, cet avis étant appelé « proposition » au présent article et à l’article 147;

b) discuter, au cours de l’assemblée, de toute question qui aurait pu faire l’objet d’une proposition de sa part.

Soumission des propositions

(1.1) Pour soumettre une proposition, une personne doit :

a) soit avoir été, pendant au moins la durée réglementaire, le détenteur inscrit ou le véritable propriétaire d’au moins le nombre réglementaire d’actions en circulation de la société;

b) soit avoir l’appui de personnes qui, pendant au moins la durée réglementaire, collectivement et avec ou sans elle, ont été les détenteurs inscrits ou les véritables propriétaires d’au moins le nombre réglementaire d’actions en circulation de la société.

 

Renseignements à fournir

(1.2) La proposition est accompagnée des renseignements suivants :

a) les nom et adresse de son auteur et des personnes qui l’appuient, s’il y a lieu;

b) le nombre d’actions dont celui-ci et les personnes qui l’appuient, s’il y a lieu, sont les détenteurs inscrits

 

 

Current to February 11, 2020

   81    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Section 146    Article 146

 

(b) the number of shares held or owned by the person and their supporters, if any, and the date that the shares were acquired.

ou les véritables propriétaires ainsi que leur date d’acquisition.

 

Information not part of proposal

(1.3) The information provided under subsection (1.2) does not form part of a proposal or of the supporting statement referred to in subsection (3) and is not to be included for the purpose of the prescribed maximum number of words referred to in subsection (3).

Proof may be required

(1.4) If the company requests within the prescribed period that a person provide proof that they are eligible to submit a proposal, the person shall within the prescribed period provide proof that they meet the requirements of subsection (1.1).

Management proxy

(2) A company that solicits proxies shall, in the management proxy circular required by subsection 160.05(1), set out any proposal of a shareholder submitted for consideration at a meeting of shareholders or attach the proposal to the management proxy circular.

Supporting statement

(3) At the request of the person who submits a proposal, the company shall set out in the management proxy circular or attach to it the person’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words.

 

Nomination of directors

(4) A proposal may include nominations for the election of directors if it is signed by one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5% of the shares of the company or

5% of the shares of a class of its shares entitled to vote at the meeting at which the proposal is to be presented.

Exemption

(5) A company is not required to comply with subsections (2) and (3) if

(a) the proposal is not submitted to the company at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders in respect of the previous annual meeting of shareholders;

 

Renseignements non comptés

(1.3) Les renseignements prévus au paragraphe (1.2) ne font pas partie de la proposition ni de l’exposé visé au paragraphe (3) et n’entrent pas dans le calcul du nombre maximal réglementaire de mots dont il est question à ce paragraphe.

Charge de la preuve

(1.4) Sur demande de la société, présentée dans le délai réglementaire, l’auteur de la proposition est tenu d’établir, dans le délai réglementaire, que les conditions prévues au paragraphe (1.1) sont remplies.

Circulaire de la direction

(2) La société qui sollicite des procurations doit faire figurer les propositions des actionnaires à soumettre à l’assemblée dans la circulaire de la direction exigée au paragraphe 160.05(1) ou les y annexer.

 

Déclaration à l’appui de la proposition

(3) À la demande de l’auteur de la proposition, la société doit faire figurer, dans la circulaire de la direction sollicitant des procurations ou en annexe, l’exposé établi par celui-ci à l’appui de sa proposition, ainsi que ses nom et adresse. L’exposé et la proposition, combinés, ne comportent pas plus de mots que le nombre maximal prévu par règlement.

 

Présentation de candidatures d’administrateurs

(4) La proposition peut faire état de candidatures en vue de l’élection des administrateurs si elle est signée par une ou plusieurs personnes détenant — à titre de détenteurs inscrits ou de véritables propriétaires — au moins cinq pour cent des actions de la société ou des actions d’une de ses catégories d’actions permettant de voter à l’assemblée à laquelle la proposition sera présentée.

Exemptions

(5) La société n’est pas tenue de se conformer aux paragraphes (2) et (3) dans les cas suivants :

a) la proposition ne lui a pas été soumise avant le délai réglementaire précédant l’expiration d’un délai d’un an à compter de la date de l’avis de convocation de la dernière assemblée annuelle qui a été envoyé aux actionnaires;

 

 

Current to February 11, 2020

   82    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 146-147    Articles 146-147

 

(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the company or its directors, officers or security holders;

(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the company;

(c) the person submitting the proposal failed within the prescribed period before the company receives their proposal to present, in person or by proxy, at a meeting of shareholders a proposal that at their request had been set out in or attached to a management proxy circular;

(d) substantially the same proposal was set out in or attached to a management proxy circular or dissident’s proxy circular relating to, and presented to shareholders at, a meeting of shareholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or

(e) the rights conferred by subsections (1) to (4) are being abused to secure publicity.

b) il apparaît nettement que la proposition a pour objet principal de faire valoir contre la société ou ses administrateurs, ses dirigeants ou les détenteurs de ses valeurs mobilières une réclamation personnelle ou d’obtenir d’eux la réparation d’un grief personnel;

b.1) il apparaît nettement que la proposition n’est pas liée de façon importante à l’activité commerciale ou aux affaires internes de la société;

c) au cours du délai réglementaire précédant la réception de sa proposition par la société, l’auteur de celle-ci ou son fondé de pouvoir a omis de présenter, à une assemblée, une proposition que la société avait fait figurer, à sa demande, dans une circulaire de la direction ou en annexe d’une telle circulaire;

d) une proposition à peu près identique figurant dans une circulaire de la direction ou d’un opposant sollicitant des procurations ou en annexe d’une telle circulaire a été présentée aux actionnaires à une assemblée tenue dans le délai réglementaire précédant la réception de la proposition et n’a pas reçu l’appui minimal prévu par les règlements;

e) il y a abus à des fins publicitaires des droits que confèrent les paragraphes (1) à (4).

 

Company may refuse to include proposal

(5.1) If a person who submits a proposal fails to continue to hold or own shares in accordance with paragraph (1.1)(a) or, as the case may be, does not continue to have the support of persons who are in the aggregate the registered holders or beneficial owners of the prescribed number of shares in accordance with paragraph (1.1)(b) until the end of the meeting, the company is not required to set out any proposal submitted by that person in or attach it to a management proxy circular for any meeting held within the prescribed period after the day of the meeting.

Immunity for proposal and statement

(6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).

1991, c. 45, s. 146; 1997, c. 15, s. 347; 2005, c. 54, s. 385.

Notice of refusal

147 (1) If a company refuses to include a proposal in a management proxy circular, it shall in writing notify the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on

Refus de prendre en compte la proposition

(5.1) Dans le cas où l’auteur de la proposition ne demeure pas le détenteur inscrit ou le véritable propriétaire des actions conformément à l’alinéa (1.1)a) ou, selon le cas, ne conserve pas le support de personnes qui sont collectivement les détenteurs inscrits ou les véritables propriétaires du nombre réglementaire d’actions conformément à l’alinéa (1.1)b), jusqu’à la fin de l’assemblée, la société peut, pendant le délai réglementaire qui suit la tenue de l’assemblée, refuser de faire figurer dans une circulaire de la direction ou en annexe toute proposition soumise par l’auteur.

Immunité

(6) La société ou ses mandataires n’engagent pas leur responsabilité en diffusant une proposition ou une déclaration en exécution des paragraphes (2) et (3).

1991, ch. 45, art. 146; 1997, ch. 15, art. 347; 2005, ch. 54, art. 385.

Avis de refus

147 (1) La société qui a l’intention de refuser de faire figurer une proposition dans la circulaire de la direction sollicitant des procurations ou en annexe en donne un avis écrit et motivé à son auteur avant l’expiration du délai réglementaire qui suit, selon le cas :

 

 

Current to February 11, 2020

   83    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 147-148    Articles 147-148

 

which it receives the proposal or, if it has requested proof under subsection 146(1.4), the day on which it receives the proof.

a) la réception par la société de la proposition;

b) la réception par la société, le cas échéant, de la preuve exigée en vertu du paragraphe 146(1.4).

 

 

Application to court

(2) On the application of a person submitting a proposal who claims to be aggrieved by a company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.

Idem

(3) A company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the company to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection 146(5) applies, may make such order as it thinks fit.

 

Notice to Superintendent

(4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.

1991, c. 45, s. 147; 2005, c. 54, s. 386.

 

List of shareholders entitled to notice

148 (1) A company shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder

(a) if a record date is fixed under paragraph 140(5)(c), no later than 10 days after that date; and

(b) if no record date is fixed, on the record date determined under paragraph 140(6)(a).

Voting list

(2) The company shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder

(a) if a record date is fixed under paragraph 140(5)(d), no later than 10 days after that date; and

(b) if no record date is fixed under paragraph 140(5)(d), no later than 10 days after a record date is fixed under paragraph 140(5)(c) or no later than the record date determined under paragraph 140(6)(a), as the case may be.

Demande au tribunal

(2) Sur demande de l’auteur de la proposition qui prétend avoir subi un préjudice par suite du refus de la société, le tribunal peut, par ordonnance, prendre toute mesure qu’il estime indiquée et notamment empêcher la tenue de l’assemblée à laquelle la proposition devait être présentée.

Demande de la société

(3) La société ou toute personne qui prétend qu’une proposition lui cause un préjudice peut demander au tribunal une ordonnance autorisant la société à ne pas la faire figurer à la circulaire de la direction sollicitant des procurations ou en annexe; le tribunal, s’il est convaincu que le paragraphe 146(5) s’applique, peut rendre en l’espèce la décision qu’il estime pertinente.

Avis au surintendant

(4) Dans les deux cas visés aux paragraphes (2) et (3), l’auteur de la demande doit en donner avis écrit au surintendant; celui-ci peut comparaître en personne ou par ministère d’avocat lors de l’audition de la demande.

1991, ch. 45, art. 147; 2005, ch. 54, art. 386.

Liste des actionnaires

148 (1) La société dresse la liste alphabétique des actionnaires qui ont le droit de recevoir avis d’une assemblée en y mentionnant le nombre d’actions détenues par chacun :

a) si la date de référence a été fixée en vertu de l’alinéa 140(5)c), dans les dix jours suivant cette date;

b) à défaut d’une telle fixation, à la date de référence prévue à l’alinéa 140(6)a).

Liste des actionnaires habiles à voter

(2) La société dresse la liste alphabétique des actionnaires habiles à voter à la date de référence en y mentionnant le nombre d’actions détenues par chacun :

a) si la date de référence a été fixée en vertu de l’alinéa 140(5)d), dans les dix jours suivant cette date;

b) si la date de référence n’a pas été fixée en vertu de l’alinéa 140(5)d), dans les dix jours suivant la date de référence fixée en vertu de l’alinéa 140(5)c) ou au plus tard à celle prévue à l’alinéa 140(6)a), selon le cas.

 

 

Current to February 11, 2020

   84    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 148-151    Articles 148-151

 

Entitlement to vote

(3) A shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.

 

Examination of list

(4) A shareholder may examine the list of shareholders

(a) during usual business hours at the head office of the company or at the place where its central securities register is maintained; and

(b) at the meeting of shareholders for which the list was prepared.

1991, c. 45, s. 148; 2001, c. 9, s. 496; 2005, c. 54, s. 387.

Quorum

149 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

Idem

(2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

Idem

(3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

One shareholder meeting

150 If a company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

One share — one vote

151 (1) Where a share of a company entitles the holder thereof to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.

Exception

(2) Notwithstanding subsection (1), a share of a former-Act company issued

Habilité à voter

(3) Les actionnaires dont le nom figure sur la liste dressée en vertu du paragraphe (2) sont habiles à exercer les droits de vote attachés aux actions figurant en regard de leur nom.

Examen de la liste

(4) Les actionnaires peuvent prendre connaissance de la liste :

a) au siège de la société ou au lieu où est tenu son registre central des valeurs mobilières, pendant les heures normales d’ouverture;

b) lors de l’assemblée pour laquelle elle a été dressée.

1991, ch. 45, art. 148; 2001, ch. 9, art. 496; 2005, ch. 54, art. 387.

Quorum

149 (1) Sauf disposition contraire des règlements administratifs, le quorum est atteint lorsque les détenteurs d’actions disposant de plus de cinquante pour cent des voix sont présents ou représentés.

 

Existence du quorum à l’ouverture

(2) Sauf disposition contraire des règlements administratifs, il suffit que le quorum soit atteint à l’ouverture de l’assemblée pour que les actionnaires puissent délibérer.

 

Ajournement

(3) À défaut de quorum à l’ouverture de l’assemblée, les actionnaires présents ne peuvent délibérer que sur son ajournement aux date, heure et lieu qu’ils fixent.

Assemblée à actionnaire unique

150 Une assemblée peut être tenue par la personne qui détient toutes les actions de la société, ou toutes les actions d’une seule catégorie ou série, ou par son fondé de pouvoir.

 

Une voix par action

151 (1) L’actionnaire dispose, lors de l’assemblée, d’une voix par action avec droit de vote.

Exception

(2) Par dérogation au paragraphe (1), les actions d’une société antérieure émises, soit avant le 28 septembre 1990 et qui conféraient chacune à leur détenteur plus d’une

 

 

Current to February 11, 2020

   85    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 151-154    Articles 151-154

 

(a) on or before September 27, 1990 that entitled the holder to more than one vote, or to a fraction of a vote, at a meeting of shareholders in respect of that share, or

(b) after September 27, 1990 pursuant to the conversion of a security of the former-Act company that was issued with such conversion privilege prior to that date

continues to entitle that holder or any subsequent holder of the share to exercise such voting rights.

voix, ou une fraction de voix seulement, à une assemblée des actionnaires, soit après le 27 septembre 1990 à la suite de la conversion d’un titre de la société antérieure émis avec ce droit de conversion avant cette date, continuent de conférer à ce détenteur et à tout détenteur subséquent les mêmes droits de vote.

 

Representative shareholder

152 (1) If an entity is a shareholder of a company, the company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders of the company.

Idem

(2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person as well as a shareholder.

Joint shareholders

153 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.

Voting by hands or ballot

154 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall take place by show of hands except when a ballot is demanded by either a shareholder or proxyholder entitled to vote at the meeting.

Ballot

(2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

Electronic voting

(3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the company makes one available.

Représentant

152 (1) La société doit permettre à toute personne physique accréditée par résolution du conseil d’administration, ou de la direction d’une entité faisant partie de ses actionnaires, de représenter l’entité à ses assemblées.

 

Pouvoirs du représentant

(2) La personne physique accréditée en vertu du paragraphe (1) peut exercer, pour le compte de l’entité qu’elle représente, tous les pouvoirs d’une personne physique et d’un actionnaire.

Coactionnaires

153 Sauf disposition contraire des règlements administratifs, si plusieurs personnes détiennent des actions conjointement, le codétenteur présent à une assemblée peut, en l’absence des autres, exercer le droit de vote attaché aux actions; au cas où plusieurs codétenteurs sont présents ou représentés par fondé de pouvoir, ils votent comme un seul actionnaire.

Vote au scrutin secret ou à main levée

154 (1) Sauf disposition contraire des règlements administratifs, le vote lors d’une assemblée se fait à main levée ou, sur demande de tout actionnaire ou fondé de pouvoir habile à voter, au scrutin secret.

 

Scrutin secret

(2) Les actionnaires ou les fondés de pouvoir peuvent demander un vote au scrutin secret avant ou après tout vote à main levée.

Vote par moyen de communication électronique

(3) Malgré le paragraphe (1) et sauf disposition contraire des règlements administratifs, le vote mentionné à ce paragraphe peut être tenu entièrement par un moyen de communication téléphonique, électronique ou autre offert par la société.

 

 

Current to February 11, 2020

   86    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 154-156    Articles 154-156

 

Voting while participating electronically

(4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders under subsection 139(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.

 

Regulations

(5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

1991, c. 45, s. 154; 2005, c. 54, s. 388.

 

Resolution in lieu of meeting

155 (1) Except where a written statement is submitted by a director under section 178 or by an auditor under subsection 326(1),

(a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and

(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.

Vote en cas de participation par moyen de communication électronique

(4) Sauf disposition contraire des règlements administratifs, toute personne participant à une assemblée des actionnaires de la manière prévue au paragraphe 139(2) et habile à y voter peut le faire par le moyen de communication téléphonique, électronique ou autre mis à sa disposition par la société à cette fin.

Règlements

(5) Le gouverneur en conseil peut prendre des règlements concernant la façon de voter par tout moyen de communication — téléphonique, électronique ou autre — lors d’une assemblée des actionnaires ainsi que les exigences à respecter dans le cadre du vote.

1991, ch. 45, art. 154; 2005, ch. 54, art. 388.

Résolution tenant lieu d’assemblée

155 (1) À l’exception de la déclaration écrite visée à l’article 178 ou au paragraphe 326(1), la résolution écrite, signée de tous les actionnaires habiles à voter en l’occurrence :

a) a la même valeur que si elle avait été adoptée lors d’une assemblée;

b) satisfait aux exigences de la présente loi concernant les assemblées, si elle porte sur toutes les questions devant légalement être examinées par celles-ci.

 

Filing resolution

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.

Evidence

(3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

1991, c. 45, s. 155; 2005, c. 54, s. 389.

Requisitioned meeting

156 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

Dépôt de la résolution

(2) Un exemplaire des résolutions visées au paragraphe (1) doit être conservé avec les procès-verbaux des assemblées.

Preuve

(3) Sauf si un vote par scrutin est demandé, l’inscription au procès-verbal de l’assemblée précisant que le président a déclaré une résolution adoptée ou rejetée fait foi, sauf preuve contraire, de ce fait, sans qu’il soit nécessaire de prouver le nombre ou la proportion des voix en faveur de cette résolution ou contre elle.

1991, ch. 45, art. 155; 2005, ch. 54, art. 389.

Demande de convocation

156 (1) Les détenteurs de cinq pour cent au moins des actions en circulation émises par la société et conférant le droit de vote à l’assemblée dont la tenue est demandée peuvent exiger des administrateurs la convocation d’une assemblée aux fins qu’ils précisent dans leur requête.

 

 

Current to February 11, 2020

   87    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 156-157    Articles 156-157

 

Form

(2) A requisition referred to in subsection (1)

(a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the company; and

(b) may consist of several documents of like form, each signed by one or more shareholders.

Forme

(2) La requête, qui doit énoncer les points à inscrire à l’ordre du jour de la future assemblée et être envoyée à chaque administrateur ainsi qu’au siège de la société, peut consister en plusieurs documents de forme analogue signés par au moins un des actionnaires.

 

Directors calling meeting

(3) On receipt of a requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless

(a) a record date has been fixed under paragraph 140(5)(c) and notice of it has been given under subsection 140(7);

(b) the directors have called a meeting of shareholders and have given notice thereof under section 141; or

(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 146(5)(b) to (e).

Shareholders’ power

(4) If the directors do not call a meeting within twenty-one days after receiving the requisition referred to in subsection (1), any shareholder who signed the requisition may call the meeting.

Procedure

(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.

Reimbursement

(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

1991, c. 45, s. 156; 2005, c. 54, s. 390.

Court may order meeting to be called

157 (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if

 

Convocation de l’assemblée par les administrateurs

(3) Dès réception de la requête, les administrateurs convoquent une assemblée pour délibérer des questions qui y sont énoncées, sauf dans l’un ou l’autre des cas suivants :

a) l’avis de la fixation d’une date de référence au titre de l’alinéa 140(5)c) a été donné conformément au paragraphe 140(7);

b) ils ont déjà convoqué une assemblée et envoyé l’avis prévu à l’article 141;

c) les questions énoncées dans la requête relèvent des cas visés aux alinéas 146(5)b) à e).

Convocation de l’assemblée par les actionnaires

(4) Faute par les administrateurs de convoquer l’assemblée dans les vingt et un jours suivant la réception de la requête, tout signataire de celle-ci peut le faire.

Procédure

(5) La procédure de convocation de l’assemblée prévue au présent article doit être, autant que possible, conforme aux règlements administratifs et à la présente loi.

Remboursement

(6) Sauf adoption par les actionnaires d’une résolution à l’effet contraire lors d’une assemblée convoquée conformément au paragraphe (4), la société rembourse aux actionnaires les dépenses entraînées par la requête, la convocation et la tenue de l’assemblée.

1991, ch. 45, art. 156; 2005, ch. 54, art. 390.

Convocation de l’assemblée par le tribunal

157 (1) S’il l’estime à propos, notamment lorsque la convocation régulière d’une assemblée ou la tenue de celle-ci conformément aux règlements administratifs et à la présente loi est pratiquement impossible, le tribunal peut, par ordonnance, à la demande d’un administrateur, d’un actionnaire habile à voter ou du surintendant,

 

 

Current to February 11, 2020

   88    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 157-159    Articles 157-159

 

(a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;

(b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or

(c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.

prévoir la convocation ou la tenue d’une assemblée conformément à ses directives.

 

 

Varying quorum

(2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

Valid meeting

(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the company duly called, held and conducted.

1991, c. 45, s. 157; 2005, c. 54, s. 391.

Court review of election

158 (1) A company or a shareholder or director of a company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the company.

Powers of court

(2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing,

(a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

(b) an order declaring the result of the disputed election or appointment;

(c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the company until a new election is held or the new appointment is made; and

(d) an order determining the voting rights of shareholders and of persons claiming to own shares.

Notice to Superintendent

159 (1) A person who makes an application under subsection 157(1) or 158(1) shall give notice of the application to the Superintendent before the hearing and shall

Modification du quorum

(2) Sans que soit limitée la portée générale du paragraphe (1), le tribunal peut, à l’occasion d’une assemblée convoquée et tenue en application du présent article, ordonner la modification ou la dispense du quorum exigé par les règlements administratifs ou la présente loi.

Validité de l’assemblée

(3) L’assemblée convoquée et tenue en application du présent article est, à toutes fins, régulière.

1991, ch. 45, art. 157; 2005, ch. 54, art. 391.

 

Révision d’une élection

158 (1) La société, ainsi que tout actionnaire ou administrateur, peut demander au tribunal de trancher tout différend relatif à l’élection ou nomination d’un administrateur ou à la nomination d’un vérificateur.

Pouvoirs du tribunal

(2) Saisi d’une telle demande, le tribunal peut, par ordonnance, prendre toute mesure qu’il estime indiquée, notamment :

a) enjoindre à l’administrateur ou au vérificateur dont l’élection ou la nomination est contestée, de s’abstenir d’agir jusqu’au règlement du litige;

b) proclamer le résultat de l’élection ou de la nomination litigieuse;

c) ordonner une nouvelle élection ou nomination en donnant des instructions pour la conduite, dans l’intervalle, de l’activité commerciale et des affaires internes de la société;

d) préciser les droits de vote des actionnaires et des personnes prétendant être propriétaires d’actions.

 

Avis au surintendant

159 (1) L’auteur de la demande prévue aux paragraphes 157(1) ou 158(1) en avise le surintendant avant l’audition

 

 

Current to February 11, 2020

   89    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Shareholders

  

Actionnaires

Sections 159-160.01    Articles 159-160.01

 

deliver a copy of the order of the court, if any, to the Superintendent.

 

Superintendent representation

(2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).

Pooling agreement

160 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.

de celle-ci et, s’il y a lieu, lui envoie une copie de l’ordonnance du tribunal.

Comparution

(2) Le surintendant peut comparaître en personne ou par ministère d’avocat à l’audition de la demande en question.

Convention de vote

160 Des actionnaires peuvent conclure entre eux une convention écrite régissant l’exercice de leur droit de vote.

 

 

Proxies

Definitions

160.01 The definitions in this section apply in this section and in sections 160.02 to 160.08.

intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes

(a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;

(b) a securities depositary;

(c) a financial institution;

(d) in respect of a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer;

(e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan that is registered under the Income Tax Act;

(f) a nominee of a person referred to in any of paragraphs (a) to (e); and

(g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security. (intermédiaire)

Procurations

Définitions

160.01 Les définitions qui suivent s’appliquent au présent article et aux articles 160.02 à 160.08.

courtier agréé [Abrogée, 2005, ch. 54, art. 392]

intermédiaire Personne détenant des valeurs mobilières pour le compte d’une autre qui n’en est pas le détenteur inscrit, notamment :

a) le courtier ou le négociant en valeurs mobilières tenu d’être enregistré pour faire le commerce des valeurs mobilières en vertu de toute loi applicable;

b) le dépositaire de valeurs mobilières;

c) toute institution financière;

d) en ce qui concerne une agence de compensation et de dépôt, le négociant en valeurs mobilières, la société de fiducie, l’association au sens de l’article 2 de la Loi sur les associations coopératives de crédit, la banque ou toute autre personne — notamment une autre agence de compensation ou de dépôt — au nom duquel ou de laquelle l’agence ou la personne qu’elle désigne détient les titres d’un émetteur;

e) le fiduciaire ou l’administrateur d’un régime enregistré d’épargne-retraite, d’un fonds de revenu de retraite ou d’un régime d’épargne-études autogérés, ou de tout autre régime d’épargne ou de placement autogéré comparable, enregistré en vertu de la Loi de l’impôt sur le revenu;

f) toute personne désignée par la personne visée à l’un des alinéas a) à e);

g) toute personne qui exerce des fonctions comparables à celles exercées par la personne visée à

 

 

Current to February 11, 2020

   90    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Proxies

  

Procurations

Sections 160.01-160.02    Articles 160.01-160.02

 

registrant [Repealed, 2005, c. 54, s. 392]

solicit or solicitation includes

(a) a request for a proxy, whether or not accompanied by or included in a form of proxy,

(b) a request to execute or not to execute a form of proxy or to revoke a proxy,

(c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

(d) the sending of a form of proxy to a shareholder under section 160.04,

but does not include

(e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,

(f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,

(g) the sending by a registrant of the documents referred to in section 160.07, or

(h) a solicitation by a person in respect of shares of which that person is the beneficial owner. (sollicitation)

 

solicitation by or on behalf of the management of a company means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the company. (sollicitation effectuée par la direction d’une société ou pour son compte)

1997, c. 15, s. 348; 2005, c. 54, s. 392.

l’un des alinéas a) à e) et qui détient une valeur mobilière nominative, à son nom ou à celui de la personne qu’elle désigne, pour le compte d’une autre personne qui n’est pas le détenteur inscrit de cette valeur mobilière. (intermediary)

sollicitation Sont assimilés à la sollicitation :

a) la demande de procuration assortie ou non d’un formulaire de procuration;

b) la demande de signature ou de non-signature du formulaire de procuration ou de révocation de procuration;

c) l’envoi d’un formulaire de procuration ou de toute communication aux actionnaires, concerté en vue de l’obtention, du refus ou de la révocation d’une procuration;

d) l’envoi d’un formulaire de procuration aux actionnaires conformément à l’article 160.04.

Ne constituent pas une sollicitation :

e) l’envoi d’un formulaire de procuration en réponse à la demande spontanément faite par un actionnaire ou pour son compte;

f) l’accomplissement d’actes d’administration ou de services professionnels pour le compte d’une personne sollicitant une procuration;

g) l’envoi par un courtier agréé des documents visés à l’article 160.07;

h) la sollicitation faite par une personne pour des actions dont elle est le véritable propriétaire. (solicit or solicitation)

sollicitation effectuée par la direction d’une société ou pour son compte Sollicitation faite par toute personne, à la suite d’une résolution ou d’instructions ou avec l’approbation du conseil d’administration ou d’un comité de celui-ci. (solicitation by or on behalf of the management of a company)

1997, ch. 15, art. 348; 2005, ch. 54, art. 392.

 

 

Appointing proxyholder

160.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

Nomination d’un fondé de pouvoir

160.02 (1) L’actionnaire habile à voter lors d’une assemblée peut, en remplissant un formulaire de procuration, nommer, parmi des personnes qui peuvent ne pas être actionnaires, un fondé de pouvoir, ainsi que plusieurs suppléants, aux fins d’assister à l’assemblée et d’y agir dans les limites prévues à la procuration.

 

 

Current to February 11, 2020

   91    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Proxies

  

Procurations

Sections 160.02-160.03    Articles 160.02-160.03

 

Execution of proxy

(2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

Limit on authority

(3) No appointment of a proxyholder provides authority for the proxyholder to act in respect of the appointment of an auditor or the election of a director unless a nominee proposed in good faith for the appointment or election is named in the form of proxy, a management proxy circular, a dissident’s proxy circular or a proposal under subsection 146(1).

Required information

(4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

Validity of proxy

(5) A proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment.

Revocation of proxy

(6) A shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so

(i) at the head office of the company at any time up to and including the last business day before the day of a meeting, or a continuation of the meeting after an adjournment, at which the proxy is to be used, or

(ii) with the chairperson of the meeting on the day of the meeting or a continuation of the meeting after an adjournment; or

(b) in any other manner permitted by law.

1997, c. 15, s. 348.

Signature du formulaire de procuration

(2) Le formulaire de procuration doit être rempli et signé par l’actionnaire ou son mandataire autorisé par écrit à cet effet.

Limitation

(3) La nomination du fondé de pouvoir ne l’autorise pas à participer à la nomination d’un vérificateur ni à l’élection d’un administrateur sauf si un candidat sérieux à ces postes est proposé dans le formulaire de procuration ou dans une circulaire émanant de la direction ou d’un opposant ou dans une proposition visée au paragraphe 146(1).

 

Renseignements à inclure

(4) Le formulaire de procuration doit préciser, en caractère gras, que l’actionnaire par lequel ou pour le compte duquel il est signé peut nommer un fondé de pouvoir autre que celui qui est désigné dans le formulaire pour assister et agir en son nom à l’assemblée visée par la procuration; il doit en outre préciser la façon dont cela se fait.

 

Validité de la procuration

(5) La procuration n’est valable que pour l’assemblée visée et toute reprise de celle-ci en cas d’ajournement.

Révocation de la procuration

(6) L’actionnaire peut révoquer la procuration :

a) en déposant un écrit signé par lui ou par son mandataire autorisé par écrit à cet effet :

(i) soit au siège de la société au plus tard le dernier jour ouvrable précédant l’assemblée en cause ou la date de reprise en cas d’ajournement,

(ii) soit auprès du président de l’assemblée à la date de son ouverture ou de sa reprise en cas d’ajournement;

b) de toute autre manière autorisée par la loi.

1997, ch. 15, art. 348.

 

 

Deposit of proxies

160.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the company

Remise des procurations

160.03 Le conseil d’administration peut, dans l’avis de convocation d’une assemblée ou de la reprise d’une assemblée en cas d’ajournement, préciser une date limite pour la remise des procurations à la société ou à son agent de transfert. La date limite ne peut être antérieure

 

 

Current to February 11, 2020

   92    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Proxies

  

Procurations

Sections 160.03-160.05    Articles 160.03-160.05

 

or its transfer agent. The time specified must not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting.

1997, c. 15, s. 348.

Mandatory solicitation

160.04 (1) Subject to subsection 143(2) and subsection (2), the management of a company shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting.

Exception

(2) The management of a company is not required to send a form of proxy under subsection (1) if the company

(a) is not a distributing company; and

(b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.

1997, c. 15, s. 348; 2005, c. 54, s. 393.

à la date de l’assemblée ou de sa reprise de plus de quarante-huit heures, non compris les samedis et les jours fériés.

1997, ch. 15, art. 348.

Sollicitation obligatoire

160.04 (1) Sous réserve du paragraphe (2) et du paragraphe 143(2), la direction de la société envoie, avec l’avis de l’assemblée des actionnaires, un formulaire de procuration en la forme réglementaire aux actionnaires qui ont le droit de recevoir l’avis.

Exception

(2) La direction de la société n’ayant pas fait appel au public et qui compte au plus cinquante actionnaires habiles à voter lors d’une assemblée, les codétenteurs d’une action étant comptés comme un seul actionnaire, n’est pas tenue d’envoyer le formulaire de procuration prévu au paragraphe (1).

1997, ch. 15, art. 348; 2005, ch. 54, art. 393.

 

 

Soliciting proxies

160.05 (1) A person shall not solicit proxies unless

(a) in the case of solicitation by or on behalf of the management of a company, a management proxy circular in prescribed form, either as an appendix to, or as a separate document accompanying, the notice of the meeting, is sent to the auditor of the company and to each shareholder whose proxy is solicited; and

(b) in the case of any other solicitation, a dissident’s proxy circular in prescribed form stating the purposes of the solicitation is sent to the auditor of the company, to each shareholder whose proxy is solicited and to the company.

Copy to Superintendent

(2) A person who sends a management proxy circular or dissident’s proxy circular shall at the same time file with the Superintendent

(a) in the case of a management proxy circular, a copy of it together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and

(b) in the case of a dissident’s proxy circular, a copy of it together with a copy of the form of proxy and any other documents for use in connection with the meeting.

Sollicitation de procuration

160.05 (1) Les procurations ne peuvent être sollicitées qu’à l’aide de circulaires envoyées en la forme réglementaire :

a) sous forme d’annexe ou de document distinct de l’avis de l’assemblée, en cas de sollicitation effectuée par la direction de la société ou pour son compte;

b) dans les autres cas, par toute personne en désaccord qui doit y mentionner l’objet de la sollicitation.

Les circulaires sont adressées au vérificateur, aux actionnaires faisant l’objet de la sollicitation et, en cas d’application de l’alinéa b), à la société.

 

Copie au surintendant

(2) La personne qui envoie une circulaire de sollicitation, soit par la direction, soit par un opposant, doit en même temps adresser au surintendant :

a) dans le premier cas, un exemplaire de la circulaire, accompagné du formulaire de procuration, de l’avis de l’assemblée et de tout autre document utile à l’assemblée;

b) dans le second cas, un exemplaire de la circulaire, accompagné du formulaire de procuration et de tout autre document utile à l’assemblée.

 

 

Current to February 11, 2020

   93    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Proxies

  

Procurations

Sections 160.05-160.06    Articles 160.05-160.06

 

Exemption by Superintendent

(3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 160.04, and the exemption may be given retroactive effect.

Reporting exemptions

(4) The Superintendent shall set out in a periodical available to the public the particulars of each exemption granted under subsection (3) together with the reasons for the exemption.

1997, c. 15, s. 348.

Attendance at meeting

160.06 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy.

Rights of proxyholder

(2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a prox-yholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of a show of hands.

Vote by show of hands

(3) Despite subsections (1) and (2) and unless a shareholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot were conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders in person or by proxy,

(a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and

(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.

1997, c. 15, s. 348; 2005, c. 54, s. 395.

Dispense par le surintendant

(3) Le surintendant peut, selon les modalités qu’il estime utiles, dispenser, même rétroactivement, toute personne intéressée qui en fait la demande des conditions imposées par le paragraphe (1) et l’article 160.04.

 

Publication des dispenses

(4) Le surintendant expose dans un périodique accessible au public les motifs et les détails de chacune des dispenses accordées en vertu du paragraphe (3).

1997, ch. 15, art. 348.

Présence à l’assemblée

160.06 (1) La personne nommée fondé de pouvoir après avoir sollicité une procuration doit assister personnellement à chaque assemblée visée, ou s’y faire représenter par son suppléant, et se conformer aux instructions de l’actionnaire qui l’a nommée.

 

Droits du fondé de pouvoir

(2) Au cours d’une assemblée, le fondé de pouvoir ou son suppléant a, en ce qui concerne la participation aux délibérations et le vote par voie de scrutin, les mêmes droits que l’actionnaire qui l’a nommé; cependant, s’il a reçu des instructions contradictoires de ses mandants, il ne peut prendre part à un vote à main levée.

 

 

Vote à main levée

(3) Malgré les paragraphes (1) et (2), à moins qu’un actionnaire ou un fondé de pouvoir n’exige la tenue d’un scrutin, lorsque le président d’une assemblée déclare qu’en cas de scrutin, l’ensemble des voix exprimées par des fondés de pouvoir ayant reçu instruction de voter contre la solution qui, à sa connaissance, sera prise par l’assemblée sur une question ou un groupe de questions sera inférieur à cinq pour cent des voix qui peuvent être exprimées au cours de ce scrutin :

a) le vote peut avoir lieu à main levée;

b) les fondés de pouvoir et les suppléants peuvent y participer.

1997, ch. 15, art. 348; 2005, ch. 54, art. 395.

 

 

Current to February 11, 2020

   94    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Proxies

  

Procurations

Section 160.07    Article 160.07

 

Duty of intermediary

160.07 (1) Shares of a company that are registered in the name of an intermediary or an intermediary’s nominee and not beneficially owned by the intermediary may not be voted unless the intermediary sends to the beneficial owner

(a) a copy of the notice of the meeting, annual statement, management proxy circular and dissident’s proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and

(b) a written request for voting instructions except if the intermediary has already received written voting instructions from the beneficial owner.

When documents to be sent

(2) The intermediary shall send the documents referred to in subsection (1) without delay after they receive the documents referred to in paragraph (1)(a).

Restriction on voting

(3) An intermediary or a proxyholder appointed by them may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or their nominee unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.

Copies

(4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).

Instructions to intermediary

(5) The intermediary shall vote or appoint a proxyholder to vote in accordance with any written voting instructions received from the beneficial owner.

Beneficial owner as proxyholder

(6) If a beneficial owner so requests and provides an intermediary with the appropriate documentation, the intermediary shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

Effect of intermediary’s failure to comply

(7) The failure of an intermediary to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or any action taken at the meeting.

Devoir de l’intermédiaire

160.07 (1) L’intermédiaire qui n’est pas le véritable propriétaire des actions inscrites à son nom ou à celui d’une personne désignée par lui ne peut exercer les droits de vote dont elles sont assorties que sur envoi au véritable propriétaire :

a) d’un exemplaire de l’avis de l’assemblée, du rapport annuel, des circulaires de procuration émanant de la direction ou d’un opposant et de tous les autres documents, à l’exception du formulaire de procuration, envoyés par toute personne ou pour son compte, aux actionnaires en vue de l’assemblée;

b) d’une demande écrite d’instructions de vote s’il n’en a pas déjà reçu du véritable propriétaire.

 

Moment où les documents doivent être envoyés

(2) L’intermédiaire envoie sans délai les documents visés au paragraphe (1) après avoir reçu ceux visés à l’alinéa (1)a).

 

Restrictions relatives au vote

(3) L’intermédiaire, ou le fondé de pouvoir qu’il nomme, qui n’est pas le véritable propriétaire des actions inscrites à son nom ou à celui de la personne qu’il désigne ne peut exercer les droits de vote dont elles sont assorties s’il n’a pas reçu du véritable propriétaire des instructions écrites relatives au vote.

 

Exemplaires

(4) Le sollicitant ou la personne mandatée à cet effet fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Instructions à l’intermédiaire

(5) Les droits de vote sont exercés par l’intermédiaire ou le fondé de pouvoir qu’il nomme à cette fin selon les instructions écrites du véritable propriétaire.

Véritable propriétaire nommé fondé de pouvoir

(6) Sur demande du véritable propriétaire accompagnée des documents appropriés, l’intermédiaire choisit ce dernier — ou la personne désignée par lui — à titre de fondé de pouvoir.

Validité

(7) L’inobservation de l’un des paragraphes (1) à (6) par l’intermédiaire n’annule ni l’assemblée ni les mesures qui y sont prises.

 

 

Current to February 11, 2020

   95    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Proxies

  

Procurations

Sections 160.07-161    Articles 160.07-161

 

Intermediary may not vote

(8) Nothing in this Part gives an intermediary the right to vote shares that they are otherwise prohibited from voting.

1997, c. 15, s. 348; 2005, c. 54, s. 396.

Exemption

160.071 The Governor in Council may make regulations respecting the conditions under which a company is exempt from any of the requirements of sections 160.02 to

160.07.

2005, c. 54, s. 396.

Restraining order

160.08 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit, including

(a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident’s proxy circular relates;

(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and

(c) an order adjourning the meeting.

Notice of application

(2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give notice of the application to the Superintendent and the Superintendent is entitled to appear and to be heard in person or by counsel.

1997, c. 15, s. 348.

Limitation

(8) La présente partie ne confère nullement à l’intermédiaire les droits de vote qui lui sont par ailleurs refusés.

1997, ch. 15, art. 348; 2005, ch. 54, art. 396.

Exemption réglementaire

160.071 Le gouverneur en conseil peut prendre des règlements concernant les conditions que doit remplir une société afin d’être soustraite à l’application de toute exigence énoncée aux articles 160.02 à 160.07.

2005, ch. 54, art. 396.

 

Ordonnance

160.08 (1) En cas de faux renseignements sur un fait important — ou d’omission d’un tel fait dont la divulgation était requise ou nécessaire pour éviter que la déclaration ne soit trompeuse eu égard aux circonstances — dans un formulaire de procuration ou dans une circulaire émanant de la direction ou d’un opposant, le tribunal peut, à la demande de tout intéressé ou du surintendant, prendre par ordonnance toute mesure qu’il juge utile, notamment pour :

a) interdire la sollicitation ou la tenue de l’assemblée ou empêcher qui que ce soit de donner suite aux résolutions adoptées à l’assemblée en cause;

b) exiger la correction des documents en cause et prévoir une nouvelle sollicitation;

c) ajourner l’assemblée.

 

Avis au surintendant

(2) L’intéressé auteur de la demande doit en aviser le surintendant; celui-ci peut comparaître en personne ou par ministère d’avocat.

1997, ch. 15, art. 348.

 

 

Directors and Officers

Duties

Duty to manage

161 (1) Subject to this Act, the directors of a company shall manage or supervise the management of the business and affairs of the company.

Administrateurs et dirigeants

Obligations

Obligation de gérer

161 (1) Sous réserve des autres dispositions de la présente loi, les administrateurs dirigent l’activité commerciale et les affaires internes de la société ou en surveillent la gestion.

 

 

Current to February 11, 2020

   96    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Duties

  

Obligations

Sections 161-162    Articles 161-162

 

Specific duties

(2) Without limiting the generality of subsection (1), the directors of a company shall

(a) establish an audit committee to perform the duties referred to in subsections 198(3) and (4);

(b) establish a conduct review committee to perform the duties referred to in subsection 199(3);

(c) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information;

(d) designate a committee of the board of directors to monitor the procedures referred to in paragraph (c);

(e) establish procedures to provide disclosure of information to customers of the company that is required to be disclosed by this Act and for dealing with complaints as required by subsection 441(1);

(f) designate a committee of the board of directors to monitor the procedures referred to in paragraph (e) and satisfy itself that they are being adhered to by the company; and

(g) establish investment and lending policies, standards and procedures in accordance with section 450.

Obligations précises

(2) Les administrateurs doivent en particulier :

a) constituer un comité de vérification chargé des fonctions décrites aux paragraphes 198(3) et (4);

b) constituer un comité de révision chargé des fonctions décrites au paragraphe 199(3);

c) instituer des mécanismes de résolution des conflits d’intérêt, notamment des mesures pour dépister les sources potentielles de tels conflits et restreindre l’utilisation de renseignements confidentiels;

d) désigner l’un des comités du conseil d’administration pour surveiller l’application des mécanismes visés à l’alinéa c);

e) instaurer des mécanismes de communication aux clients de la société des renseignements qui doivent être divulgués aux termes de la présente loi ainsi que des procédures d’examen des réclamations de ses clients qui doivent être instituées aux termes du paragraphe 441(1);

f) désigner l’un des comités du conseil d’administration pour surveiller l’application des mécanismes et procédures visés à l’alinéa e) et s’assurer que ces mécanismes et procédures soient respectés par la société;

g) élaborer, conformément à l’article 450, les politiques de placement et de prêt et les normes, mesures et formalités y afférentes.

 

Exception

(3) Paragraphs (2)(a) and (b) do not apply to the directors of a company if

(a) all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution described by any of paragraphs (a) to (d) of the definition “financial institution” in section 2; and

(b) the audit committee or the conduct review committee of the Canadian financial institution performs for and on behalf of the company all the functions that would otherwise be required to be performed by the audit committee or conduct review committee of the company under this Act.

1991, c. 45, s. 161; 1997, c. 15, s. 349; 2001, c. 9, s. 497(F).

Duty of care

162 (1) Every director and officer of a company in exercising any of the powers of a director or an officer and

Exceptions

(3) Les alinéas (2)a) et b) ne s’appliquent pas aux administrateurs de la société lorsque les conditions suivantes sont réunies :

a) toutes les actions avec droit de vote, à l’exception des actions d’éligibilité au conseil, sont la propriété effective d’une institution financière canadienne visée à l’un ou l’autre des alinéas a) à d) de la définition du terme « institution financière » à l’article 2;

b) le comité de vérification ou de révision de l’institution, selon le cas, exerce pour la société et en son nom, toutes les attributions qui incombent par ailleurs aux termes de la présente loi à celui de la société.

1991, ch. 45, art. 161; 1997, ch. 15, art. 349; 2001, ch. 9, art. 497(F).

 

Diligence

162 (1) Les administrateurs et les dirigeants doivent, dans l’exercice de leurs fonctions, agir :

 

 

Current to February 11, 2020

   97    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Duties

  

Obligations

Sections 162-164    Articles 162-164

 

discharging any of the duties of a director or an officer shall

(a) act honestly and in good faith with a view to the best interests of the company; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

a) avec intégrité et de bonne foi au mieux des intérêts de la société;

b) avec le soin, la diligence et la compétence dont ferait preuve, en pareilles circonstances, une personne prudente.

 

Duty to comply

(2) Every director, officer and employee of a company shall comply with this Act, the regulations, the company’s incorporating instrument and the by-laws of the company.

No exculpation

(3) No provision in any contract, in any resolution or in the by-laws of a company relieves any director, officer or employee of the company from the duty to act in accordance with this Act and the regulations or relieves a director, officer or employee from liability for a breach thereof.

Observation

(2) Les administrateurs, les dirigeants et les employés sont tenus d’observer la présente loi, ses règlements, les dispositions de l’acte constitutif et les règlements administratifs de la société.

Obligation d’observer la loi

(3) Aucune disposition d’un contrat, d’une résolution ou d’un règlement administratif ne peut libérer les administrateurs, les dirigeants ou les employés de l’obligation d’observer la présente loi et ses règlements ni des responsabilités en découlant.

 

Qualification and Number — Directors

Minimum number of directors

163 (1) A company shall have at least seven directors.

Residency requirement

(2) At least one half of the directors of a company that is a subsidiary of a foreign institution or of a prescribed holding body corporate of a foreign institution and a majority of the directors of any other company must be, at the time of each director’s election or appointment, resident Canadians.

1991, c. 45, s. 163; 2001, c. 9, s. 498; 2007, c. 6, s. 346.

Disqualified persons

164 The following persons are disqualified from being directors of a company:

(a) a person who is less than eighteen years of age;

(b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere;

(c) a person who has the status of a bankrupt;

(d) a person who is not a natural person;

Administrateurs — Nombre et qualités requises

Nombre d’administrateurs

163 (1) Le nombre minimal d’administrateurs est de sept.

Résidence

(2) Au moins la moitié des administrateurs de la société qui est la filiale soit d’une institution étrangère, soit de la société mère — visée par règlement — d’une institution étrangère et la majorité des administrateurs de toute autre société doivent, au moment de leur élection ou nomination, être des résidents canadiens.

1991, ch. 45, art. 163; 2001, ch. 9, art. 498; 2007, ch. 6, art. 346.

Incapacité d’exercice

164 Ne peuvent être administrateurs les personnes :

a) âgées de moins de dix-huit ans;

b) dont les facultés mentales ont été jugées altérées par un tribunal, même étranger;

c) qui ont le statut de failli;

d) autres que les personnes physiques;

e) à qui les articles 386 ou 399 interdisent d’exercer des droits de vote attachés à des actions de la société;

 

 

Current to February 11, 2020

   98    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Qualification and Number — Directors

  

Administrateurs — Nombre et qualités requises

Sections 164-166.1    Articles 164-166.1

 

(e) a person who is prohibited by section 386 or 399 from exercising voting rights attached to shares of the company;

(f) a person who is an officer, director or full time employee of an entity that is prohibited by section 386 or 399 from exercising voting rights attached to shares of the company;

(f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of —an eligible agent within the meaning of section 374.1;

(g) [Repealed, 2013, c. 40, s. 160]

(h) a minister of Her Majesty in right of Canada or in right of a province; and

(i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof.

1991, c. 45, s. 164; 1994, c. 47, s. 203; 1997, c. 15, s. 350; 2012, c. 19, s. 326, c. 31, s. 99; 2013, c. 40, s. 160.

f) qui sont des administrateurs, dirigeants ou employés à temps plein d’une entité à laquelle les articles 386 ou 399 interdisent d’exercer des droits de vote attachés à des actions de la société;

f.1) qui sont des administrateurs, dirigeants, employés ou mandataires d’un mandataire admissible au sens de l’article 374.1 ou qui agissent au nom d’un tel mandataire;

g) [Abrogé, 2013, ch. 40, art. 160]

h) qui sont des ministres fédéraux ou provinciaux;

i) qui travaillent pour le gouvernement d’un pays étranger ou de l’une de ses subdivisions politiques ou en sont les mandataires.

1991, ch. 45, art. 164; 1994, ch. 47, art. 203; 1997, ch. 15, art. 350; 2012, ch. 19, art. 326, ch. 31, art. 99; 2013, ch. 40, art. 160.

 

 

No shareholder requirement

165 A director of a company is not required to hold shares of the company.

Affiliated person

166 The Governor in Council may make regulations specifying the circumstances under which a natural person is affiliated with a company for the purposes of this Act.

Affiliated director determination

166.1 (1) Notwithstanding section 166, the Superintendent may determine that a particular director is affiliated with a company for the purposes of this Act if, in the opinion of the Superintendent, the director has a significant or sufficient commercial, business or financial relationship with the company or with an affiliate of the company to the extent that the relationship can be construed as being material to the director and can reasonably be expected to affect the exercise of the director’s best judgment.

 

Qualité d’actionnaire non requise

165 La qualité d’actionnaire n’est pas requise pour être administrateur d’une société.

Groupe

166 Le gouverneur en conseil peut, par règlement, prévoir les cas où une personne physique fait partie du groupe d’une société pour l’application de la présente loi.

Même groupe

166.1 (1) Malgré l’article 166, le surintendant peut, lorsqu’il est d’avis qu’un certain administrateur a avec la société ou avec une entité du même groupe des liens d’affaires, commerciaux ou financiers, tels qu’ils peuvent être qualifiés d’importants pour lui et qu’ils sont probablement susceptibles d’influer sur son jugement, statuer qu’il fait partie du groupe de la société pour l’application de la présente loi.

 

Notification by Superintendent

(2) A determination by the Superintendent under subsection (1)

(a) becomes effective on the day of the next annual meeting of the shareholders unless a notice in writing by the Superintendent revoking the determination is received by the company prior to that day; and

 

Prise d’effet et révocation

(2) La décision du surintendant prend effet à la date de l’assemblée annuelle des actionnaires suivante à moins d’être révoquée par écrit avant cette date. Il peut également révoquer par un avis écrit la décision qui a déjà pris effet, auquel cas la révocation prend effet à la date de l’assemblée suivante.

1996, ch. 6, art. 117.

 

 

Current to February 11, 2020

   99    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Qualification and Number — Directors

  

Administrateurs — Nombre et qualités requises

Sections 166.1-169    Articles 166.1-169

 

(b) ceases to be in effect on the day of the next annual meeting of the shareholders after a notice in writing by the Superintendent revoking the determination is received by the company.

1996, c. 6, s. 117.

 

 

Unaffiliated directors

167 (1) At the election of directors at each annual meeting of a company and at all times until the day of the next annual meeting, no more than two thirds of the directors may be persons affiliated with the company.

Exception

(2) Subsection (1) does not apply where all the voting shares of a company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.

Determination of affiliation

(3) For the purposes of subsection (1), whether or not a person is affiliated with a company shall be determined as at the day the notice of the annual meeting is sent to shareholders pursuant to section 141 and that determination becomes effective on the day of that meeting, and a person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders.

Limit on directors

168 No more than 15 per cent of the directors of a company may, at each director’s election or appointment, be employees of the company or a subsidiary of the company, except that up to four persons who are employees of the company or a subsidiary of the company may be directors of the company if those directors constitute not more than one half of the directors of the company.

Restriction

167 (1) Ne peuvent être du groupe de la société, lors de leur élection à chaque assemblée annuelle et en tout temps jusqu’à la prochaine assemblée annuelle, plus des deux tiers des administrateurs.

Exception

(2) Le paragraphe (1) ne s’applique pas dans le cas d’une institution financière canadienne constituée sous le régime d’une loi fédérale lorsqu’elle détient la propriété effective de toutes les actions avec droit de vote de la société, à l’exception des actions d’éligibilité au conseil.

Appartenance au groupe

(3) Pour l’application du paragraphe (1), l’appartenance ou la non-appartenance d’une personne au groupe de la société est déterminée à la date d’envoi aux actionnaires de l’avis prévu à l’article 141; la personne est réputée appartenir ou non au groupe, selon le cas, jusqu’à la prochaine assemblée annuelle des actionnaires.

Restriction

168 Au plus quinze pour cent des administrateurs peuvent, au moment de leur élection ou nomination, être des employés de la société ou d’une de ses filiales; le nombre de ceux-ci peut toutefois atteindre quatre s’ils ne constituent pas ainsi plus de la moitié du nombre des administrateurs de la société.

 

Election and Tenure — Directors

Number of directors

169 (1) Subject to subsection 163(1) and sections 172 and 222, the directors of a company shall, by by-law, determine the number of directors or the minimum and maximum number of directors, but no by-law that decreases the number of directors shortens the term of an incumbent director.

Election at annual meeting

(2) A by-law made pursuant to subsection (1) that provides for a minimum and maximum number of directors

Administrateurs — Élections et fonctions

Nombre

169 (1) Sous réserve du paragraphe 163(1) et des articles 172 et 222, les administrateurs doivent, par règlement administratif, déterminer leur nombre fixe ou leur nombre minimal et maximal; toutefois, le règlement administratif qui réduit le nombre des administrateurs n’a pas pour effet de réduire la durée du mandat des administrateurs en fonction.

Élection à l’assemblée annuelle

(2) Le règlement administratif pris conformément au paragraphe (1) et déterminant le nombre minimal et

 

 

Current to February 11, 2020

   100    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Election and Tenure — Directors

  

Administrateurs — Élections et fonctions

Sections 169-170    Articles 169-170

 

 

may provide that the number of directors to be elected at any annual meeting of the shareholders be such number as is fixed by the directors prior to the annual meeting.

Election or appointment as director

169.1 The election or appointment of a person as a director is subject to the following:

(a) the person was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or

(b) the person was not present at the meeting when the election or appointment took place but

(i) consented in writing to hold office as a director before the election or appointment or within 10 days after it, or

(ii) acted as a director after the election or appointment.

2005, c. 54, s. 397.

maximal d’administrateurs peut prévoir que le nombre d’administrateurs à élire à l’assemblée annuelle est fixé au préalable par les administrateurs.

Consentement à l’élection ou à la nomination

169.1 L’élection ou la nomination d’une personne au poste d’administrateur n’a d’effet qu’aux conditions suivantes :

a) si la personne est présente à l’assemblée qui l’élit ou la nomme, elle ne refuse pas d’occuper ce poste;

b) si elle est absente, soit elle a donné par écrit son consentement à occuper ce poste avant son élection ou sa nomination ou dans les dix jours suivant l’assemblée, soit elle remplit les fonctions de ce poste après son élection ou sa nomination.

2005, ch. 54, art. 397.

 

 

Term of directors

170 (1) Except where this Act or the by-laws of a company provide for cumulative voting, a company may, by by-law, provide that the directors be elected for terms of one, two or three years.

Term of one, two or three years

(2) A director elected for a term of one, two or three years holds office until the close of the first, second or third annual meeting of shareholders, as the case may be, following the election of the director.

No stated term

(3) A director who is not elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting of shareholders following the election of the director.

Tenure of office

(4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term.

Idem

(5) If a by-law of a company provides that the directors be elected for a term of two or three years, it may also provide that the term of office of each director be for the whole of that term, or that, as nearly as may be, one half of the directors retire each year if the term is two years, and that one third of the directors retire each year if the term is three years.

Durée du mandat

170 (1) Sauf dans le cas où la présente loi ou les règlements administratifs prévoient le vote cumulatif, la société peut, par règlement administratif, prévoir que les administrateurs sont élus pour un mandat de un, deux ou trois ans.

Mandat d’un, deux ou trois ans

(2) Les administrateurs élus pour un mandat d’un, deux ou trois ans occupent respectivement leur poste jusqu’à la clôture de la première, deuxième ou troisième assemblée annuelle suivant leur élection.

Durée non déterminée

(3) Le mandat d’un administrateur élu pour une durée non expressément déterminée prend fin à la clôture de l’assemblée annuelle suivante.

Nomination des administrateurs

(4) La durée du mandat des administrateurs élus lors de la même assemblée peut varier.

Idem

(5) Lorsqu’il prévoit un mandat de deux ou trois ans, le règlement administratif peut également prévoir soit que les administrateurs occupent leur poste pour toute la durée du mandat, soit que, dans toute la mesure du possible, la moitié ou un tiers d’entre eux quitteront leur poste chaque année selon que le mandat est de deux ou trois ans.

 

 

Current to February 11, 2020

   101    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Election and Tenure —Directors

  

Administrateurs — Élections et fonctions

Sections 170-172    Articles 170-172

 

Composition requirements

(6) Where a director of a company is elected or appointed for a term of more than one year, the company shall comply with subsections 163(2) and 167(1) and section 168 at each annual meeting of shareholders during the director’s term of office as if that director were elected or appointed on that date.

Transitional

(7) Subsection (6) does not apply in respect of a former-Act company until the day of the third annual meeting of shareholders after the coming into force of this section.

Determining election of directors

171 (1) Except where this Act or the by-laws of a company provide for cumulative voting, the persons, to the number authorized to be elected, who receive the greatest number of votes at an election of directors of a company shall be the directors thereof.

Idem

(2) If, at any election of directors referred to in subsection (1), two or more persons receive an equal number of votes and there are not sufficient vacancies remaining to enable all the persons receiving an equal number of votes to be elected, the directors who receive a greater number of votes or the majority of them shall, in order to complete the full number of directors, determine which of the persons so receiving an equal number of votes are to be elected.

Exigences relatives au mandat

(6) Dans le cas où un administrateur est élu ou nommé pour un mandat de plus d’un an, la société doit se conformer aux paragraphes 163(2) et 167(1) et à l’article 168 à chaque assemblée annuelle des actionnaires pendant le mandat de l’administrateur comme s’il s’agissait de la date de son élection ou de sa nomination.

Disposition transitoire

(7) Le paragraphe (6) ne s’applique à l’égard d’une société antérieure qu’à compter de la date de la troisième assemblée annuelle de la société tenue après l’entrée en vigueur du présent article.

Élection des administrateurs

171 (1) Sauf si la présente loi ou les règlements administratifs de la société prévoient le vote cumulatif, les personnes qui reçoivent le plus grand nombre de voix lors de l’élection des administrateurs, sont élues administrateurs, jusqu’à concurrence du nombre autorisé.

Nombre égal de voix

(2) Si, lors de l’élection des administrateurs visés au paragraphe (1), deux personnes ou plus reçoivent un nombre de voix égal et qu’il n’y a pas un nombre de postes vacants suffisant pour que toutes ces personnes soient élues, les administrateurs qui ont reçu un plus grand nombre de voix ou la majorité de ceux-ci doivent, pour combler les postes vacants, déterminer lesquelles de ces personnes doivent être élues.

 

 

Cumulative voting

172 (1) Where this Act or the by-laws provide for cumulative voting,

(a) there shall be a stated number of directors fixed by by-law and not a minimum and maximum number of directors;

(b) each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all such votes in favour of one candidate or distribute them among the candidates in any manner;

(c) a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single vote;

Vote cumulatif

172 (1) Dans le cas où la présente loi ou les règlements administratifs prévoient le vote cumulatif :

a) le nombre d’administrateurs prévu doit être fixe et précisé;

b) les actionnaires habiles à élire les administrateurs disposent d’un nombre de voix, égal à celui dont sont assorties leurs actions, multiplié par le nombre d’administrateurs à élire; ils peuvent les porter sur un ou plusieurs candidats;

c) chaque poste d’administrateur fait l’objet d’un vote distinct, sauf adoption à l’unanimité d’une résolution permettant à plusieurs personnes d’être élues par un seul vote;

d) l’actionnaire qui a voté pour plus d’un candidat, sans autres précisions, est réputé avoir réparti ses voix également entre les candidats;

 

 

Current to February 11, 2020

   102    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Election and Tenure — Directors

  

Administrateurs — Élections et fonctions

Section 172    Article 172

 

(d) if a shareholder has voted for more than one candidate without specifying the distribution of the votes among the candidates, the shareholder is deemed to have distributed the votes equally among the candidates for whom the shareholder voted;

(e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled;

(f) each director ceases to hold office at the close of the next annual meeting of shareholders following the director’s election;

(g) a director may be removed from office only if the number of votes cast in favour of a motion to remove the director is greater than the product of the number of directors required by the by-laws and the number of votes cast against the motion; and

(h) the number of directors required by the by-laws may be decreased only if the number of votes cast in favour of a motion to decrease the number of directors is greater than the product of the number of directors required by the by-laws and the number of votes cast against the motion.

e) si le nombre de candidats en nomination est supérieur au nombre de postes à pourvoir, les candidats qui recueillent le plus petit nombre de voix sont éliminés jusqu’à ce que le nombre de candidats restants soit égal au nombre de postes à pourvoir;

f) le mandat de chaque administrateur prend fin à la clôture de l’assemblée annuelle suivant son élection;

g) la révocation d’un administrateur ne peut intervenir que si le nombre de voix en faveur de la motion visant la révocation dépasse le nombre de voix exprimées contre elle multiplié par le nombre fixe d’administrateurs prévu par les règlements administratifs;

h) la réduction, par motion, du nombre fixe d’administrateurs prévu par les règlements administratifs ne peut intervenir que si le nombre de voix en faveur de cette motion dépasse le nombre de voix exprimées contre elle multiplié par le nombre fixe d’administrateurs prévu par les règlements administratifs.

 

 

Mandatory cumulative voting

(2) Where the aggregate of the voting shares beneficially owned by a person and any entities controlled by the person carries more than 10 per cent of the voting rights attached to all the outstanding voting shares of a company, the directors shall be elected by cumulative voting.

Vote cumulatif obligatoire

(2) Les administrateurs doivent être élus par vote cumulatif lorsqu’une personne et les entités qu’elle contrôle détiennent la propriété effective de plus de dix pour cent de toutes les actions avec droit de vote en circulation de la société.

 

 

Exception

(3) Subsection (2) does not apply

(a) where all the voting shares of the company that are outstanding, other than directors’ qualifying shares, if any, are beneficially owned by

(i) one person,

(ii) one person and one or more entities controlled by that person,

(iii) one or more entities controlled by the same person; or

(b) in respect of a former-Act company whose shareholders are confined to entities incorporated or

Exception

(3) Le paragraphe (2) ne s’applique pas :

a) dans les cas où toutes les actions avec droit de vote en circulation de la société, à l’exception des actions d’éligibilité au conseil, sont détenues en propriété effective par :

(i) une personne,

(ii) une personne et une ou plusieurs entités qu’elle contrôle,

(iii) une ou plusieurs entités contrôlées par la même personne;

b) à la société antérieure dont les seuls actionnaires sont des entités constituées en personne morale ou formées sous le régime d’une loi fédérale ou provinciale et qui sont, de l’avis du conseil

 

 

Current to February 11, 2020

   103    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Election and Tenure — Directors

  

Administrateurs — Élections et fonctions

Sections 172-174    Articles 172-174

 

formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations.

d’administration, exploitées à titre de caisses populaires ou d’associations coopératives.

 

 

Transitional election

(4) Where this Act or the by-laws of a company provide for cumulative voting, the shareholders of the company shall,

(a) at the first annual meeting of shareholders held not earlier than ninety days following the date that cumulative voting is required under subsection (2) or provided for in the by-laws, and

(b) at each succeeding annual meeting, elect the stated number of directors to hold office until the close of the next annual meeting of shareholders following their election.

Élection transitoire

(4) Lorsque la présente loi ou les règlements administratifs prévoient le vote cumulatif, les actionnaires doivent élire le nombre requis d’administrateurs dont le mandat expire à la clôture de l’assemblée annuelle suivante :

a) d’une part, à la première assemblée annuelle tenue au plus tôt quatre-vingt-dix jours après la date à laquelle le vote cumulatif est prévu par le règlement administratif ou requis conformément au paragraphe (2);

b) d’autre part, à chaque assemblée annuelle subséquente.

 

 

Exception

(5) Nothing in this Act precludes the holders of any class or series of shares of a company from having an exclusive right to elect one or more directors.

1991, c. 45, s. 172; 1997, c. 15, s. 352; 2005, c. 54, s. 398.

Exception

(5) La présente loi n’a pas pour effet d’empêcher les détenteurs d’actions d’une catégorie ou série d’avoir le droit exclusif d’élire un ou plusieurs administrateurs.

1991, ch. 45, art. 172; 1997, ch. 15, art. 352; 2005, ch. 54, art. 398.

 

 

Re-election of directors

173 A director who has completed a term of office is, if otherwise qualified, eligible for re-election.

Renouvellement de mandat

173 L’administrateur qui a terminé son mandat peut, s’il a par ailleurs les qualités requises, recevoir un nouveau mandat.

 

 

Incomplete Elections and Director Vacancies

Void election or appointment

174 (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 163(2) or 167(1) or section 168, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.

Failure to elect minimum

(2) Where, at the close of a meeting of shareholders of a company, the shareholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a company, the purported election of directors at the meeting

Élections incomplètes et vacances d’administrateurs

Nullité de l’élection ou de la nomination

174 (1) Est nulle toute élection ou nomination d’administrateurs après laquelle la composition du conseil ne satisfait pas aux exigences des paragraphes 163(2) ou 167(1) ou de l’article 168 sauf si, dans les quarante-cinq jours qui suivent la découverte de l’inobservation, les administrateurs présentent un plan, approuvé par le surintendant, en vue de remédier au manquement.

Élection incomplète

(2) Si, à la clôture d’une assemblée des actionnaires, ceux-ci n’ont pas élu le nombre fixe ou minimal d’administrateurs requis par la présente loi ou les règlements administratifs de la société, l’élection des administrateurs est :

 

 

Current to February 11, 2020

   104    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Incomplete Elections and Director Vacancies

  

Élections incomplètes et vacances d’administrateurs

Sections 174-175    Articles 174-175

 

(a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or

(b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.

(3) and (4) [Repealed, 1997, c. 15, s. 353]

1991, c. 45, s. 174; 1997, c. 15, s. 353.

a) valide, si le nombre de ceux-ci et de ceux encore en fonction est suffisant pour former quorum;

b) nulle, dans le cas contraire.

 

(3) et (4) [Abrogés, 1997, ch. 15, art. 353]

1991, ch. 45, art. 174; 1997, ch. 15, art. 353.

 

 

Directors where elections incomplete or void

175 (1) Notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), where subsection 174(1) or (2) applies at the close of any meeting of shareholders of a company, the board of directors shall, until their successors are elected or appointed, consist solely of

(a) where paragraph 174(2)(a) applies, the directors referred to in that paragraph; or

(b) where subsection 174(1) or paragraph 174(2)(b) applies, the persons who were the incumbent directors immediately before the meeting.

Where there is no approved rectification plan

(2) Notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), where a plan to rectify the non-compliance referred to in subsection 174(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.

Directors to call meeting

(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 174(2)(a) applies, or elect a new board of directors, where subsection 174(1) or paragraph

174(2)(b) applies.

Shareholder may call meeting

(4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder.

1991, c. 45, s. 175; 1997, c. 15, s. 354.

Administrateurs en cas d’élection incomplète ou nulle

175 (1) Si, à la clôture d’une assemblée quelconque des actionnaires, les paragraphes 174(1) ou (2) s’appliquent, par dérogation aux paragraphes 170(2) et (3) et aux alinéas 172(1)f) et 176(1)a), le conseil d’administration se compose, jusqu’à l’élection ou la nomination des remplaçants :

a) dans les cas d’application de l’alinéa 174(2)a), des administrateurs mentionnés à cet alinéa;

b) dans les cas d’application du paragraphe 174(1) ou de l’alinéa 174(2)b), des administrateurs qui étaient en fonction avant l’assemblée.

Administrateurs en cas d’élection incomplète ou nulle

(2) Dans le cas où, à l’expiration du délai de quarante-cinq jours visé au paragraphe 174(1), le surintendant n’a approuvé aucun plan visant à remédier au manquement aux dispositions mentionnées à ce paragraphe, le conseil d’administration, par dérogation aux paragraphes 170(2) et (3) et aux alinéas 172(1)f) et 176(1)a), jusqu’à l’élection ou à la nomination des nouveaux administrateurs, est formé uniquement des administrateurs en fonction avant l’assemblée.

Convocation de l’assemblée par les administrateurs

(3) Le cas échéant, le conseil d’administration convoque sans délai une assemblée extraordinaire des actionnaires afin soit de pourvoir aux postes encore vacants dans les cas d’application de l’alinéa 174(2)a), soit d’élire un nouveau conseil d’administration dans les cas d’application du paragraphe 174(1) ou de l’alinéa

174(2)b).

Convocation de l’assemblée par les actionnaires

(4) Les actionnaires peuvent convoquer l’assemblée extraordinaire prévue par le paragraphe (3) si les administrateurs négligent de le faire.

1991, ch. 45, art. 175; 1997, ch. 15, art. 354.

 

 

Current to February 11, 2020

   105    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Incomplete Elections and Director Vacancies

  

Élections incomplètes et vacances d’administrateurs

Sections 176-178    Articles 176-178

 

Ceasing to hold office

176 (1) A director ceases to hold office

(a) at the close of the annual meeting at which the director’s term of office expires;

(b) when the director dies or resigns;

(c) when the director becomes disqualified under section 164 or ineligible to hold office pursuant to subsection 208(2);

(d) when the director is removed under section 177; or

(e) when the director is removed from office under section 509.1 or 509.2.

Fin du mandat

176 (1) L’administrateur cesse d’occuper son poste dans les situations suivantes :

a) à la clôture de l’assemblée annuelle à laquelle son mandat prend fin;

b) à son décès ou à sa démission;

c) dans les cas d’incapacité ou d’inéligibilité prévus respectivement à l’article 164 ou au paragraphe 208(2);

d) dans le cas de révocation prévu par l’article 177;

e) dans les cas de destitution prévus aux articles 509.1 ou 509.2.

 

 

Date of resignation

(2) The resignation of a director of a company becomes effective at the time a written resignation is sent to the company by the director or at the time specified in the resignation, whichever is later.

1991, c. 45, s. 176; 2001, c. 9, s. 500.

Removal of director

177 (1) Subject to paragraph 172(1)(g), the shareholders of a company may by resolution at a special meeting remove any director or all the directors from office.

Exception

(2) Where the holders of any class or series of shares of a company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.

Vacancy by removal

(3) Subject to paragraphs 172(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 181 or 182.

Date de la démission

(2) La démission d’un administrateur prend effet à la date de son envoi par écrit à la société ou à la date postérieure qui y est indiquée.

1991, ch. 45, art. 176; 2001, ch. 9, art. 500.

Révocation des administrateurs

177 (1) Sous réserve de l’alinéa 172(1)g), les actionnaires peuvent, par résolution votée à une assemblée extraordinaire, révoquer un, plusieurs ou tous les administrateurs.

Exception

(2) La résolution de révocation d’un administrateur ne peut toutefois être votée, s’il y a lieu, que par les actionnaires ayant le droit exclusif de l’élire.

Vacances

(3) Sous réserve des alinéas 172(1)b) à e), toute vacance découlant d’une révocation peut être comblée lors de l’assemblée qui a prononcé celle-ci ou, à défaut, conformément aux articles 181 ou 182.

 

 

Statement of director

178 (1) A director who

(a) resigns,

(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or

(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is

Déclaration de l’administrateur

178 (1) Peut, dans une déclaration écrite, exposer à la société les raisons de sa démission ou de son opposition aux mesures ou résolutions proposées l’administrateur qui :

a) soit démissionne;

b) soit apprend, notamment par avis, qu’une assemblée a été convoquée en vue de le révoquer;

 

 

Current to February 11, 2020

   106    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Incomplete Elections and Director Vacancies

  

Élections incomplètes et vacances d’administrateurs

Sections 178-181    Articles 178-181

 

to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

is entitled to submit to the company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

c) soit apprend, notamment par avis, qu’une réunion du conseil d’administration ou une assemblée d’actionnaires ont été convoquées en vue de nommer ou d’élire son remplaçant, par suite de sa démission, de sa révocation ou de l’expiration de son mandat.

 

 

Statement re disagreement

(2) Where a director resigns as a result of a disagreement with the other directors or the officers of a company, the director shall submit to the company and the Superintendent a written statement setting out the nature of the disagreement.

Circulation of statement

179 (1) A company shall without delay on receipt of a director’s statement referred to in subsection 178(1) relating to a matter referred to in paragraph 178(1)(b) or (c), or a director’s statement referred to in subsection 178(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 160.05(1).

Immunity for statement

(2) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

1991, c. 45, s. 179; 1997, c. 15, s. 355.

Déclaration en cas de désaccord

(2) L’administrateur qui démissionne en raison d’un désaccord avec les autres administrateurs ou avec les dirigeants de la société doit, dans une déclaration écrite, exposer à la société et au surintendant la nature du désaccord.

Diffusion de la déclaration

179 (1) La société envoie sans délai, au surintendant et aux actionnaires qui doivent recevoir avis des assemblées, copie de la déclaration visée au paragraphe 178(1) concernant une question mentionnée aux alinéas 178(1)b) ou c) ou de la déclaration visée au paragraphe 178(2), sauf si elle figure dans une circulaire de sollicitation de procurations envoyée par la direction conformément au paragraphe 160.05(1).

Immunité

(2) La société ou ses mandataires n’engagent pas leur responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

1991, ch. 45, art. 179; 1997, ch. 15, art. 355.

 

 

Shareholders filling vacancy

180 The by-laws of a company may provide that a vacancy among the directors is to be filled only

(a) by a vote of the shareholders; or

(b) by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

Directors filling vacancy

181 (1) Despite section 187 but subject to subsection (2) and sections 180 and 182, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.

Élection par actionnaires

180 Les règlements administratifs peuvent prévoir que les vacances au sein du conseil d’administration seront comblées uniquement à la suite d’un vote :

a) soit de tous les actionnaires;

b) soit de ceux ayant le droit exclusif de le faire.

 

Manière de combler les vacances

181 (1) Malgré l’article 187, mais sous réserve du paragraphe (2) et des articles 180 et 182, les administrateurs peuvent, s’il y a quorum, combler les vacances survenues au sein du conseil, à l’exception de celles qui résultent soit de l’omission d’élire le nombre fixe ou minimal d’administrateurs prévu par les règlements administratifs, soit d’une augmentation du nombre fixe, minimal ou maximal d’administrateurs prévu par les règlements administratifs.

 

 

Current to February 11, 2020

   107    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Incomplete Elections and Director Vacancies

  

Élections incomplètes et vacances d’administrateurs

Sections 181-183    Articles 181-183

 

Where composition fails

(2) Notwithstanding sections 180 and 187, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 163, subsection 167(1) and section 168, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.

1991, c. 45, s. 181; 2005, c. 54, s. 399.

Composition du conseil contraire à la loi

(2) Par dérogation aux articles 180 et 187 lorsque, par suite d’une vacance, le nombre des administrateurs ou la composition du conseil n’est pas conforme à l’article 163, au paragraphe 167(1) ou à l’article 168, la vacance doit être comblée sans délai par les administrateurs qui, à défaut d’un règlement administratif spécifique, seraient habilités à le faire.

1991, ch. 45, art. 181; 2005, ch. 54, art. 399.

 

 

Class vacancy

182 Notwithstanding section 187, where the holders of any class or series of shares of a company have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 180,

(a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series;

(b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 163, subsection 167(1) and section 168, the other directors may fill that vacancy; and

(c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.

1991, c. 45, s. 182; 2005, c. 54, s. 400.

Administrateurs élus pour une catégorie d’actions

182 Par dérogation à l’article 187, les vacances survenues parmi les administrateurs que les détenteurs d’une série ou d’une catégorie déterminée d’actions ont le droit exclusif d’élire peuvent, sous réserve de l’article 180, être comblées :

a) soit par les administrateurs en fonction élus par les détenteurs d’actions de cette catégorie ou série, à l’exception des vacances résultant de l’omission d’élire le nombre fixe ou minimal d’administrateurs prévu par les règlements administratifs ou résultant d’une augmentation du nombre fixe, minimal ou maximal d’administrateurs prévu par les règlements administratifs;

b) soit, si aucun de ces administrateurs n’est en fonctions et si, en raison de la vacance, le nombre d’administrateurs ou la composition du conseil d’administration n’est pas conforme à l’article 163, au paragraphe 167(1) ou à l’article 168, par les autres administrateurs en fonctions;

c) soit, si aucun de ces administrateurs n’est en fonctions et si l’alinéa b) ne s’applique pas, lors de l’assemblée que les détenteurs d’actions de cette catégorie ou série peuvent convoquer pour combler les vacances.

1991, ch. 45, art. 182; 2005, ch. 54, art. 400.

 

 

Unexpired term

183 (1) Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office.

Affiliation

(2) Notwithstanding subsection 167(3), the affiliation of a person to be elected or appointed to fill a vacancy shall be determined as at the date of the person’s election or appointment and that person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders.

Exercice du mandat

183 (1) Sauf disposition contraire des règlements administratifs, l’administrateur élu ou nommé pour combler une vacance reste en fonctions pendant la durée qui reste à courir du mandat de son prédécesseur.

Groupe

(2) Par dérogation au paragraphe 167(3), l’appartenance au groupe de la société d’une personne à élire ou nommer pour combler une vacance est déterminée à la date de son élection ou de sa nomination et la personne est réputée appartenir ou non au groupe, selon le cas, jusqu’à la prochaine réunion annuelle des actionnaires.

 

 

Current to February 11, 2020

   108    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Incomplete Elections and Director Vacancies

  

Élections incomplètes et vacances d’administrateurs

Sections 183.1-185    Articles 183.1-185

 

Additional directors

183.1 (1) The directors may appoint one or more additional directors where the by-laws of the company allow them to do so and the by-laws determine the minimum and maximum numbers of directors.

Term of office

(2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the company.

Limit on number appointed

(3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the company.

1997, c. 15, s. 356.

 

Nominations entre les assemblées annuelles

183.1 (1) Les administrateurs peuvent nommer des administrateurs supplémentaires si les règlements administratifs en prévoient la possibilité et prévoient également un nombre minimal et maximal d’administrateurs.

Mandat

(2) Le mandat d’un administrateur ainsi nommé expire au plus tard à la clôture de l’assemblée annuelle qui suit.

Limite quant au nombre

(3) Le nombre total des administrateurs ainsi nommés ne peut dépasser le tiers du nombre des administrateurs en fonction à la clôture de la dernière assemblée annuelle.

1997, ch. 15, art. 356.

 

 

Meetings of the Board

Meetings required

184 (1) The directors shall meet at least four times during each financial year.

Place for meetings

(2) The directors may meet at any place unless the by-laws provide otherwise.

Notice for meetings

(3) The notice for the meetings must be given as required by the by-laws.

1991, c. 45, s. 184; 1997, c. 15, s. 357.

Notice of meeting

185 (1) A notice of a meeting of directors shall specify each matter referred to in section 202 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.

Waiver of notice

(2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Réunions du conseil d’administration

Nombre minimal de réunions

184 (1) Les administrateurs doivent se réunir au moins quatre fois par exercice.

Lieu

(2) Les administrateurs peuvent, sauf disposition contraire des règlements administratifs, se réunir dans le lieu de leur choix.

Avis

(3) L’avis de convocation se donne conformément aux règlements administratifs.

1991, ch. 45, art. 184; 1997, ch. 15, art. 357.

Avis de la réunion

185 (1) L’avis de convocation mentionne obligatoirement les questions tombant sous le coup de l’article 202 qui seront discutées à la réunion, mais, sauf disposition contraire des règlements administratifs, n’a besoin de préciser ni l’objet ni l’ordre du jour de la réunion.

Renonciation

(2) Les administrateurs peuvent renoncer à l’avis de convocation; leur présence à la réunion équivaut à une telle renonciation, sauf lorsqu’ils y assistent spécialement pour s’opposer aux délibérations au motif que la réunion n’est pas régulièrement convoquée.

 

 

Current to February 11, 2020

   109    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Meetings of the Board

  

Réunions du conseil d’administration

Sections 185-187    Articles 185-187

 

Adjourned meeting

(3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.

Quorum

186 (1) Subject to section 187, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

Idem

(2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be

(a) a majority of the minimum number of directors required by this Act for the board of directors or a committee of directors; or

(b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the company.

Ajournement

(3) Il n’est pas nécessaire de donner avis de l’ajournement d’une réunion si les date, heure et lieu de la reprise sont annoncés lors de la réunion initiale.

Quorum

186 (1) Sous réserve de l’article 187, le nombre d’administrateurs prévu au paragraphe (2) constitue le quorum pour les réunions du conseil d’administration ou d’un comité d’administrateurs; lorsque celui-ci est atteint, les administrateurs peuvent exercer leurs pouvoirs, malgré toute vacance en leur sein.

Idem

(2) La majorité du nombre minimal d’administrateurs prévu par la présente loi pour le conseil d’administration, ou un comité d’administrateurs, ou le nombre supérieur fixé par règlement administratif, constitue le quorum.

 

 

Director continues to be present

(3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 208(1), present at any particular time during the meeting is considered to be present for the purposes of this section.

1991, c. 45, s. 186; 2005, c. 54, s. 401.

Resident Canadian majority

187 (1) The directors of a company shall not transact business at a meeting of directors unless

(a) in the case of a company that is the subsidiary of a foreign institution, at least one half of the directors present are resident Canadians; and

(b) in the case of any other company, a majority of the directors present are resident Canadians.

Exception

(2) Despite subsection (1), the directors of a company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if

 

Présence continue

(3) L’administrateur qui s’absente temporairement d’une réunion du conseil d’administration ou d’un de ses comités en conformité avec le paragraphe 208(1) est réputé être présent pour l’application du présent article.

1991, ch. 45, art. 186; 2005, ch. 54, art. 401.

Majorité de résidents canadiens

187 (1) Les administrateurs ne peuvent délibérer en conseil que si :

a) dans le cas de la filiale d’une institution étrangère, au moins la moitié des présents sont des résidents canadiens;

b) dans les autres cas, la majorité des présents sont des résidents canadiens.

 

Exception

(2) Il peut cependant y avoir dérogation au paragraphe (1), lorsque les deux conditions suivantes sont réunies :

a) parmi les administrateurs absents, un résident canadien approuve les délibérations par écrit, par communication téléphonique ou électronique ou par tout autre moyen de communication;

 

 

Current to February 11, 2020

   110    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Meetings of the Board

  

Réunions du conseil d’administration

Sections 187-188.1    Articles 187-188.1

 

(a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and

(b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.

1991, c. 45, s. 187; 2013, c. 33, s. 104.

b) la présence de cet administrateur aurait permis d’atteindre le nombre d’administrateurs requis.

1991, ch. 45, art. 187; 2013, ch. 33, art. 104.

 

 

Presence of unaffiliated director

187.1 (1) The directors of a company shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the company is present.

Exception

(2) Despite subsection (1), the directors of a company may transact business at a meeting of directors if a director who is not affiliated with the company and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.

Exception

(3) Subsection (1) does not apply if all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.

2001, c. 9, s. 501.

Electronic meeting

188 (1) Subject to the by-laws of a company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

Deemed present

(2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.

Resolution outside board meeting

188.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

Présence d’un administrateur qui n’est pas du groupe

187.1 (1) Les administrateurs ne peuvent délibérer en conseil que si au moins un administrateur qui n’est pas du groupe de la société est présent.

Exception

(2) Il peut cependant y avoir dérogation au paragraphe (1) si un administrateur absent qui n’est pas du groupe de la société approuve les délibérations par écrit, par communication téléphonique ou électronique ou par tout autre moyen de communication.

Exception

(3) Le paragraphe (1) ne s’applique pas dans le cas où une institution financière canadienne constituée sous le régime d’une loi fédérale détient la propriété effective de toutes les actions avec droit de vote de la société, à l’exception des actions d’éligibilité au conseil.

2001, ch. 9, art. 501.

Participation par téléphone

188 (1) Sous réserve des règlements administratifs, une réunion du conseil ou d’un de ses comités peut se tenir par tout moyen de communication téléphonique ou électronique ou par tout autre moyen permettant à tous les participants de communiquer adéquatement entre eux.

Présomption de présence

(2) Les administrateurs qui participent à une réunion selon les modes prévus au paragraphe (1) sont réputés, pour l’application de la présente loi, y être présents.

Résolution tenant lieu de réunion

188.1 (1) La résolution écrite, signée de tous les administrateurs habiles à voter en l’occurrence lors de la réunion, a la même valeur que si elle avait été adoptée lors de la réunion.

 

 

Current to February 11, 2020

   111    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Meetings of the Board

  

Réunions du conseil d’administration

Sections 188.1-189    Articles 188.1-189

 

Filing directors’ resolution

(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.

Resolution outside committee meeting

(3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 198(3) or a resolution of the conduct review committee in carrying out its duties under subsection 199(3), is as valid as if it had been passed at a meeting of that committee.

Filing committee resolution

(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.

Evidence

(5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

1997, c. 15, s. 358; 2005, c. 54, s. 402.

Dépôt de la résolution

(2) Un exemplaire des résolutions visées au paragraphe (1) doit être conservé avec les procès-verbaux des réunions des administrateurs.

Résolution tenant lieu de réunion d’un comité

(3) La résolution écrite, signée de tous les administrateurs habiles à voter en l’occurrence lors de la réunion d’un comité du conseil d’administration — à l’exception d’une résolution du comité de vérification ou du comité de révision dans le cadre des paragraphes 198(3) ou 199(3) — , a la même valeur que si elle avait été adoptée lors de la réunion.

Dépôt de la résolution

(4) Un exemplaire des résolutions visées au paragraphe (3) doit être conservé avec les procès-verbaux des réunions du comité du conseil d’administration.

Preuve

(5) Sauf si un vote par scrutin est demandé, l’inscription au procès-verbal de la réunion précisant que le président a déclaré une résolution adoptée ou rejetée fait foi, sauf preuve contraire, de ce fait, sans qu’il soit nécessaire de prouver le nombre ou la proportion des voix en faveur de cette résolution ou contre elle.

1997, ch. 15, art. 358; 2005, ch. 54, art. 402.

 

 

Dissent of director

189 (1) A director of a company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless

(a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;

(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

(c) the director sends the director’s dissent by registered mail or delivers it to the head office of the company immediately after the meeting is adjourned.

Loss of right to dissent

(2) A director of a company who votes for or consents to a resolution is not entitled to dissent under subsection (1).

Dissent of absent director

(3) A director of a company who is not present at a meeting at which a resolution is passed or action taken is

Désaccord

189 (1) L’administrateur présent à une réunion du conseil ou d’un comité de celui-ci est réputé avoir acquiescé à toutes les résolutions adoptées ou à toutes les mesures prises, sauf si, selon le cas :

a) son désaccord est consigné au procès-verbal ou il demande qu’il y soit consigné;

b) il a exprimé son désaccord dans un document envoyé au secrétaire de la réunion avant l’ajournement de celle-ci;

c) il exprime son désaccord dans un document qu’il remet ou envoie — par courrier recommandé — , au siège de la société, immédiatement après l’ajournement de la réunion.

Perte du droit au désaccord

(2) Le paragraphe (1) ne s’applique toutefois pas dans le cas où l’administrateur a approuvé — par vote ou acquiescement — l’adoption d’une résolution.

Désaccord d’un administrateur absent

(3) L’administrateur absent d’une réunion est réputé avoir acquiescé à toute résolution ou mesure adoptée à

 

 

Current to February 11, 2020

   112    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Meetings of the Board

  

Réunions du conseil d’administration

Sections 189-192    Articles 189-192

 

deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director

(a) causes the director’s dissent to be placed with the minutes of the meeting; or

(b) sends the director’s dissent by registered mail or delivers it to the head office of the company.

Record of attendance

190 (1) A company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.

Statement to shareholders

(2) A company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.

1991, c. 45, s. 190; 1997, c. 15, s. 359.

Meeting required by Superintendent

191 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a company to hold a meeting of directors of the company to consider the matters set out in the notice.

Attendance of Superintendent

(2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).

l’occasion de celle-ci, sauf si, dans les sept jours suivant la date où il a pris connaissance de cette résolution, il fait :

a) soit consigner son désaccord au procès-verbal de la réunion;

b) soit remettre ou envoyer — par courrier recommandé — au siège de la société le document dans lequel il exprime son désaccord.

Registre de présence

190 (1) La société doit tenir un registre de présence des administrateurs qui participent aux réunions du conseil d’administration ou de ses comités.

Envoi aux actionnaires

(2) La société joint à l’avis d’assemblée annuelle envoyé à chaque actionnaire un extrait du registre indiquant le nombre total des réunions du conseil d’administration ou de ses comités et le nombre auquel chaque administrateur a assisté au cours de l’exercice précédent.

1991, ch. 45, art. 190; 1997, ch. 15, art. 359.

Réunion convoquée par le surintendant

191 (1) Le surintendant peut, s’il l’estime nécessaire, exiger, par avis écrit, qu’une société tienne une réunion du conseil pour étudier les questions précisées dans l’avis.

Présence du surintendant

(2) Le surintendant a le droit d’assister à une telle réunion et d’y prendre la parole.

 

 

By-laws

By-laws

192 (1) Unless this Act otherwise provides, the directors of a company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the company.

Shareholder approval

(2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.

Règlements administratifs

Règlements administratifs

192 (1) Sauf disposition contraire de la présente loi, les administrateurs peuvent, par résolution, prendre, modifier ou révoquer tout règlement administratif régissant tant l’activité commerciale que les affaires internes de la société.

Approbation des actionnaires

(2) Le cas échéant, les administrateurs soumettent les mesures prises, dès l’assemblée suivante, aux actionnaires, qui peuvent, par résolution, les confirmer ou les modifier.

 

 

Current to February 11, 2020

   113    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

By-laws

  

Règlements administratifs

Sections 192-195    Articles 192-195

 

Effective date of by-law

(3) Unless this Act otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed.

Date d’effet

(3) Sauf disposition contraire de la présente loi, les mesures prennent effet à compter de la date de la résolution des administrateurs. Après confirmation ou modification par les actionnaires, elles demeurent en vigueur dans leur version initiale ou modifiée, selon le cas; elles cessent d’avoir effet en cas d’application du paragraphe (4).

 

 

Effect where no shareholder approval

(4) If a by-law, or an amendment to or a repeal of a bylaw, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders.

Idem

(4) Les mesures cessent d’avoir effet après leur rejet par les actionnaires ou, en cas d’inobservation du paragraphe (2) par les administrateurs, à compter de la date de l’assemblée des actionnaires suivante; toute résolution ultérieure des administrateurs, visant essentiellement le même but, ne peut entrer en vigueur qu’après sa confirmation ou sa modification par les actionnaires.

 

 

Shareholder proposal of by-law

193 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 146 and 147, make a proposal to make, amend or repeal a by-law.

By-laws of former-Act company

194 Subject to section 195, where a by-law of a former-Act company is in effect on the coming into force of this section, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.

By-laws re remuneration

195 (1) A by-law of a company respecting the remuneration of the directors of the company, as directors, that is in effect on the coming into force of this section ceases to have effect on the day on which the first annual meeting is held following the coming into force of this section.

Existing by-laws

(2) A by-law made by the directors of a company under section 29 of the Trust Companies Act or section 29 of the Loan Companies Act as that section read immediately before the coming into force of this section, and not confirmed by the shareholders of the company in accordance with that section on or before the coming into force of this section, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the coming into force of this section.

Proposition d’un actionnaire

193 Tout actionnaire habile à voter à une assemblée annuelle peut, conformément aux articles 146 et 147, proposer la prise, la modification ou la révocation d’un règlement administratif.

Règlements administratifs des sociétés antérieures

194 Sous réserve de l’article 195, tout règlement administratif d’une société antérieure applicable à l’entrée en vigueur du présent article continue de s’appliquer, dans la mesure où il est compatible avec la présente loi, tant qu’il n’est pas modifié ou révoqué.

Rémunération

195 (1) Tout règlement administratif relatif à la rémunération des administrateurs en tant que tels cesse d’avoir effet à compter de la date de la première assemblée annuelle qui suit l’entrée en vigueur du présent article.

Règlement administratif existant

(2) Tout règlement administratif pris par les administrateurs aux termes de l’article 29 de la Loi sur les sociétés de fiducie ou de l’article 29 de la Loi sur les sociétés de prêt, dans sa version précédant l’entrée en vigueur du présent article, et non encore confirmé par les actionnaires conformément à l’article 29 de l’une ou l’autre de ces lois à l’entrée en vigueur du présent article, demeure en vigueur, sauf incompatibilité avec la présente loi, jusqu’à la première assemblée des actionnaires qui suit.

 

 

Current to February 11, 2020

   114    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

By-laws

  

Règlements administratifs

Sections 195-198    Articles 195-198

 

Shareholder approval

(3) A by-law referred to in subsection (2) shall be submitted to the shareholders at the first meeting of shareholders following the coming into force of this section.

Existing resolutions

(4) Where the remuneration of directors of a former-Act company was, immediately prior to the coming into force of this section, fixed by a resolution of the directors, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the coming into force of this section.

Application of ss. 192(3) and (4) and 193

(5) Subsections 192(3) and (4) and section 193 apply in respect of a by-law referred to in this section as if it were a by-law made under section 192.

Deemed by-laws

196 (1) Any matter provided for in the incorporating instrument of a former-Act company on the coming into force of this section or of a body corporate continued as a company under this Act at the time of continuance that, under this Act, would be provided for in the by-laws of a company is deemed to be provided for in the by-laws of the company.

By-law prevails

(2) Where a by-law of the company made in accordance with sections 192 and 193 amends or repeals any matter referred to in subsection (1), the by-law prevails.

Committees of the Board

Committees

197 The directors of a company may appoint from their number, in addition to the committees referred to in subsection 161(2), such other committees as they deem necessary and, subject to section 202, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.

Audit committee

198 (1) The audit committee of a company shall consist of at least three directors.

Approbation des actionnaires

(3) Les règlements administratifs visés au paragraphe (2) doivent être soumis à l’approbation des actionnaires à leur première assemblée suivant l’entrée en vigueur du présent article.

Résolutions existantes

(4) En cas de fixation, avant l’entrée en vigueur du présent article, de la rémunération des administrateurs d’une société antérieure par résolution du conseil, celle-ci demeure en vigueur, sauf incompatibilité avec la présente loi, jusqu’à la première assemblée des actionnaires qui suit.

Application des paragraphes 192(3) et (4) et de l`article 193

(5) Les paragraphes 192(3) et (4) et l’article 193 s’appliquent aux règlements administratifs visés au présent article comme s’il s’agissait de règlements administratifs pris aux termes de l’article 192.

Présomption

196 (1) Les règlements administratifs de la société sont réputés prévoir les questions que, aux termes de la présente loi, ils devraient traiter et qui étaient prévues dans l’acte constitutif d’une société antérieure, à l’entrée en vigueur du présent article, ou d’une personne morale prorogée comme société en vertu de la présente loi, à la date de prorogation.

Abrogation ou modification

(2) En cas de modification ou d’abrogation de ces questions, par un règlement administratif de la société pris conformément aux articles 192 et 193, c’est ce dernier qui prévaut.

Comités du conseil d’administration

Comités

197 Outre les comités visés au paragraphe 161(2), les administrateurs peuvent, en tant que de besoin, constituer d’autres comités et, sous réserve de l’article 202, leur déléguer les pouvoirs ou fonctions qu’ils estiment appropriés.

Comité de vérification

198 (1) Le comité de vérification se compose d’au moins trois administrateurs.

 

 

Current to February 11, 2020

   115    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Committees of the Board

  

Comités du conseil d’administration

Sections 198-199    Articles 198-199

 

Membership

(2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the company and none of the members of the audit committee may be officers or employees of the company or a subsidiary of the company.

Duties of audit committee

(3) The audit committee of a company shall

(a) review the annual statement of the company before the annual statement is approved by the directors;

(b) review such returns of the company as the Superintendent may specify;

(c) require the management of the company to implement and maintain appropriate internal control procedures;

(c.1) review, evaluate and approve those procedures;

(d) review such investments and transactions that could adversely affect the well-being of the company as the auditor or any officer of the company may bring to the attention of the committee;

(e) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and

(f) meet with the chief internal auditor of the company, or the officer or employee of the company acting in a similar capacity, and with management of the company, to discuss the effectiveness of the internal control procedures established for the company.

Composition

(2) La majorité des membres du comité de vérification doit être constituée d’administrateurs qui n’appartiennent pas au groupe de la société; aucun employé ou dirigeant de la société ou d’une filiale de celle-ci ne peut être membre du comité de vérification.

Fonctions du comité

(3) Le comité de vérification a pour tâche de :

a) passer en revue le rapport annuel de la société avant son approbation par les administrateurs;

b) revoir tout relevé de la société précisé par le surintendant;

c) requérir la direction de mettre en place des mécanismes appropriés de contrôle interne;

c.1) revoir, évaluer et approuver ces mécanismes;

d) vérifier tous placements et opérations susceptibles de nuire à la bonne situation financière de la société et portés à son attention par le vérificateur ou un dirigeant;

e) rencontrer le vérificateur pour discuter du rapport annuel, des relevés ou des opérations visés au présent paragraphe;

f) rencontrer le vérificateur en chef interne ou un dirigeant ou employé de la société exerçant des fonctions analogues, ainsi que la direction de la société, pour discuter de l’efficacité des mécanismes de contrôle interne mis en place par celle-ci.

 

 

Report

(4) In the case of the annual statement and returns of a company that under this Act must be approved by the directors of the company, the audit committee of the company shall report thereon to the directors before the approval is given.

Required meeting of directors

(5) The audit committee of a company may call a meeting of the directors of the company to consider any matter of concern to the committee.

1991, c. 45, s. 198; 1997, c. 15, s. 360.

Conduct review committee

199 (1) The conduct review committee of a company shall consist of at least three directors.

Rapport

(4) Le comité fait son rapport sur le rapport annuel et les relevés avant que ceux-ci ne soient approuvés par les administrateurs conformément à la présente loi.

Réunion des administrateurs

(5) Le comité de vérification peut convoquer une réunion des administrateurs afin d’étudier les questions qui l’intéressent.

1991, ch. 45, art. 198; 1997, ch. 15, art. 360.

Comité de révision

199 (1) Le comité de révision se compose d’au moins trois administrateurs.

 

 

Current to February 11, 2020

   116    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Committees of the Board

  

Comités du conseil d’administration

Section 199    Article 199

 

Membership

(2) A majority of the members of the conduct review committee of a company must consist of directors who are not persons affiliated with the company and none of the members of the conduct review committee may be officers or employees of the company or a subsidiary of the company.

Composition

(2) La majorité des membres du comité de révision doit être constituée d’administrateurs qui n’appartiennent pas au groupe de la société; aucun employé ou dirigeant de la société ou d’une filiale de celle-ci ne peut être membre du comité de révision.

 

 

Duties of conduct review committee

(3) The conduct review committee of a company shall

(a) require the management of the company to establish procedures for complying with Part XI;

(b) review those procedures and their effectiveness in ensuring that the company is complying with Part XI;

(b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the company,

(i) establish policies for entering into transactions referred to in subsection 483.1(1), and

(ii) review transactions referred to in subsection 483.3(1); and

(c) review the practices of the company to ensure that any transactions with related parties of the company that may have a material effect on the stability or solvency of the company are identified.

Fonctions du comité

(3) Le comité de révision a pour tâche de :

a) requérir la direction de mettre en place des mécanismes visant à l’observation de la partie XI;

b) revoir ces mécanismes et leur efficacité pour le suivi de l’observation de la partie XI;

b.1) si une société de portefeuille bancaire ou une société de portefeuille d’assurances à participation multiple a un intérêt substantiel dans une catégorie d’actions de la société :

(i) établir des principes pour les opérations visées au paragraphe 483.1(1),

(ii) examiner les opérations visées au paragraphe 483.3(1);

c) revoir les pratiques de la société afin de s’assurer que les opérations effectuées avec des apparentés et susceptibles de porter atteinte à la solvabilité ou à la stabilité de cette dernière soient identifiées.

 

 

Company report to Superintendent

(4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).

Committee report to directors

(5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on matters reviewed by the committee.

Directors’ report to Superintendent

(6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3).

1991, c. 45, s. 199; 1997, c. 15, s. 361; 2001, c. 9, s. 502.

Rapport au surintendant

(4) La société fait rapport au surintendant du mandat et des responsabilités du comité de révision, ainsi que des mécanismes visés à l’alinéa (3)a).

Rapport aux administrateurs

(5) Après chaque réunion, le comité de révision fait rapport aux administrateurs des questions étudiées par ce dernier.

Rapport des administrateurs au surintendant

(6) Dans les quatre-vingt-dix jours qui suivent la fin de chaque exercice, les administrateurs de la société font rapport au surintendant des activités du comité de révision au cours de l’exercice dans le cadre des tâches prévues au paragraphe (3).

1991, ch. 45, art. 199; 1997, ch. 15, art. 361; 2001, ch. 9, art. 502.

 

 

Current to February 11, 2020

   117    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Directors and Officers — Authority

  

Mandat des administrateurs et dirigeants

Sections 200-202    Articles 200-202

 

Directors and Officers — Authority

Chief executive officer

200 (1) The directors of a company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 202, may delegate to that officer any of the powers of the directors.

Exception

(2) Subsection (1) does not apply in respect of a former-Act company whose shareholders are confined to entities incorporated or formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations.

Appointment of officers

201 (1) The directors of a company may, subject to the by-laws, designate the offices of the company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 202, to manage the business and affairs of the company.

Directors as officers

(2) Subject to section 168, a director of a company may be appointed to any office of the company.

Two or more offices

(3) Two or more offices of a company may be held by the same person.

Mandat des administrateurs et dirigeants

Premier dirigeant

200 (1) Le conseil d’administration choisit en son sein un premier dirigeant, qui doit résider habituellement au Canada et à qui, sous réserve de l’article 202, il peut déléguer ses pouvoirs.

Exception

(2) Le paragraphe (1) ne s’applique pas à la société antérieure dont les seuls actionnaires sont des personnes morales ou des entités constituées en personne morale ou formées sous le régime d’une loi fédérale ou provinciale et qui sont de l’avis du conseil d’administration, exploitées à titre de caisses populaires ou d’associations coopératives.

Nomination des dirigeants

201 (1) Les administrateurs d’une société peuvent, sous réserve des règlements administratifs, créer les postes de direction, en nommer les titulaires, préciser les fonctions de ceux-ci et leur déléguer les pouvoirs nécessaires, sous réserve de l’article 202, pour gérer l’activité commerciale et les affaires internes de la société.

Administrateurs et dirigeants

(2) Sous réserve de l’article 168, un administrateur peut être nommé à n’importe quel poste de direction.

Cumul de postes

(3) La même personne peut occuper plusieurs postes de direction.

 

 

Limits on power to delegate

202 The directors of a company may not delegate any of the following powers, namely, the power to

(a) submit to the shareholders a question or matter requiring the approval of the shareholders;

(b) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors;

(c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 65, except in accordance with any authorization made by the directors;

(d) declare a dividend;

Interdictions

202 Les administrateurs ne peuvent déléguer aucun des pouvoirs suivants :

a) soumettre à l’examen des actionnaires des questions qui requièrent l’approbation de ces derniers;

b) combler les vacances au sein du conseil d’administration ou d’un de ses comités, pourvoir le poste vacant de vérificateur ou nommer des administrateurs supplémentaires;

c) émettre ou faire émettre des valeurs mobilières, notamment des actions d’une série visée à l’article 65, sauf en conformité avec l’autorisation des administrateurs;

d) déclarer des dividendes;

 

 

Current to February 11, 2020

   118    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Directors and Officers — Authority

  

Mandat des administrateurs et dirigeants

Sections 202-205    Articles 202-205

 

(e) authorize the redemption or other acquisition by the company pursuant to section 74 of shares issued by the company;

(f) authorize the payment of a commission on a share issue;

(g) approve a management proxy circular;

(h) except as provided in this Act, approve the annual statement of the company and any other financial statements issued by the company; or

(i) adopt, amend or repeal by-laws.

1991, c. 45, s. 202; 1997, c. 15, s. 362; 2005, c. 54, s. 403.

e) autoriser l’acquisition par la société en vertu de l’article 74, notamment par rachat, des actions émises par elle;

f) autoriser le versement d’une commission sur une émission d’actions;

g) approuver les circulaires de la direction sollicitant des procurations;

h) sauf disposition contraire de la présente loi, approuver le rapport annuel ou les autres états financiers de la société;

i) prendre, modifier ou révoquer des règlements administratifs.

1991, ch. 45, art. 202; 1997, ch. 15, art. 362; 2005, ch. 54, art. 403.

 

 

Exercise of trustee powers

203 (1) Where authorized to do so by a special resolution, the directors of a company that is a trust company pursuant to subsection 57(2) may delegate, with or without the power of sub-delegation, to the chief executive officer of the company, the exercise of all or any of the powers or authorities of the company, whether discretionary or otherwise, arising out of any will, trust, deed, contract or other instrument creating a trust.

Performance by company

(2) The exercise of any power or authority referred to in subsection (1) by the chief executive officer or that officer’s delegate, if any, constitutes an exercise of the power or authority by the company.

Remuneration of directors, officers and employees

204 (1) Subject to this section and the by-laws, the directors of a company may fix the remuneration of the directors, officers and employees of the company.

By-law required

(2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution.

1991, c. 45, s. 204; 1994, c. 26, s. 74.

Validity of acts

205 (1) An act of a director or an officer of a company is valid notwithstanding a defect in the director’s qualification or an irregularity in the director’s election or in the appointment of the director or officer.

Exercice des pouvoirs de fiduciaire

203 (1) Lorsqu’une résolution extraordinaire les y autorise, les administrateurs d’une société de fiducie au sens du paragraphe 57(2) peuvent déléguer au premier dirigeant de la société, avec ou sans pouvoir de sous-délégation, l’exercice total ou partiel des pouvoirs discrétionnaires ou autres de la société pouvant découler d’un testament, d’une fiducie, d’un contrat ou de tout autre acte juridique créant une fiducie.

Exécution

(2) L’exercice de ces pouvoirs par le premier dirigeant ou son délégué s’assimile à leur exercice par la société.

Rémunération

204 (1) Sous réserve des autres dispositions du présent article et des règlements administratifs, les administrateurs peuvent fixer leur propre rémunération ainsi que celle des dirigeants et des employés de la société.

Règlement administratif obligatoire

(2) Les administrateurs ne peuvent, en tant que tels, toucher aucune rémunération tant qu’un règlement administratif, fixant le montant global qui peut leur être versé à ce titre pour une période déterminée, n’a pas été approuvé par résolution extraordinaire.

1991, ch. 45, art. 204; 1994, ch. 26, art. 74.

Validité des actes

205 (1) Les actes des administrateurs ou des dirigeants sont valides malgré l’irrégularité de leur élection ou nomination, ou leur inhabilité.

 

 

Current to February 11, 2020

   119    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Directors and Officers — Authority

  

Mandat des administrateurs et dirigeants

Sections 205-207    Articles 205-207

 

Idem

(2) An act of the board of directors of a company is valid notwithstanding a defect in the composition of the board or an irregularity in the election of the board or in the appointment of a member of the board.

Right to attend meetings

206 A director of a company is entitled to attend and to be heard at every meeting of shareholders.

Idem

(2) Les actes du conseil d’administration sont valides malgré l’irrégularité de sa composition ou de son élection ou de la nomination d’un de ses membres.

Présence aux assemblées

206 Les administrateurs ont le droit d’assister à toutes les assemblées des actionnaires et d’y prendre la parole.

 

 

Conflicts of Interest

Disclosure of interest

207 (1) A director or officer of a company shall disclose to the company, in writing or by requesting to have it entered in the minutes of a meeting of directors or a meeting of a committee of directors, the nature and extent of any interest they have in a material contract or material transaction with the company, whether entered into or proposed, if they

(a) are a party to the contract or transaction;

(b) are a director or officer of a party to the contract or transaction or a person acting in a similar capacity; or

(c) have a material interest in a party to the contract or transaction.

Conflits d’intérêts

Communication des intérêts

207 (1) L’administrateur ou le dirigeant communique par écrit à la société ou demande que soient consignées au procès-verbal d’une réunion du conseil d’administration ou d’un de ses comités la nature et l’étendue de son intérêt dans tout contrat ou opération d’importance avec elle, en cours ou projeté, dans l’un ou l’autre des cas suivants :

a) il est partie à ce contrat ou à cette opération;

b) il est l’administrateur ou le dirigeant — ou une personne qui agit en cette qualité — d’une partie à un tel contrat ou à une telle opération;

c) il possède un intérêt important dans une partie à un tel contrat ou à une telle opération.

 

 

Time of disclosure — director

(2) The disclosure shall be made in the case of a director

(a) at the meeting of directors, or of a committee of directors, at which the proposed contract or transaction is first considered;

(b) if at the time of the meeting referred to in paragraph (a) the director was not interested in the proposed contract or transaction, at the first one after they become interested in it;

(c) if the director becomes interested after a contract or transaction is entered into, at the first one after they become interested; or

(d) if a person who is interested in a contract or transaction becomes a director, at the first one after they become a director.

Time of disclosure — officer

(3) The disclosure shall be made in the case of an officer who is not a director

Moment de la communication : administrateur

(2) L’administrateur effectue la communication lors de la première réunion du conseil d’administration ou d’un de ses comités :

a) au cours de laquelle le projet de contrat ou d’opération est étudié;

b) qui suit le moment où il acquiert un intérêt dans le projet de contrat ou d’opération, s’il n’en avait pas lors de la réunion visée à l’alinéa a);

c) qui suit le moment où il acquiert un intérêt dans un contrat déjà conclu ou une opération déjà effectuée;

d) qui suit le moment où il devient administrateur, s’il le devient après l’acquisition de l’intérêt.

Moment de la communication : dirigeant

(3) Le dirigeant qui n’est pas administrateur effectue la communication immédiatement après qu’un des événements suivants se produit :

 

 

Current to February 11, 2020

   120    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Conflicts of Interest

  

Conflits d’intérêts

Sections 207-208    Articles 207-208

 

(a) immediately after they become aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors or of a committee of directors;

(b) if they become interested after the contract or transaction is entered into, immediately after they become interested; or

(c) if a person who is interested in a contract or transaction becomes an officer, immediately after they become an officer.

a) il apprend que le contrat ou l’opération, en cours ou projeté, a été ou sera examiné lors d’une réunion du conseil d’administration ou d’un de ses comités;

b) il acquiert un intérêt dans un contrat déjà conclu ou une opération déjà effectuée;

c) il devient dirigeant après avoir acquis l’intérêt.

 

 

Time of disclosure — contract not requiring approval

(4) If the material contract or material transaction, whether entered into or proposed, is one that in the ordinary course of the company’s business would not require approval by the directors or shareholders, the director or officer shall disclose to the company, in writing or by requesting to have it entered in the minutes of a meeting of directors or of a committee of directors, the nature and extent of their interest immediately after they become aware of the contract or transaction.

1991, c. 45, s. 207; 2005, c. 54, s. 404.

Director to abstain

208 (1) A director who is required to make a disclosure under subsection 207(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction

(a) relates primarily to their remuneration as a director, officer, employee or agent of the company, an entity controlled by the company or an entity in which the company has a substantial investment;

(b) is for indemnity under section 217 or insurance under section 218; or

(c) is with an affiliate of the company.

Ineligibility

(2) Any director who knowingly contravenes subsection (1) ceases to hold office as director and is not eligible, for a period of five years after the date on which the contravention occurred, for election or appointment as a director of any financial institution that is incorporated or formed by or under an Act of Parliament.

Moment de la communication

(4) L’administrateur ou le dirigeant doit, dès qu’il a connaissance d’un contrat ou d’une opération d’importance, en cours ou projeté, qui, dans le cadre de l’activité commerciale normale de la société ne requiert l’approbation ni des administrateurs ni des actionnaires, communiquer par écrit à la société ou demander que soient consignées au procès-verbal d’une réunion du conseil d’administration ou d’un de ses comités la nature et l’étendue de son intérêt dans le contrat ou l’opération.

1991, ch. 45, art. 207; 2005, ch. 54, art. 404.

Vote

208 (1) L’administrateur visé au paragraphe 207(1) s’absente de la réunion du conseil d’administration ou d’un de ses comités pendant que le contrat ou l’opération est étudié et s’abstient de voter sur la résolution présentée pour les faire approuver, sauf s’il s’agit d’un contrat ou d’une opération :

a) portant essentiellement sur sa rémunération en qualité d’administrateur, de dirigeant, d’employé ou de mandataire de la société ou d’une entité contrôlée par la société ou dans laquelle elle détient un intérêt de groupe financier;

b) portant sur l’indemnité prévue à l’article 217 ou l’assurance prévue à l’article 218;

c) conclu avec une entité du groupe de la société.

Inéligibilité

(2) L’administrateur qui, sciemment, contrevient au paragraphe (1) cesse d’occuper son poste et devient inéligible à la charge d’administrateur d’une institution financière constituée en personne morale ou formée sous le régime d’une loi fédérale pendant les cinq ans qui suivent.

 

 

Current to February 11, 2020

   121    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Conflicts of Interest

  

Conflits d’intérêts

Sections 208-210    Articles 208-210

 

Validity of acts

(3) An act of the board of directors of a company or of a committee of the board of directors is not invalid because a person acting as a director had ceased under subsection (2) to hold office as a director.

1991, c. 45, s. 208; 1997, c. 15, s. 363; 2005, c. 54, s. 405.

General notice

209 (1) For the purposes of subsection 207(1), a general notice to the directors declaring that a director or officer is to be regarded as interested for any of the following reasons in a contract or transaction entered into with a party is a sufficient declaration of interest in relation to any contract or transaction with that party:

(a) the director or officer is a director or officer of a party referred to in paragraph 207(1)(b) or (c) or a person acting in a similar capacity;

(b) the director or officer has a material interest in the party; or

(c) there has been a material change in the nature of the director’s or officer’s interest in the party.

Validité des actes de la société

(3) Les actes du conseil d’administration d’une société ou d’un comité de celui-ci ne sont pas nuls au seul motif que l’une des personnes agissant à titre d’administrateur a cessé, aux termes du paragraphe (2), d’occuper son poste.

1991, ch. 45, art. 208; 1997, ch. 15, art. 363; 2005, ch. 54, art. 405.

Avis général d’intérêt

209 (1) Pour l’application du paragraphe 207(1), constitue une communication suffisante de son intérêt dans un contrat ou une opération l’avis général que donne l’administrateur ou le dirigeant d’une société aux autres administrateurs et portant qu’il est administrateur ou dirigeant — ou qu’il agit en cette qualité — d’une partie visée aux alinéas 207(1)b) ou c), qu’il y possède un intérêt important ou qu’il y a eu un changement important de son intérêt dans celle-ci et qu’il doit être considéré comme ayant un intérêt dans tout contrat conclu avec elle ou opération effectuée avec elle.

 

 

Access to disclosures

(2) The shareholders of the company may examine the portions of any minutes of meetings of directors or committees of directors that contain disclosures under subsection 207(1), or the portions of any other documents that contain those disclosures, during the usual business hours of the company.

1991, c. 45, s. 209; 2005, c. 54, s. 406.

Avoidance standards

210 (1) A contract or transaction for which disclosure is required under subsection 207(1) is not invalid and a director or officer is not accountable to the company or its shareholders for any profit realized from it by reason only of the director’s or officer’s interest in the contract or transaction or the fact that the director was present or was counted to determine whether a quorum existed at the meeting of directors, or of a committee of directors, that considered it if

(a) the director or officer disclosed their interest in accordance with section 207 and subsection 209(1);

(b) the directors approved the contract or transaction; and

(c) the contract or transaction was reasonable and fair to the company at the time that it was approved.

Consultation

(2) Les actionnaires de la société peuvent consulter, pendant les heures normales d’ouverture de celle-ci, toute partie des procès-verbaux des réunions du conseil d’administration ou de ses comités ou de tout autre document dans lequel les intérêts d’un administrateur ou d’un dirigeant dans un contrat ou une opération sont communiqués en vertu du présent article.

1991, ch. 45, art. 209; 2005, ch. 54, art. 406.

Effet de la communication

210 (1) Le contrat ou l’opération assujetti à l’obligation de communication prévue au paragraphe 207(1) n’est pas entaché de nullité, et l’administrateur ou le dirigeant n’est pas tenu de rendre compte à la société ou ses actionnaires des bénéfices qu’il en a tirés, pour la seule raison qu’il a un intérêt dans le contrat ou l’opération ou que l’administrateur était présent à la réunion au cours de laquelle le contrat ou l’opération a été étudié ou que sa présence a permis d’en atteindre le quorum, si les conditions suivantes sont réunies :

a) l’administrateur ou le dirigeant a communiqué son intérêt conformément à l’article 207 et au paragraphe

209(1);

b) les administrateurs de la société ont approuvé le contrat ou l’opération;

 

 

Current to February 11, 2020

   122    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Conflicts of Interest

  

Conflits d’intérêts

Sections 210-212    Articles 210-212

 

 

 

Confirmation by shareholders

(2) Even if the conditions set out in subsection (1) are not met, a director or officer acting honestly and in good faith is not accountable to the company or its shareholders for any profit realized from a contract or transaction for which disclosure was required and the contract or transaction is not invalid by reason only of the director’s or officer’s interest in it if

(a) the contract or transaction is approved or confirmed by special resolution at a meeting of shareholders;

(b) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

(c) the contract or transaction was reasonable and fair to the company at the time that it was approved or confirmed.

1991, c. 45, s. 210; 2005, c. 54, s. 406.

c) au moment de son approbation, le contrat ou l’opération était équitable pour la société.

Confirmation par les actionnaires

(2) Même si les conditions visées au paragraphe (1) ne sont pas réunies, le contrat ou l’opération n’est pas entaché de nullité, et l’administrateur ou le dirigeant qui agit avec intégrité et bonne foi n’est pas tenu de rendre compte à la société ou ses actionnaires des bénéfices qu’il en a tirés, au seul motif qu’il a un intérêt dans le contrat ou l’opération, si les conditions suivantes sont réunies :

a) le contrat ou l’opération a été approuvé ou confirmé par résolution extraordinaire adoptée à une assemblée des actionnaires;

b) l’intérêt a été communiqué aux actionnaires de façon suffisamment claire pour en indiquer la nature et l’étendue avant l’approbation ou la confirmation du contrat ou de l’opération;

c) au moment de son approbation ou de sa confirmation, le contrat ou l’opération était équitable pour la société.

1991, ch. 45, art. 210; 2005, ch. 54, art. 406.

 

 

Court may set aside or require accounting

211 If a director or officer of a company fails to comply with any of sections 207 to 210, a court, on application of the company or any of its shareholders, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the company for any profit or gain realized on it.

1991, c. 45, s. 211; 2005, c. 54, s. 406.

Liability, Exculpation and Indemnification

Director liability

212 (1) Directors of a company who vote for or consent to a resolution of the directors authorizing the issue of a share contrary to subsection 68(1) or the issue of subordinated indebtedness contrary to section 83 for a consideration other than money are jointly and severally, or sol-idarily, liable to the company to make good any amount by which the consideration received is less than the fair equivalent of the money that the company would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution.

Further liability

(2) Directors of a company who vote for or consent to a resolution of the directors authorizing any of the

Ordonnance du tribunal

211 Le tribunal peut par ordonnance, sur demande de la société — ou d’un actionnaire de celle-ci — dont l’un des administrateurs ou dirigeants ne se conforme pas aux articles 207 à 210, annuler le contrat ou l’opération selon les modalités qu’il estime indiquées et enjoindre à l’administrateur ou au dirigeant de rendre compte à la société de tout bénéfice qu’il en a tiré.

1991, ch. 45, art. 211; 2005, ch. 54, art. 406.

Responsabilité, exonération et indemnisation

Responsabilité des administrateurs

212 (1) Les administrateurs qui, par vote ou acquiescement, approuvent l’adoption d’une résolution autorisant une émission d’actions contraire au paragraphe 68(1) ou une émission de titres secondaires contraire à l’article 83, en contrepartie d’un apport autre qu’en numéraire, sont solidairement tenus de verser à la société la différence entre la juste valeur de cet apport et celle de l’apport en numéraire qu’elle aurait dû recevoir à la date de la résolution.

Responsabilités supplémentaires

(2) Sont solidairement tenus de restituer à la société les sommes en cause non encore recouvrées et les sommes

 

 

Current to February 11, 2020

   123    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Liability, Exculpation and Indemnification

  

Responsabilité, exonération et indemnisation

Sections 212-213    Articles 212-213

 

following are jointly and severally, or solidarily, liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company and any amounts in relation to any loss suffered by the company:

(a) a redemption or purchase of shares contrary to section 74;

(b) a reduction of capital contrary to section 78;

(c) a payment of a dividend contrary to section 82;

(d) a payment of an indemnity contrary to section 217; or

(e) any transaction contrary to Part XI.

1991, c. 45, s. 212; 2005, c. 54, s. 407(E).

perdues par elle les administrateurs qui ont, par vote ou acquiescement, approuvé l’adoption d’une résolution autorisant, selon le cas :

a) l’achat ou le rachat d’actions en violation de l’article 74;

b) la réduction du capital en violation de l’article 78;

c) le versement d’un dividende en violation de l’article

82;

d) le versement d’une indemnité en violation de l’article 217;

e) une opération contraire à la partie XI.

1991, ch. 45, art. 212; 2005, ch. 54, art. 407(A).

 

 

Contribution

213 (1) A director who has satisfied a judgment in relation to the director’s liability under section 212 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.

Recovery

(2) A director who is liable under section 212 is entitled to apply to a court for an order compelling a shareholder or other person to pay or deliver to the director

(a) any money or property that was paid or distributed to the shareholder or other person contrary to section 74, 78, 82 or 217; or

(b) an amount equal to the value of the loss suffered by the company as a result of any transaction contrary to Part XI.

Répétition

213 (1) L’administrateur qui a satisfait au jugement rendu aux termes de l’article 212 peut répéter les parts des autres administrateurs qui ont, par vote ou acquiescement, approuvé l’adoption de la mesure illégale en cause.

Recours

(2) L’administrateur tenu responsable aux termes de l’article 212 a le droit de demander au tribunal une ordonnance obligeant toute personne, notamment un actionnaire, à lui remettre :

a) soit les fonds ou biens reçus en violation des articles 74, 78, 82 ou 217;

b) soit un montant égal à la valeur de la perte subie par la société et résultant de l’opération contraire à la partie XI.

 

 

Court order

(3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so,

(a) order a shareholder or other person to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other person contrary to section 74, 78, 82 or 217 or any amount referred to in paragraph (2)(b);

(b) order a company to return or issue shares to a person from whom the company has purchased, redeemed or otherwise acquired shares; or

(c) make any further order it thinks fit.

Ordonnance judiciaire

(3) Le tribunal peut, s’il est convaincu que cela est équitable :

a) ordonner aux personnes de remettre à l’administrateur les fonds ou biens reçus contrairement aux articles 74, 78, 82 ou 217 ou le montant visé à l’alinéa (2)b);

b) ordonner à la société de rétrocéder les actions à la personne de qui elle les a acquises, notamment par achat ou rachat, ou d’en émettre en sa faveur;

c) rendre toute autre ordonnance qu’il estime pertinente.

 

 

Current to February 11, 2020

   124    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Liability, Exculpation and Indemnification

  

Responsabilité, exonération et indemnisation

Sections 214-215    Articles 214-215

 

Limitation

214 An action to enforce a liability imposed by section 212 may not be commenced after two years from the date of the resolution authorizing the action complained of.

Directors liable for wages

215 (1) Subject to subsections (2) and (3), the directors of a company are jointly and severally, or solidarily, liable to each employee of the company for all debts not exceeding six months wages payable to the employee for services performed for the company while they are directors.

Prescription

214 Les actions exercées relativement à la responsabilité prévue à l’article 212 se prescrivent par deux ans à compter de la date de la résolution autorisant l’acte incriminé.

Responsabilité des administrateurs envers les employés

215 (1) Sous réserve des paragraphes (2) et (3), les administrateurs sont solidairement responsables, envers chacun des employés de la société, des dettes liées aux services exécutés pour le compte de cette dernière pendant leur mandat, et ce jusqu’à concurrence de six mois de salaire.

 

 

Conditions precedent

(2) A director is not liable under subsection (1) unless

(a) the company has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part;

(b) the company has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proven within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or

(c) a winding-up order has been issued in respect of the company under the Winding-up and Restructuring Act and a claim for the debt has been allowed or proven within six months after the issue of the winding-up order.

Conditions préalables

(2) La responsabilité définie au paragraphe (1) n’est toutefois engagée que dans l’un ou l’autre des cas suivants :

a) l’exécution n’a pu satisfaire au montant accordé par jugement, à la suite d’une action en recouvrement de la créance intentée contre la société dans les six mois de l’échéance;

b) l’existence de la créance est établie dans les six mois de la première des dates suivantes : celle du début des procédures de liquidation ou de dissolution de la société ou celle de sa dissolution;

c) l’existence de la créance est reconnue ou établie dans les six mois d’une ordonnance de liquidation frappant la société conformément à la Loi sur les liquidations et les restructurations.

 

 

Limitations

(3) A director is not liable under subsection (1) unless the director is sued for a debt referred to in that subsection while a director or within two years after the director has ceased to be a director.

Amount due after execution

(4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.

Subrogation of director

(5) Where a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment.

Limite

(3) La responsabilité des administrateurs n’est engagée aux termes du paragraphe (1) que si l’action est intentée durant leur mandat ou dans les deux ans suivant la cessation de celui-ci.

Obligation après exécution

(4) Les administrateurs ne sont tenus que des sommes restant à recouvrer après l’exécution visée à l’alinéa (2)a).

Subrogation de l’administrateur

(5) L’administrateur qui acquitte les créances visées au paragraphe (1), dont l’existence est établie au cours d’une procédure de liquidation ou de dissolution, est subrogé aux titres de préférence de l’employé et, le cas échéant, aux droits constatés dans le jugement.

 

 

Current to February 11, 2020

   125    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Liability, Exculpation and Indemnification

  

Responsabilité, exonération et indemnisation

Sections 215-217    Articles 215-217

 

Contribution entitlement

(6) A director of a company who has satisfied a claim under this section is entitled to a contribution from the other directors of the company who are liable for the claim.

1991, c. 45, s. 215; 1996, c. 6, s. 167; 2005, c. 54, s. 408(E).

Defence — due diligence

216 (1) A director, officer or employee of a company is not liable under section 212 or 215 or subsection 494(1) and has fulfilled their duty under subsection 162(2) if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

(a) financial statements of the company that were represented to them by an officer of the company or in a written report of the auditor of the company fairly to reflect the financial condition of the company; or

(b) a report of a person whose profession lends credibility to a statement made by them.

Répétition

(6) L’administrateur qui acquitte une créance conformément au présent article peut répéter les parts des administrateurs tenus également responsables.

1991, ch. 45, art. 215; 1996, ch. 6, art. 167; 2005, ch. 54, art. 408(A).

Défense de diligence raisonnable

216 (1) L’administrateur, le dirigeant ou l’employé n’engage pas sa responsabilité au titre des articles 212 ou 215 ou du paragraphe 494(1) et il s’est acquitté des devoirs imposés au paragraphe 162(2), s’il a agi avec le soin, la diligence et la compétence dont ferait preuve, en pareilles circonstances, une personne prudente, notamment en s’appuyant de bonne foi sur :

a) les états financiers de la société qui, d’après l’un de ses dirigeants ou d’après le rapport écrit du vérificateur, reflètent fidèlement sa situation;

b) les rapports des personnes dont la profession permet d’accorder foi à leurs déclarations.

 

 

Defence — good faith

(2) A director or officer of a company has fulfilled their duty under subsection 162(1) if they relied in good faith on

(a) financial statements of the company that were represented to them by an officer of the company or in a written report of the auditor of the company fairly to reflect the financial condition of the company; or

(b) a report of a person whose profession lends credibility to a statement made by them.

1991, c. 45, s. 216; 2001, c. 9, s. 503; 2005, c. 54, s. 409.

Défense de bonne foi

(2) L’administrateur ou le dirigeant s’est acquitté des devoirs imposés au paragraphe 162(1), s’il s’appuie de bonne foi sur :

a) les états financiers de la société qui, d’après l’un de ses dirigeants ou d’après le rapport écrit du vérificateur, reflètent fidèlement sa situation;

b) les rapports des personnes dont la profession permet d’accorder foi à leurs déclarations.

1991, ch. 45, art. 216; 2001, ch. 9, art. 503; 2005, ch. 54, art. 409.

 

 

Indemnification

217 (1) A company may indemnify a director or officer of the company, a former director or officer of the company or another person who acts or acted, at the company’s request, as a director or officer of or in a similar capacity for another entity against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of that association with the company or other entity.

Advances

(2) A company may advance amounts to the director, officer or other person for the costs, charges and expenses of a proceeding referred to in subsection (1). They shall repay the amounts if they do not fulfil the conditions set out in subsection (3).

Indemnisation

217 (1) La société peut indemniser ses administrateurs, ses dirigeants ou leurs prédécesseurs ainsi que les autres personnes qui, à sa demande, agissent ou ont agi à titre d’administrateur ou de dirigeant, ou en une qualité similaire, pour une autre entité, de tous leurs frais et dépenses raisonnables — y compris les sommes versées pour le règlement à l’amiable d’un procès ou l’exécution d’un jugement — entraînés par la tenue d’une enquête ou par des poursuites civiles, pénales, administratives ou autres dans lesquelles ils étaient impliqués à ce titre.

Frais anticipés

(2) La société peut avancer des fonds pour permettre à toute personne visée au paragraphe (1) d’assumer les frais de sa participation à une procédure visée à ce paragraphe et les dépenses connexes, à charge de remboursement si les conditions énoncées au paragraphe (3) ne sont pas remplies.

 

 

Current to February 11, 2020

   126    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Liability, Exculpation and Indemnification

  

Responsabilité, exonération et indemnisation

Section 217    Article 217

 

No indemnification

(3) A company may not indemnify a person under subsection (1) unless

(a) the person acted honestly and in good faith with a view to the best interests of, as the case may be, the company or the other entity for which they acted at the company’s request as a director or officer or in a similar capacity; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that their conduct was lawful.

 

Indemnification — derivative actions

(4) A company may with the approval of a court indemnify a person referred to in subsection (1) or advance amounts to them under subsection (2) — in respect of an action by or on behalf of the company or other entity to procure a judgment in its favour to which the person is made a party because of the association referred to in subsection (1) with the company or other entity —against all costs, charges and expenses reasonably incurred by them in connection with that action if they fulfil the conditions set out in subsection (3).

Right to indemnity

(5) Despite subsection (1), a person referred to in that subsection is entitled to be indemnified by the company in respect of all costs, charges and expenses reasonably incurred by them in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the person is subject because of the association referred to in subsection (1) with the company or other entity described in that subsection if the person

(a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that they ought to have done; and

(b) fulfils the conditions set out in subsection (3).

Heirs and personal representatives

(6) A company may, to the extent referred to in subsections (1) to (5) in respect of the person, indemnify the heirs or personal representatives of any person whom the company may indemnify under those subsections.

1991, c. 45, s. 217; 2001, c. 9, s. 504(F); 2005, c. 54, s. 409.

Limites

(3) La société ne peut indemniser une personne en vertu du paragraphe (1) que si celle-ci :

a) d’une part, a agi avec intégrité et bonne foi au mieux des intérêts de la société ou, selon le cas, de l’entité au sein de laquelle elle occupait les fonctions d’administrateur ou de dirigeant ou pour laquelle elle agissait en une qualité similaire à la demande de la société;

b) d’autre part, avait, dans le cas de poursuites pénales ou administratives aboutissant au paiement d’une amende, de bonnes raisons de croire que sa conduite était conforme à la loi.

Indemnisation lors d’actions indirectes

(4) Avec l’approbation du tribunal, la société peut, à l’égard des actions intentées par elle ou par l’entité ou pour leur compte en vue d’obtenir un jugement favorable, avancer à toute personne visée au paragraphe (1) les fonds visés au paragraphe (2) ou l’indemniser des frais et dépenses raisonnables entraînés par son implication dans ces actions en raison de ses fonctions auprès de la société ou l’entité, si elle remplit les conditions énoncées au paragraphe (3).

Droit à indemnisation

(5) Malgré le paragraphe (1), les personnes visées à ce paragraphe ont le droit d’être indemnisées par la société de leurs frais et dépenses raisonnables entraînés par la tenue d’une enquête ou par des poursuites civiles, pénales, administratives ou autres dans lesquelles elles sont impliquées en raison de leurs fonctions auprès de la société ou l’entité, si :

a) d’une part, le tribunal ou toute autre autorité compétente n’a conclu à aucune faute de leur part, par acte ou omission;

b) d’autre part, elles remplissent les conditions énoncées au paragraphe (3).

 

 

 

Héritiers et représentants personnels

(6) La société peut, dans la mesure prévue aux paragraphes (1) à (5), indemniser les héritiers ou les représentants personnels de toute personne qu’elle peut indemniser en application de ces paragraphes.

1991, ch. 45, art. 217; 2001, ch. 9, art. 504(F); 2005, ch. 54, art. 409.

 

 

Current to February 11, 2020

   127    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Directors and Officers

  

Administrateurs et dirigeants

Liability, Exculpation and Indemnification

  

Responsabilité, exonération et indemnisation

Sections 218-221    Articles 218-221

 

Directors’ and officers’ insurance

218 A company may purchase and maintain insurance for the benefit of any person referred to in section 217 against any liability incurred by the person

(a) in the capacity of a director or an officer of the company, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the company; or

(b) in the capacity of a director or officer of another entity or while acting in a similar capacity for another entity, if they act or acted in that capacity at the company’s request, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.

1991, c. 45, s. 218; 2005, c. 54, s. 410.

Assurance des administrateurs et dirigeants

218 La société peut souscrire au profit des personnes visées à l’article 217 une assurance couvrant la responsabilité qu’elles encourent :

a) soit pour avoir agi en qualité d’administrateur ou de dirigeant, à l’exception de la responsabilité découlant du défaut d’agir avec intégrité et de bonne foi au mieux de ses intérêts;

b) soit pour avoir, à sa demande, agi à titre d’administrateur ou de dirigeant — ou en une qualité similaire — pour une autre entité, à l’exception de la responsabilité découlant de l’omission d’agir avec intégrité et bonne foi au mieux des intérêts de celle-ci.

1991, ch. 45, art. 218; 2005, ch. 54, art. 410.

 

 

Application to court for indemnification

219 (1) A company or a person referred to in section 217 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit.

Notice to Superintendent

(2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel.

Other notice

(3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.

Demande au tribunal

219 (1) À la demande de la société ou de l’une des personnes visées à l’article 217, le tribunal peut, par ordonnance, approuver toute indemnisation prévue à cet article et prendre toute autre mesure qu’il estime indiquée.

Avis au surintendant

(2) L’auteur de la demande visée au paragraphe (1) doit en informer par écrit le surintendant; celui-ci peut comparaître en personne ou par ministère d’avocat lors de l’audition de la demande.

Autre avis

(3) Le tribunal saisi peut ordonner qu’avis soit donné à tout intéressé; celui-ci peut comparaître en personne ou par ministère d’avocat lors de l’audition de la demande.

 

 

Fundamental Changes

Amendments

Incorporating instrument

220 On the application of a company duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the incorporating instrument of the company.

1991, c. 45, s. 220; 2001, c. 9, s. 505.

Letters patent to amend

221 (1) On receipt of an application referred to in section 220, the Minister may issue letters patent to effect the proposal.

Modifications de structure

Modifications

Acte constitutif

220 Le ministre peut, sur demande de la société dûment autorisée par résolution extraordinaire, approuver toute proposition visant à ajouter, modifier ou supprimer dans l’acte constitutif, toute disposition pouvant y figurer aux termes de la présente loi.

1991, ch. 45, art. 220; 2001, ch. 9, art. 505.

Lettres patentes modificatives

221 (1) Sur réception de la demande visée à l’article 220, le ministre peut délivrer des lettres patentes mettant en œuvre la proposition.

 

 

Current to February 11, 2020

   128    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amendments

  

Modifications

Sections 221-222

  

Articles 221-222

 

Effect of letters patent

(2) Letters patent issued pursuant to subsection (1) become effective on the day stated in the letters patent.

1991, c. 45, s. 221; 2001, c. 9, s. 506.

By-laws

222 (1) The directors of a company may make, amend or repeal any by-laws, in the manner set out in subsections (2) and (3) and sections 223 to 227, to

(a) change the maximum number, if any, of shares of any class that the company is authorized to issue;

(b) create new classes of shares;

(c) change the designation of any or all of the company’s shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of any or all of the company’s shares, whether issued or unissued;

(d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

(e) divide a class of shares, whether issued or unissued, into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto;

(f) authorize the directors to divide any class of unissued shares into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto;

(g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;

(h) revoke, diminish or enlarge any authority conferred under paragraphs (f) and (g);

(i) increase or decrease the number of directors or the minimum or maximum number of directors, subject to subsection 163(1) and section 172;

(i.1) change the name of the company; or

(j) change the province in which the head office of the company is situated.

Effet des lettres patentes

(2) Les lettres patentes prennent effet à la date indiquée.

1991, ch. 45, art. 221; 2001, ch. 9, art. 506.

 

Règlements administratifs

222 (1) Le conseil d’administration peut prendre, modifier ou révoquer les règlements administratifs de la façon prévue aux paragraphes (2) et (3) et aux articles 223 à 227 afin :

a) de modifier le nombre maximal, s’il en est, d’actions de toute catégorie que la société est autorisée à émettre;

b) de créer des catégories d’actions;

c) de modifier la désignation de tout ou partie de ses actions, et d’ajouter, de modifier ou de supprimer tous droits, privilèges, restrictions et conditions, y compris le droit à des dividendes accumulés, concernant tout ou partie de ses actions, émises ou non;

d) de modifier le nombre d’actions, émises ou non, d’une catégorie ou d’une série ou de les changer de catégorie ou de série;

e) de diviser en séries une catégorie d’actions, émises ou non, en indiquant le nombre maximal, s’il en est, d’actions par série, ainsi que les droits, privilèges, restrictions et conditions dont elles sont assorties;

f) d’autoriser le conseil d’administration à diviser en séries une catégorie d’actions non émises, en indiquant le nombre maximal, s’il en est, d’actions par série, ainsi que les droits, privilèges, restrictions et conditions dont elles sont assorties;

g) d’autoriser le conseil d’administration à modifier les droits, privilèges, restrictions et conditions dont sont assorties les actions non émises d’une série;

h) de révoquer, de limiter ou d’étendre les autorisations conférées en vertu des alinéas f) et g);

i) d’augmenter ou de diminuer le nombre fixe, minimal ou maximal d’administrateurs, sous réserve du paragraphe 163(1) et de l’article 172;

i.1) de changer la dénomination sociale de la société;

j) de changer la province où se trouve le siège de la société.

 

 

Current to February 11, 2020

   129    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amendments

  

Modifications

Sections 222-223

  

Articles 222-223

 

Shareholder approval

(2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders, and the shareholders may, by special resolution, confirm, amend or reject the by-law, amendment or repeal.

Effective date of by-law

(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of by-laws respecting a change to the name of the company, approved by the Superintendent.

Letters patent

(4) If the name of a company or the province in Canada in which the head office of the company is situated is changed under this section, the Superintendent may issue letters patent to amend the company’s incorporating instrument accordingly.

Effect of letters patent

(5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent.

1991, c. 45, s. 222; 2001, c. 9, s. 507; 2005, c. 54, s. 411; 2007, c. 6, s. 347.

Approbation des actionnaires

(2) Le conseil d’administration doit soumettre les règlements administratifs et leurs modifications ou révocations prévus au paragraphe (1) aux actionnaires, qui peuvent, par résolution extraordinaire, les confirmer, modifier ou rejeter.

Date d’entrée en vigueur

(3) L’entrée en vigueur des règlements administratifs ou de leurs modifications ou révocations est subordonnée à leur confirmation préalable par les actionnaires conformément au paragraphe (2) et, dans le cas d’un règlement administratif concernant le changement de la dénomination sociale de la société, à l’approbation du surintendant.

Lettres patentes

(4) En cas de changement de la dénomination sociale de la société, ou de la province, au Canada, où se trouve son siège, le surintendant peut délivrer des lettres patentes pour que l’acte constitutif soit modifié en conséquence.

Effet des lettres patentes

(5) Les lettres patentes prennent effet à la date indiquée.

1991, ch. 45, art. 222; 2001, ch. 9, art. 507; 2005, ch. 54, art. 411; 2007, ch. 6, art. 347.

 

 

Class vote

223 (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the by-laws otherwise provide in the case of an amendment to the by-laws referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series on a proposal to amend the by-laws to

(a) increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class;

(b) effect an exchange, reclassification or cancellation of all or part of the shares of that class;

(c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, without limiting the generality of the foregoing,

(i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,

(ii) add, remove or change prejudicially redemption rights,

Vote par catégorie

223 (1) Sauf disposition contraire des règlements administratifs relative aux modifications visées aux alinéas a), b) ou e), les détenteurs d’actions d’une catégorie ou, sous réserve du paragraphe (2), d’une série, ont le droit de voter séparément sur les propositions de modification des règlements administratifs visant à :

a) changer le nombre maximal autorisé d’actions de cette catégorie ou à augmenter le nombre maximal d’actions autorisées d’une autre catégorie conférant des droits ou des privilèges égaux ou supérieurs;

b) faire échanger, reclasser ou annuler tout ou partie des actions de cette catégorie;

c) étendre, modifier ou supprimer les droits, privilèges, restrictions ou conditions dont sont assorties les actions de cette catégorie, notamment :

(i) en supprimant ou modifiant, de manière préjudiciable, le droit aux dividendes accumulés ou cumulatifs,

(ii) en étendant, supprimant ou modifiant, de manière préjudiciable, les droits de rachat,

 

 

Current to February 11, 2020

   130    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amendments

  

Modifications

Sections 223-226    Articles 223-226

 

(iii) reduce or remove a dividend preference or a liquidation preference, or

(iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of the company, or sinking fund provisions;

(d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class;

(e) create a new class of shares equal or superior to the shares of that class;

(f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or

 

(g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class.

(iii) en réduisant ou supprimant une préférence en matière de dividende ou de liquidation,

(iv) en étendant, supprimant ou modifiant, de manière préjudiciable, les privilèges de conversion, options, droits de vote, de transfert, de préemption ou d’acquisition de valeurs mobilières ou les dispositions relatives aux fonds d’amortissement;

d) accroître les droits ou privilèges des actions d’une autre catégorie, conférant des droits ou des privilèges égaux ou supérieurs à ceux de cette catégorie;

e) créer une catégorie d’actions égales ou supérieures à celles de cette catégorie;

f) rendre égales ou supérieures aux actions de cette catégorie, les actions d’une catégorie conférant des droits ou des privilèges inférieurs;

g) faire échanger, contre celles de cette catégorie, tout ou partie des actions d’une autre catégorie ou créer un droit à cette fin.

 

Right limited

(2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) if that series is affected by an addition or amendment to the by-laws in a manner different from other shares of the same class.

Limitation

(2) Les détenteurs d’actions d’une série n’ont toutefois le droit de voter séparément que sur les adjonctions ou les modifications visant la série et non l’ensemble de la catégorie.

 

 

Right to vote

(3) Subsections (1) and (2) apply whether or not the shares of a class otherwise carry the right to vote.

Droit de vote

(3) Les paragraphes (1) et (2) s’appliquent même si les actions d’une catégorie ne confèrent aucun droit de vote par ailleurs.

 

 

Separate resolutions

224 A proposed addition or amendment to the by-laws referred to in subsection 223(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution.

Résolutions distinctes

224 L’adoption de toute proposition de modification ou d’adjonction visée au paragraphe 223(1) est subordonnée à l’approbation par voie de résolution extraordinaire votée séparément par les actionnaires de chaque catégorie ou série intéressée.

 

 

Revoking resolution

225 Where a special resolution referred to in subsection 222(2) so states, the directors may, without further approval of the shareholders, revoke the special resolution.

Annulation

225 Le conseil d’administration peut, si les actionnaires les y autorisent dans la résolution extraordinaire prévue au paragraphe 222(2), annuler la résolution.

 

 

Proposal to amend

226 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of

Proposition de modification

226 (1) Sous réserve du paragraphe (2), tout administrateur ou tout actionnaire ayant le droit de voter à une assemblée annuelle peut, conformément aux articles 146 et 147, présenter une proposition de prise, de modification ou de révocation des règlements

 

 

Current to February 11, 2020

   131    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amendments

  

Modifications

Sections 226-229    Articles 226-229

 

shareholders of a company may, in accordance with sections 146 and 147, make a proposal to make an application referred to in section 220 or to make, amend or repeal the by-laws referred to in subsection 222(1) of the company.

Notice of amendment

(2) Notice of a meeting of shareholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of a company is to be considered must set out the proposal.

1991, c. 45, s. 226; 2001, c. 9, s. 508.

 

Rights preserved

227 No amendment to the incorporating instrument or by-laws of a company affects an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the company or any of its directors or officers are a party.

administratifs de la société visés au paragraphe 222(1) ou de la demande visée à l’article 220.

 

Avis de modification

(2) La proposition de modification de l’acte constitutif ou de la prise, modification ou révocation d’un règlement administratif de la société doit figurer dans l’avis de convocation de l’assemblée où elle sera examinée.

1991, ch. 45, art. 226; 2001, ch. 9, art. 508.

 

Maintien des droits

227 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

 

 

Amalgamation

Application to amalgamate

228 On the joint application of

(a) two or more companies,

(b) one or more companies and one or more bodies corporate that are incorporated by or under an Act of Parliament, other than a federal credit union, or

(c) two or more bodies corporate incorporated by or under an Act of Parliament, other than a federal credit union,

the Minister may issue letters patent amalgamating and continuing the applicants as one company.

1991, c. 45, s. 228; 2010, c. 12, s. 2125.

Fusion

Demande de fusion

228 Sur requête conjointe, soit de plusieurs sociétés, soit d’une ou plusieurs sociétés et d’une ou plusieurs personnes morales qui sont constituées sous le régime d’une loi fédérale, soit de plusieurs personnes morales ainsi constituées, à l’exclusion des coopératives de crédit fédérales, le ministre peut délivrer des lettres patentes les fusionnant et les prorogeant en une seule société.

1991, ch. 45, art. 228; 2010, ch. 12, art. 2125.

 

 

Amalgamation agreement

229 (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.

Contents of agreement

(2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,

(a) the name of the amalgamated company and the province in which its head office is to be situated;

(b) the name and place of ordinary residence of each proposed director of the amalgamated company;

Convention de fusion

229 (1) Les requérants qui se proposent de fusionner doivent conclure une convention de fusion.

Contenu de la convention

(2) La convention énonce les modalités de la fusion et notamment :

a) la dénomination sociale et la province envisagée pour le siège de la société issue de la fusion;

b) le nom, le lieu de résidence habituelle des futurs administrateurs de la société issue de la fusion;

 

 

 

Current to February 11, 2020

   132    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amalgamation

  

Fusion

Sections 229-231    Articles 229-231

 

(c) the manner in which the shares of each applicant are to be converted into shares or other securities of the amalgamated company;

(d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated company;

(e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated company or of any other body corporate that are to be issued in the amalgamation;

(f) the proposed by-laws of the amalgamated company;

(g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company; and

(h) the proposed effective date of the amalgamation.

c) les modalités d’échange des actions de chaque requérant contre les actions ou autres valeurs mobilières de la société issue de la fusion;

d) au cas où des actions de l’un de ces requérants ne doivent pas être échangées contre des actions ou autres valeurs mobilières de la société issue de la fusion, la somme en numéraire ou les valeurs mobilières que les détenteurs de ces actions doivent recevoir en plus ou à la place des actions ou autres valeurs mobilières de la société issue de la fusion;

e) le mode de paiement en numéraire remplaçant l’émission de fractions d’actions de la société issue de la fusion ou de toute autre personne morale;

f) les futurs règlements administratifs de la société issue de la fusion;

g) les détails des autres dispositions nécessaires pour parfaire la fusion et pour assurer la gestion et l’exploitation de la société issue de la fusion;

h) la date à laquelle la fusion doit prendre effet.

 

 

Cross ownership of shares

(3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated company.

1991, c. 45, s. 229; 2005, c. 54, s. 412.

Annulation des actions sans remboursement

(3) La convention de fusion doit prévoir, au moment de la fusion, l’annulation, sans remboursement du capital qu’elles représentent, des actions de l’un des requérants, détenues par un autre de ces requérants ou pour son compte, mais ne peut prévoir l’échange de ces actions contre celles de la société issue de la fusion. Sont exclues de l’application du présent article les actions détenues à titre de représentant personnel ou de sûreté.

1991, ch. 45, art. 229; 2005, ch. 54, art. 412.

 

 

Approval of agreement by Superintendent

230 An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 231(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.

1991, c. 45, s. 230; 2007, c. 6, s. 348.

Approbation du surintendant

230 L’approbation prévue au paragraphe 231(4) est sans effet si, au préalable, le surintendant n’a pas approuvé la convention de fusion par écrit.

1991, ch. 45, art. 230; 2007, ch. 6, art. 348.

 

 

Shareholder approval

231 (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the holders of shares of the applicant company or body corporate of which they are directors and, subject to subsection (3), to the holders of each class or series of such shares.

Approbation des actionnaires

231 (1) Le conseil d’administration de chacune des sociétés ou personnes morales requérantes doit respectivement soumettre la convention de fusion, pour approbation, à l’assemblée des actionnaires de celle-ci et, sous réserve du paragraphe (3), aux détenteurs d’actions de chaque catégorie ou série.

 

 

Current to February 11, 2020

   133    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amalgamation

  

Fusion

Sections 231-232    Articles 231-232

 

Right to vote

(2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

Droit de vote

(2) Chaque action des sociétés ou des personnes morales requérantes, assortie ou non du droit de vote, comporte par ailleurs un droit de vote quant à la convention de fusion.

 

 

Separate vote for class or series

(3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.

Vote par catégorie

(3) Les détenteurs d’actions d’une catégorie ou d’une série de chaque requérant ont le droit de voter séparément sur la convention de fusion si celle-ci contient une clause qui, dans une proposition de modification des règlements administratifs ou de l’acte constitutif du requérant, leur aurait conféré ce droit.

 

 

Special resolution

(4) Subject to subsection (3), an amalgamation agreement is approved when the shareholders of each applicant company or body corporate have approved the amalgamation by special resolution.

Résolution extraordinaire

(4) Sous réserve du paragraphe (3), l’adoption de la convention de fusion intervient lors de l’approbation par résolution extraordinaire des actionnaires de chaque société ou personne morale requérante.

 

 

Termination

(5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant notwithstanding that the agreement has been approved by the shareholders of all or any of the applicant companies or bodies corporate.

1991, c. 45, s. 231; 2005, c. 54, s. 413.

Annulation

(5) Le conseil d’administration de l’une des sociétés ou personnes morales requérantes peut annuler la convention de fusion, si elle comporte une disposition à cet effet, avant la délivrance des lettres patentes de fusion, malgré son approbation par les actionnaires de toutes les sociétés ou personnes morales requérantes ou de certaines d’entre elles.

1991, ch. 45, art. 231; 2005, ch. 54, art. 413.

 

 

Vertical short-form amalgamation

232 (1) A company may, without complying with sections 229 to 231, amalgamate with one or more bodies corporate that are incorporated by or under an Act of Parliament if the body or bodies corporate, as the case may be, are wholly-owned subsidiaries of the company and

(a) the amalgamation is approved by a resolution of the directors of the company and of each amalgamating subsidiary; and

(b) the resolutions provide that

(i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof,

(ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company that is the holding body corporate, and

Fusion verticale simplifiée

232 (1) La société peut, sans se conformer aux articles 229 à 231, fusionner avec une ou plusieurs personnes morales constituées sous le régime d’une loi fédérale, si ces personnes morales sont des filiales en propriété exclusive de la société et que les conditions suivantes sont réunies :

a) leur conseil d’administration respectif approuve la fusion par voie de résolution;

b) ces résolutions prévoient à la fois que :

(i) les actions des filiales fusionnantes seront annulées sans remboursement de capital,

(ii) les lettres patentes de fusion et les règlements administratifs de la société issue de la fusion seront identiques à l’acte constitutif et aux règlements administratifs de la société mère,

(iii) la société issue de la fusion n’émettra aucune valeur mobilière à cette occasion.

 

 

Current to February 11, 2020

   134    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amalgamation

  

Fusion

Sections 232-233    Articles 232-233

 

(iii) no securities will be issued by the amalgamated company in connection with the amalgamation.

 

 

Horizontal short-form amalgamation

(2) Two or more bodies corporate incorporated by or under an Act of Parliament may amalgamate and continue as one company without complying with sections 229 to 231 if

(a) at least one of the applicants is a company;

(b) the applicants are all wholly-owned subsidiaries of the same holding body corporate;

(c) the amalgamation is approved by a resolution of the directors of each of the applicants; and

(d) the resolutions provide that

(i) the shares of all applicants, except those of one of the applicants that is a company, will be cancelled without any repayment of capital in respect thereof,

(ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company whose shares are not cancelled, and

(iii) the stated capital of the amalgamating companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating company whose shares are not cancelled.

Fusion horizontale simplifiée

(2) Plusieurs personnes morales constituées sous le régime d’une loi fédérale peuvent fusionner en une seule et même société sans se conformer aux articles 229 à 231 lorsque les conditions suivantes sont réunies :

a) au moins une des personnes morales requérantes est une société;

b) elles sont toutes des filiales en propriété exclusive d’une même société mère;

c) leur conseil d’administration respectif approuve la fusion par voie de résolution;

d) ces résolutions prévoient à la fois que :

(i) les actions de toutes les personnes morales requérantes, sauf celles de l’une d’entre elles qui est une société, seront annulées sans remboursement de capital,

(ii) les lettres patentes de fusion et les règlements administratifs de la société issue de la fusion seront identiques à l’acte constitutif et aux règlements administratifs de la société fusionnante dont les actions ne sont pas annulées,

(iii) le capital déclaré de toutes les filiales fusionnantes dont les actions sont annulées sera ajouté à celui de la société fusionnante dont les actions ne sont pas annulées.

 

 

Joint application to Minister

233 (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 231(5), the applicants shall, within three months after the approval of the agreement in accordance with subsection 231(4) or the approval of the directors in accordance with subsection 232(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one company.

Approbation de la convention par le ministre

233 (1) Sous réserve du paragraphe (2), sauf s’il y a annulation de la convention de fusion conformément au paragraphe 231(5), les requérants doivent, dans les trois mois suivant soit l’approbation de la convention prévue au paragraphe 231(4) soit l’approbation des conseils d’administration prévue à l’article 232, demander conjointement au ministre des lettres patentes fusionnant et prorogeant les requérants en une seule et même société.

 

 

Conditions precedent to application

(2) No application for the issue of letters patent under subsection (1) may be made unless

(a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of each applicant is situated; and

Conditions préalables

(2) La demande de lettres patentes ne peut être présentée que si :

a) d’une part, au moins une fois par semaine pendant quatre semaines consécutives, un avis d’intention a été publié dans la Gazette du Canada et dans un journal à grand tirage au lieu ou près du lieu du siège de chaque requérant;

 

 

Current to February 11, 2020

   135    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amalgamation

  

Fusion

Sections 233-234    Articles 233-234

 

 

(b) the application is supported by satisfactory evidence that the applicants have complied with the requirements of this Part relating to amalgamations.

b) d’autre part, les requérants peuvent démontrer de façon satisfaisante qu’ils se sont conformés aux exigences de la présente partie relatives à la fusion.

 

 

Application of sections 22 to 25

(3) If two or more bodies corporate, none of which is a company, apply for letters patent under subsection (1), sections 22 to 25 apply in respect of the application with any modifications that the circumstances require.

Application des articles 22 à 25

(3) Lorsque plusieurs personnes morales dont aucune n’est une société demandent l’émission de lettres patentes en vertu du paragraphe (1), les articles 22 à 25 s’appliquent, avec les adaptations nécessaires.

 

 

Matters for consideration

(4) Before issuing letters patent of amalgamation continuing the applicants as one company, the Minister shall take into account all matters that the Minister considers relevant to the application, including

(a) the sources of continuing financial support for the amalgamated company;

(b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated company;

(c) the business record and experience of the applicants;

(d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;

(e) whether the amalgamated company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

(f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses; and

(g) the best interests of the financial system in Canada.

1991, c. 45, s. 233; 2001, c. 9, s. 509.

Facteurs à prendre en compte

 

(4) Avant de délivrer des lettres patentes de fusion, le ministre prend en compte tous les facteurs qu’il estime se rapporter à la demande, notamment :

a) les moyens financiers des requérants pour le soutien financier continu de la société issue de la fusion;

b) le sérieux et la faisabilité de leurs plans pour la conduite et l’expansion futures de l’activité de la société issue de la fusion;

c) leur expérience et leur dossier professionnel;

d) leur réputation pour ce qui est de leur exploitation selon des normes élevées de moralité et d’intégrité;

e) la compétence et l’expérience des personnes devant exploiter la société issue de la fusion, afin de déterminer si elles sont aptes à participer à l’exploitation d’une institution financière et à exploiter la société de manière responsable;

f) les conséquences de l’intégration des activités et des entreprises des requérants sur la conduite de ces activités et entreprises;

g) l’intérêt du système financier canadien.

1991, ch. 45, art. 233; 2001, ch. 9, art. 509.

 

 

Issue of letters patent

234 (1) Where an application has been made to the Minister in accordance with section 233, the Minister may issue letters patent of amalgamation continuing the applicants as one company.

Lettres patentes de fusion

234 (1) Le ministre peut, sur demande présentée conformément à l’article 233, délivrer des lettres patentes fusionnant et prorogeant les requérants en une seule et même société.

 

 

 

Letters patent

(2) Where letters patent are issued pursuant to this section, section 27 applies with such modifications as the circumstances require in respect of the issue of the letters patent.

Lettres patentes

(2) L’article 27 s’applique, compte tenu des adaptations de circonstance, à la délivrance de lettres patentes de fusion visée au présent article.

 

 

Current to February 11, 2020

   136    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amalgamation

  

Fusion

Sections 234-235    Articles 234-235

 

Publication of notice

(3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).

Publication d’un avis

(3) Le surintendant fait publier dans la Gazette du Canada un avis de délivrance des lettres patentes.

 

 

Court enforcement

234.1 (1) If a company or any director, officer, employee or agent of a company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

Ordonnance

234.1 (1) En cas de manquement aux conditions afférentes à la délivrance de lettres patentes de fusion, le ministre peut, en plus de toute autre mesure qu’il est déjà habilité à prendre sous le régime de la présente loi, demander à un tribunal de rendre une ordonnance obligeant la société ou ses administrateurs, dirigeants, employés ou mandataires en faute à mettre fin ou remédier au manquement, ou toute autre ordonnance qu’il juge indiquée en l’espèce. Le tribunal peut acquiescer à la demande et rendre toute autre ordonnance qu’il juge indiquée.

 

 

Appeal

(2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

2001, c. 9, s. 510.

Effect of letters patent

235 (1) On the day provided for in the letters patent issued under section 234

(a) the amalgamation of the applicants and their continuance as one company becomes effective;

(b) the property of each applicant continues to be the property of the amalgamated company;

(c) the amalgamated company continues to be liable for the obligations of each applicant;

(d) any existing cause of action, claim or liability to prosecution is unaffected;

(e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company;

(f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company;

(g) if any director or officer of an applicant continues as a director or officer of the amalgamated company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be

Appel

(2) L’ordonnance peut être portée en appel de la même manière et devant la même juridiction que toute autre ordonnance rendue par le tribunal.

2001, ch. 9, art. 510.

 

 

Effet des lettres patentes

235 (1) À la date figurant sur les lettres patentes :

a) la fusion et prorogation des requérants en une seule et même société prend effet;

b) les biens de chaque requérant appartiennent à la société issue de la fusion;

c) la société issue de la fusion est responsable des obligations de chaque requérant;

d) aucune atteinte n’est portée aux causes d’actions déjà nées;

e) la société issue de la fusion remplace tout requérant dans les procédures civiles, pénales ou administratives engagées par ou contre celle-ci;

f) toute décision, judiciaire ou quasi judiciaire, rendue en faveur d’un requérant ou contre lui est exécutoire à l’égard de la société issue de la fusion;

g) dans le cas où un administrateur ou un dirigeant d’un requérant devient administrateur ou dirigeant de la société issue de la fusion, la déclaration d’intérêt important dans un contrat faite à un requérant, est réputée avoir été faite à la société issue de la fusion;

 

 

Current to February 11, 2020

   137    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amalgamation

  

Fusion

Sections 235-236    Articles 235-236

 

deemed to be disclosure to the amalgamated company; and

(h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company.

h) les lettres patentes de fusion deviennent l’acte constitutif de la société issue de la fusion.

 

 

Minutes

(2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated company.

Procès-verbal

(2) La déclaration prévue à l’alinéa (1)g) doit être inscrite au procès-verbal de la première réunion du conseil d’administration de la société issue de la fusion.

 

 

Transitional

236 (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to a company in respect of which letters patent were issued under subsection 234(1) permission to

(a) engage in a business activity specified in the order that a company is not otherwise permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;

(b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

(c) [Repealed, 1994, c. 47, s. 204]

(d) hold assets that a company is not otherwise permitted by this Act to hold if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;

(e) acquire and hold assets that a company is not otherwise permitted by this Act to acquire or hold if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets;

(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada; and

(g) where one or more of the applicants that applied for the letters patent was a trust company pursuant to subsection 57(2) and the amalgamated company is not a trust company pursuant to subsection 57(2), hold guaranteed trust money that was held by the trust company or companies immediately prior to the amalgamation on condition that the amalgamated company

Disposition transitoire

236 (1) Malgré toute disposition contraire de la présente loi ou des règlements, le ministre peut, par arrêté pris sur recommandation du surintendant, autoriser la société ayant reçu les lettres patentes à :

a) exercer une activité commerciale précisée dans l’arrêté interdite par ailleurs par la présente loi mais qu’exerçaient à la date du dépôt de la demande de lettres patentes une ou plusieurs des personnes morales fusionnantes;

b) maintenir en circulation les titres de créance que la présente loi n’autorise pas la société à émettre, dans la mesure où ils étaient déjà en circulation à la date du dépôt de la demande de lettres patentes;

c) [Abrogé, 1994, ch. 47, art. 204]

d) détenir des éléments d’actif prohibés par la présente loi mais que détenaient, à la date du dépôt de la demande de lettres patentes, une ou plusieurs des personnes morales fusionnantes;

e) acquérir et détenir des éléments d’actif dont l’acquisition et la détention sont interdites à une société par la présente loi, si une ou plusieurs des personnes morales fusionnantes se trouvaient dans l’obligation, à la date du dépôt de la demande de lettres patentes, de les acquérir;

f) tenir à l’étranger les livres et registres dont la présente loi exige la tenue au Canada;

g) lorsqu’un ou plusieurs requérants étaient une société de fiducie au sens du paragraphe 57(2) et que la société issue de la fusion n’en est pas une, détenir des fonds en fiducie garantie détenus par cette ou ces sociétés de fiducie avant la fusion à condition que la société issue de la fusion :

(i) d’une part, rembourse ou verse à un compte de dépôts tous les fonds en fiducie garantie payables sur demande ou, après avis, dans le délai spécifié par décret du gouverneur en conseil après la fusion,

 

 

Current to February 11, 2020

   138    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Amalgamation

  

Fusion

Section 236    Article 236

 

(i) repay, or transfer to deposit accounts with the amalgamated company, each deposit of guaranteed trust money that is payable on demand or after notice within such period after the amalgamation as may be specified in the order of the Governor in Council, and

(ii) not renew or extend the term of any guaranteed investment certificate for which the amalgamated company has assumed liability under this section.

(ii) d’autre part, ne renouvelle ni ne prolonge la période de validité de tout certificat de placement garanti dont elle a assumé le paiement aux termes du présent article.

 

 

Duration of exceptions

(2) The permission granted under any of paragraphs (1)(a) to (f) shall be expressed to be granted for a period specified in the order not exceeding

(a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

(b) with respect to any matter described in paragraph (1)(b), ten years; and

(c) with respect to any matter described in any of paragraphs (1)(d) to (f), two years.

Durée des exceptions

(2) L’autorisation accordée en vertu de l’un des alinéas (1)a) à f) doit préciser la période de validité, laquelle ne peut excéder :

a) dans les cas visés à l’alinéa (1)a), trente jours à partir de la date de délivrance des lettres patentes ou, lorsque les activités découlent d’ententes existant à la date de délivrance des lettres patentes, la date d’expiration des ententes;

b) dans les cas visés à l’alinéa (1)b), dix ans;

c) deux ans dans les autres cas.

 

 

Renewal

(3) Subject to subsection (4), the Minister may, by order, on the recommendation of the Superintendent, renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that the Minister considers necessary.

Renouvellement

(3) Sous réserve du paragraphe (4), le ministre peut, par arrêté pris sur recommandation du surintendant, accorder les renouvellements d’autorisation qu’il estime nécessaires en ce qui a trait aux questions visées aux alinéas (1)b) à e).

 

 

Limitation

(4) The Minister shall not grant to a company any permission

(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company that the company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

(b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of issue of the letters patent.

1991, c. 45, s. 236; 1994, c. 47, s. 204; 1997, c. 15, s. 364; 2007, c. 6, s. 349.

Réserve

(4) Le ministre ne peut accorder d’autorisation qui serait encore valable plus de dix ans :

a) après la date d’obtention par la société de l’agrément de fonctionnement dans les cas visés à l’alinéa (1)b), à moins qu’il n’estime, sur la foi d’une déposition sous serment d’un dirigeant de celle-ci, qu’il sera juridiquement impossible à la société de racheter les titres de créance encore en circulation à l’expiration de ce délai et qui font l’objet de l’autorisation;

b) après la date de délivrance des lettres patentes dans les cas visés aux alinéas (1)d) et e).

1991, ch. 45, art. 236; 1994, ch. 47, art. 204; 1997, ch. 15, art. 364; 2007, ch. 6, art. 349.

 

 

Current to February 11, 2020

   139    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Transfer of Business

  

Ventes d’éléments d’actif

Sections 237-239    Articles 237-239

 

Transfer of Business

Sale by company

237 (1) A company may sell all or substantially all of its assets to a financial institution incorporated by or under an Act of Parliament or to an authorized foreign bank in respect of its business in Canada if the purchasing financial institution or authorized foreign bank assumes all or substantially all of the liabilities of the company.

Ventes d’éléments d’actif

Vente par la société

237 (1) La société peut vendre la totalité ou quasi-totalité de ses éléments d’actif à une institution financière constituée en personne morale sous le régime d’une loi fédérale ou à une banque étrangère autorisée dans le cadre des activités que celle-ci exerce au Canada à condition que l’institution ou la banque acheteuse assume la totalité ou quasi-totalité des dettes de la société.

 

 

Sale agreement

(2) An agreement of purchase and sale (in subsection (3), section 238, subsections 239(1) and (4) and section 241 referred to as a “sale agreement”) shall set out the terms of, and means of effecting, the sale of assets referred to in subsection (1).

Convention de vente

(2) Les modalités de la vente des éléments d’actif doivent être énoncées dans une convention d’achat et de vente (appelée au paragraphe (3), à l’article 238, aux paragraphes 239(1) et (4) et à l’article 241 « convention de vente »).

 

 

Consideration

(3) Notwithstanding anything in this Act, the consideration for a sale referred to in subsection (1) may be cash or fully paid securities of the purchasing financial institution or authorized foreign bank or in part cash and in part fully paid securities of the purchasing financial institution or authorized foreign bank or any other consideration that is provided for in the sale agreement.

Contrepartie

(3) Par dérogation aux autres dispositions de la présente loi, la contrepartie de la vente des éléments d’actif peut être versée en numéraire ou en titres entièrement libérés de l’institution financière ou de la banque étrangère autorisée acheteuse, ou à la fois en numéraire et en de tels titres ou encore de toute autre manière prévue dans la convention de vente.

 

Meaning of authorized foreign bank

(4) In this section, authorized foreign bank has the meaning assigned to that expression by section 2 of the Bank Act.

1991, c. 45, s. 237; 1999, c. 28, s. 139.

Définition de banque étrangère autorisée

(4) Au présent article, banque étrangère autorisée s’entend au sens de l’article 2 de la Loi sur les banques.

1991, ch. 45, art. 237; 1999, ch. 28, art. 139..

 

 

Agreement to Superintendent

238 A sale agreement must be submitted to the Superintendent before it is sent to shareholders of the selling company under subsection 239(1).

1991, c. 45, s. 238; 2007, c. 6, s. 350.

Envoi de convention au surintendant

238 La convention de vente doit être communiquée au surintendant avant d’être soumise aux actionnaires de la société vendeuse conformément au paragraphe 239(1).

1991, ch. 45, art. 238; 2007, ch. 6, art. 350.

 

 

Shareholder approval

239 (1) The directors of a selling company shall submit a sale agreement for approval to a meeting of the holders of shares of the company and, subject to subsection (3), to the holders of each class or series of shares of the company.

Approbation des actionnaires

239 (1) Le conseil d’administration de la société vendeuse doit soumettre la convention de vente, pour approbation, à l’assemblée des actionnaires et, sous réserve du paragraphe (3), aux détenteurs d’actions de chaque catégorie ou série.

 

 

Right to vote

(2) Each share of a selling company carries the right to vote in respect of a sale referred to in subsection 237(1) whether or not the share otherwise carries the right to vote.

Droit de vote

(2) Chaque action de la société vendeuse, assortie ou non du droit de vote, emporte droit de vote quant à la vente visée au paragraphe 237(1).

 

 

Current to February 11, 2020

   140    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Transfer of Business

  

Ventes d’éléments d’actif

Sections 239-241    Articles 239-241

 

Class vote

(3) The holders of shares of a class or series of shares of a selling company are entitled to vote separately as a class or series in respect of a sale referred to in subsection 237(1) only if the shares of the class or series are affected by the sale in a manner different from the shares of another class or series.

Vote par catégorie

(3) Les détenteurs d’actions d’une catégorie ou d’une série ne sont habiles à voter séparément concernant la vente que si celle-ci a un effet particulier sur la catégorie ou série.

 

 

Special resolution

(4) A sale agreement is approved when the shareholders, and the holders of each class or series of shares entitled to vote separately as a class or series pursuant to subsection (3), of the selling company have approved the sale by special resolution.

Résolution extraordinaire

(4) La convention de vente est effectivement adoptée lorsque la vente est approuvée par résolution extraordinaire des actionnaires de la société vendeuse et des détenteurs d’actions de chaque catégorie ou série de celle-ci habiles à voter séparément conformément au paragraphe (3).

 

 

Abandoning sale

240 Where a special resolution approving a sale under subsection 239(4) so states, the directors of a selling company may, subject to the rights of third parties, abandon the sale without further approval of the shareholders.

Annulation

240 Sous réserve des droits des tiers, le conseil d’administration de la société vendeuse peut, après approbation de la vente par les actionnaires, y renoncer si ceux-ci l’y autorisent expressément dans la résolution extraordinaire visée au paragraphe 239(4).

 

 

Application to Minister

241 (1) Subject to subsection (2), unless a sale agreement is abandoned in accordance with section 240, the selling company shall, within three months after the approval of the sale agreement in accordance with subsection 239(4), apply to the Minister for approval of the sale agreement.

Demande au ministre

241 (1) Sous réserve du paragraphe (2), la société vendeuse doit, dans les trois mois suivant l’adoption prévue au paragraphe 239(4), soumettre la convention de vente à l’approbation du ministre sauf en cas d’annulation prévue par l’article 240.

 

Conditions precedent to application

(2) No application for approval under subsection (1) may be made unless

(a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the selling company is situated;

(b) the application is supported by satisfactory evidence that the selling company has complied with the requirements of sections 237 to 240 and this section; and

(c) where the selling company is a trust company pursuant to subsection 57(2), the application is supported by satisfactory evidence that the selling company has made such arrangements as may be necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets

Conditions préalables

(2) La demande d’approbation visée au paragraphe (1) ne peut être présentée que si, à la fois :

a) au moins une fois par semaine pendant quatre semaines consécutives, un avis d’intention a été publié dans la Gazette du Canada et dans un journal à grand tirage au lieu ou près du lieu du siège de la société vendeuse;

b) les auteurs de la demande peuvent démontrer de façon satisfaisante que la société vendeuse s’est conformée aux exigences des articles 237 à 240 et du présent article;

c) dans le cas où la société vendeuse est une société de fiducie au sens du paragraphe 57(2), la demande est appuyée par une preuve établissant de manière satisfaisante que la société a conclu les ententes nécessaires pour effectuer le transfert, à une autre société de fiducie au sens du paragraphe 57(2), des fonds et autres éléments d’actif détenus en fiducie par

 

 

Current to February 11, 2020

   141    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Fundamental Changes

  

Modifications de structure

Transfer of Business

  

Ventes d’éléments d’actif

Sections 241-243    Articles 241-243

 

held in trust by the selling company, other than assets held in respect of guaranteed trust money.

elle, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie.

 

 

Approval by Minister

(3) A sale agreement has no force or effect until it has been approved by the Minister.

Agrément du ministre

(3) La convention de vente ne prend effet que si elle est agréée par le ministre.

 

 

Idem

(4) Where an application has been made to the Minister in accordance with subsections (1) and (2), the Minister may approve the sale agreement to which the application relates.

Idem

(4) Le ministre peut agréer la convention de vente si la demande lui en est faite conformément aux paragraphes (1) et (2).

 

Idem

(5) Where a selling company is a trust company pursuant to subsection 57(2), the Minister shall not approve the sale agreement until the Minister is satisfied that the selling company has made satisfactory arrangements for the protection of persons in relation to whom the selling company was acting in a fiduciary capacity.

Idem

(5) Dans le cas d’une société de fiducie au sens du paragraphe 57(2), le ministre ne peut agréer la convention de vente que s’il est convaincu que la société a conclu des ententes satisfaisantes pour assurer la protection des personnes pour lesquelles elle a agi en qualité de fiduciaire.

 

Corporate Records

Head Office and Corporate Records

Head office

242 (1) A company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

Change of head office

(2) The directors of a company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

Livres et registres

Siège et livres

 

Siège

242 (1) La société maintient en permanence un siège dans la province indiquée dans son acte constitutif ou ses règlements administratifs.

Changement d’adresse

(2) Le conseil d’administration peut changer l’adresse du siège dans les limites de la province indiquée dans l’acte constitutif ou les règlements administratifs.

 

 

Notice of change of address

(3) A company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

1991, c. 45, s. 242; 2005, c. 54, s. 414.

Avis de changement

(3) La société envoie dans les quinze jours un avis du changement d’adresse au surintendant.

1991, ch. 45, art. 242; 2005, ch. 54, art. 414.

 

 

Company records

243 (1) A company shall prepare and maintain records containing

(a) its incorporating instrument and the by-laws of the company and all amendments thereto;

(b) minutes of meetings and resolutions of shareholders;

(c) the information referred to in paragraphs 499(1)(a), (c) and (e) to (h) contained in all returns

Livres

243 (1) La société tient des livres où figurent :

a) l’acte constitutif, les règlements administratifs et leurs modifications;

b) les procès-verbaux des assemblées et les résolutions des actionnaires;

c) les renseignements visés aux alinéas 499(1)a), c) et e) à h) et figurant dans l’ensemble des relevés envoyés au surintendant conformément à l’article 499;

 

 

Current to February 11, 2020

   142    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Head Office and Corporate Records

  

Siège et livres

Sections 243-244    Articles 243-244

 

provided to the Superintendent pursuant to section 499;

(d) particulars of any authorizations, designations, conditions and limitations established by the Superintendent under subsection 57(1), (3) or (4) or 58(1) that are from time to time applicable to the company; and

(e) particulars of exceptions granted under section 37 or 236 that are from time to time applicable to the company.

d) le détail des autorisations, désignations, restrictions et conditions visées aux paragraphes 57(1), (3), (4) ou 58(1) qui lui sont applicables;

e) le détail des dérogations dont elle bénéficie au titre des articles 37 ou 236.

 

 

Additional records

(2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate

(a) corporate accounting records;

(b) records containing minutes of meetings and resolutions of the directors and any committee thereof;

(c) records relating to fiduciary activities of the company; and

(d) records showing, for each customer of the company, on a daily basis, particulars of the transactions between the company and that customer and the balance owing to or by the company in respect of that customer.

Autres livres

(2) Outre les livres mentionnés au paragraphe (1), la société tient de façon adéquate :

a) des livres comptables;

b) des livres contenant les procès-verbaux des réunions de son conseil d’administration et de ses comités ainsi que les résolutions qui y sont adoptées;

c) des livres concernant ses activités fiduciaires;

d) des livres où figurent, pour chaque client sur une base journalière, les renseignements relatifs aux opérations entre elle et celui-ci, ainsi que le solde créditeur ou débiteur du client.

 

 

Former-Act and continued companies

(3) For the purposes of paragraph (1)(b) and subsection (2),

(a) in the case of a body corporate continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued;

(b) in the case of a body corporate amalgamated and continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and

(c) in the case of a former-Act company, “records” includes similar records required by law to be maintained by the company before the coming into force of this section.

1991, c. 45, s. 243; 1997, c. 15, s. 365(E); 2007, c. 6, s. 351(E).

Livre des sociétés prorogées et antérieures

(3) Pour l’application de l’alinéa (1)b) et du paragraphe (2), « livre » s’entend :

a) dans le cas des personnes morales prorogées comme société en vertu de la présente loi, des documents similaires qu’elles devaient légalement tenir avant leur prorogation;

b) dans le cas des personnes morales fusionnées et prorogées comme société en vertu de la présente loi, des documents similaires qu’elles devaient légalement tenir avant leur fusion;

c) dans le cas des sociétés antérieures, des documents similaires qu’elles devaient légalement tenir avant l’entrée en vigueur du présent article.

1991, ch. 45, art. 243; 1997, ch. 15, art. 365(A); 2007, ch. 6, art. 351(A).

 

 

Place of records

244 (1) The records described in section 243 shall be kept at the head office of the company or at such other place in Canada as the directors think fit.

Lieu de conservation

244 (1) Les livres sont conservés au siège de la société ou en tout lieu au Canada convenant au conseil.

 

 

Current to February 11, 2020

   143    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Head Office and Corporate Records

  

Siège et livres

Sections 244-245    Articles 244-245

 

Notice of place of records

(2) Where any of the records described in section 243 are not kept at the head office of a company, the company shall notify the Superintendent of the place where the records are kept.

Avis

(2) Lorsque certains livres ne se trouvent pas au siège, la société envoie au surintendant un avis du lieu où ils sont conservés.

 

 

Exception

(3) Subsection (1) does not apply in respect of records of a branch of the company outside Canada or in respect of customers of such a branch.

Exception

(3) Le paragraphe (1) ne s’applique pas aux livres d’un bureau situé à l’étranger ou à l’égard de ses clients.

 

 

Inspection

(4) The records described in section 243, other than those described in paragraph 243(2)(d), shall at all reasonable times be open to inspection by the directors.

Consultation

(4) Les administrateurs doivent pouvoir consulter à tout moment opportun les livres visés à l’article 243, à l’exception de ceux mentionnés à l’alinéa 243(2)d).

 

 

Access to company records

(5) Shareholders and creditors of a company and their personal representatives may examine the records referred to in subsection 243(1) during the usual business hours of the company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the company and take extracts from them or have copies of them made.

Consultation

(5) Les actionnaires et les créanciers de la société, ainsi que leurs représentants personnels, peuvent consulter les livres visés au paragraphe 243(1) pendant les heures normales d’ouverture des bureaux de la société et en reproduire gratuitement des extraits ou en obtenir des copies sur paiement de droits raisonnables; dans le cas d’une société ayant fait appel au public, cette faculté doit être accordée à toute autre personne, sur paiement d’un droit raisonnable.

 

 

Electronic access

(5.1) A company may make the information contained in records referred to in subsection 243(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

Accès par voie électronique

(5.1) L’accès aux renseignements figurant dans les livres visés au paragraphe 243(1) peut être donné à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements demandés sous une forme écrite compréhensible.

 

 

Copies of by-laws

(6) Every shareholder of a company is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the company.

1991, c. 45, s. 244; 2001, c. 9, s. 511; 2005, c. 54, s. 415.

Exemplaires

(6) Les actionnaires peuvent sur demande et sans frais, une fois par année civile, obtenir un exemplaire des règlements administratifs de la société.

1991, ch. 45, art. 244; 2001, ch. 9, art. 511; 2005, ch. 54, art. 415.

 

 

Shareholder lists

245 (1) A person who is entitled to a basic list of shareholders of a company (in this section referred to as the “applicant”) may request the company to furnish the applicant with a basic list within ten days after receipt by the company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the company shall comply with the request.

Liste des actionnaires

245 (1) La personne qui a droit d’obtenir la liste principale des actionnaires (appelée « requérant » au présent article) peut demander à la société de la lui fournir dans les dix jours suivant la réception de la déclaration sous serment visée au paragraphe (2); sur paiement d’un droit raisonnable, la société doit satisfaire à la demande.

 

 

Current to February 11, 2020

   144    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Head Office and Corporate Records

  

Siège et livres

Section 245    Article 245

 

Affidavit and contents

(2) A request under subsection (1) must be accompanied by an affidavit containing

(a) the name and address of the applicant,

(b) the name and address for service of the entity, if the applicant is an entity, and

(c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 247,

Teneur de la déclaration

(2) La demande doit être accompagnée d’une déclaration sous serment énonçant :

a) les nom et adresse du requérant;

b) les nom et adresse, aux fins de signification, de l’entité éventuellement requérante;

c) l’engagement de n’utiliser que conformément à l’article 247 la liste principale des actionnaires et les listes supplétives obtenues en vertu des paragraphes (5) et (6).

 

and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

Dans le cas où le requérant est une entité, celle-ci fait établir la déclaration sous serment par un de ses administrateurs ou dirigeants ou par une personne exerçant des fonctions similaires.

 

 

Entitlement

(3) A shareholder or creditor of a company or their personal representative — or if the company is a distributing company, any person — is entitled to a basic list of shareholders of the company.

Liste des actionnaires

(3) Les actionnaires et les créanciers de la société, ainsi que leurs représentants personnels — et toute autre personne dans le cas d’une société ayant fait appel au public — peuvent obtenir la liste principale des actionnaires.

 

 

Basic list

(4) A basic list of shareholders of a company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

(a) the names of the shareholders of the company;

(b) the number of shares owned by each shareholder; and

(c) the address of each shareholder as shown in the records of the company.

Liste principale

(4) La liste principale des actionnaires mise à jour au moins dix jours avant la réception de la déclaration sous serment énonce :

a) les noms des actionnaires;

b) le nombre d’actions détenues par chaque actionnaire;

c) l’adresse de chaque actionnaire telle qu’elle figure dans les livres.

 

 

Supplemental lists

(5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

Listes supplétives

(5) La personne qui affirme dans la déclaration sous serment avoir besoin, outre la liste principale, de listes supplétives quotidiennes indiquant les modifications apportées à la liste principale peut, sur paiement d’un droit raisonnable, en demander la remise à la société ou à son mandataire.

 

 

When supplemental lists to be furnished

(6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5)

 

Remise des listes supplétives

(6) La société ou son mandataire remet les listes supplétives :

 

 

Current to February 11, 2020

   145    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Head Office and Corporate Records

  

Siège et livres

Sections 245-248    Articles 245-248

 

(a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

(b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

1991, c. 45, s. 245; 2005, c. 54, s. 416; 2007, c. 6, ss. 352(E), 451(E).

a) dans les dix jours suivant la remise de la liste principale, si les modifications sont antérieures à la date de la remise;

b) sinon, dans les dix jours suivant la date indiquée dans la dernière liste supplétive.

1991, ch. 45, art. 245; 2005, ch. 54, art. 416; 2007, ch. 6, art. 352(A) et 451(A).

 

 

Option holders

246 A person requiring a company to supply a basic list or a supplemental list of shareholders may also require the company to include in that list the name and address of any known holder of an option or right to acquire shares of the company.

Détenteurs d’options

246 Il est possible de demander à la société de faire figurer sur la liste principale ou supplétive les nom et adresse des détenteurs connus d’option ou de droits d’acquérir des actions de cette société.

 

 

Use of shareholder list

247 A list of shareholders obtained under section 245 shall not be used by any person except in connection with

(a) an effort to influence the voting of shareholders of the company;

(b) an offer to acquire shares of the company; or

(c) any other matter relating to the affairs of the company.

Utilisation de la liste des actionnaires

247 La liste des actionnaires obtenue en vertu de l’article 245 ne peut être utilisée que dans le cadre :

a) soit de tentatives en vue d’influencer le vote des actionnaires de la société;

b) soit de l’offre d’acquérir des actions de la société;

c) soit de toute autre question concernant les affaires internes de la société.

 

 

Form of records

248 (1) A register or other record required or authorized by this Act to be prepared and maintained by a company

(a) may be in a bound or loose-leaf form or in a photographic film form; or

(b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

Forme des registres

248 (1) Les livres et registres exigés et autorisés par la présente loi peuvent être tenus :

a) soit dans une reliure, en feuillets mobiles ou sous forme de film;

b) soit à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements demandés sous une forme écrite compréhensible.

 

 

Conversion of records

(2) Registers and records maintained in one form may be converted to any other form.

Conversion

(2) La société peut changer la forme de ses livres et registres.

 

 

Destruction of converted records

(3) Notwithstanding section 251, a company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Destruction

(3) Par dérogation à l’article 251, la société peut, lorsqu’elle change la forme de ses registres ou livres, détruire les précédents.

 

 

Current to February 11, 2020

   146    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Head Office and Corporate Records

  

Siège et livres

Sections 249-251    Articles 249-251

 

Protection of records

249 A company and its agents shall take reasonable precautions to

(a) prevent loss or destruction of,

(b) prevent falsification of entries in,

(c) facilitate detection and correction of inaccuracies in, and

(d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Act to be prepared and maintained.

Précautions

249 La société et ses mandataires prennent, à l’égard des registres et des autres livres exigés et autorisés par la présente loi, les mesures suffisantes pour :

a) en empêcher la perte ou la destruction;

b) empêcher la falsification des écritures;

c) faciliter la découverte et la rectification des erreurs;

d) faire en sorte qu’aucune personne non autorisée n’ait accès aux renseignements qui y sont contenus ou ne les utilise.

 

 

Requirement to maintain copies and process information in Canada

250 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a company to maintain, in another country, copies of records referred to in section 243 or of its central securities register or for a company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a company to do any of those activities in another country — the Superintendent shall direct the company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

Lieu de conservation et de traitement des données

250 (1) S’il estime que la conservation dans un pays étranger des exemplaires de livres visés à l’article 243 ou du registre central des valeurs mobilières de la société ou le fait de traiter dans un pays étranger les renseignements et données se rapportant à la tenue et à la conservation des livres ou du registre constitue un obstacle à l’exécution des fonctions qui lui sont conférées en vertu de la présente loi, ou s’il est avisé que cela n’est pas, selon le ministre, dans l’intérêt national, le surintendant ordonne à la société de s’abstenir de se livrer à ces activités dans ce pays ou de ne s’y livrer qu’au Canada.

 

 

Company to comply

(2) A company shall without delay comply with any direction issued under subsection (1).

1991, c. 45, s. 250; 2001, c. 9, s. 512; 2005, c. 54, s. 417; 2007, c. 6, s. 353.

Obligation de se conformer

(2) La société doit exécuter sans délai l’ordre visé au paragraphe (1).

1991, ch. 45, art. 250; 2001, ch. 9, art. 512; 2005, ch. 54, art. 417; 2007, ch. 6, art. 353.

 

 

Retention of records

251 (1) A company shall retain

(a) the records of the company referred to in subsection 243(1);

(b) any record of the company referred to in paragraph 243(2)(a) or (b); and

(c) the central securities register referred to in subsection 253(1).

Conservation des livres et registres

251 (1) La société est tenue de conserver :

a) les livres visés au paragraphe 243(1);

b) les livres visés aux alinéas 243(2)a) et b);

c) le registre central des valeurs mobilières visé au paragraphe 253(1).

 

 

Current to February 11, 2020

   147    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Head Office and Corporate Records

  

Siège et livres

Sections 251-253    Articles 251-253

 

Idem

(2) A company shall retain all signature cards and signing authorities or copies thereof relating to any deposit or instrument in respect of which the company has paid an amount to the Bank of Canada pursuant to section 424 until the Bank of Canada notifies the company that they need no longer be retained.

Autres documents

(2) La société doit également conserver toutes les cartes et délégations de signature afférentes aux dépôts ou effets à l’égard desquels elle a versé des sommes à la Banque du Canada en application de l’article 424, ou leurs copies, jusqu’à ce que la Banque du Canada l’avise qu’elle ne sont plus requises.

 

 

Evidence

(3) Copies of the signature cards and signing authorities referred to in subsection (2) may be kept in any manner or form referred to in paragraphs 248(1)(a) and (b) and any such copies, or prints therefrom, are admissible in evidence in the same manner and to the same extent as the original signature cards and signing authorities.

Preuve

(3) Les copies visées au paragraphe (2) peuvent être conservées en la forme prévue aux alinéas 248(1)a) et b) et celles-ci et les imprimés qui en sont tirés sont admissibles en preuve et ont la même force probante que les originaux en l’occurence.

 

 

Relief

(4) Nothing in this section affects the operation of any statute of limitation or prescription or relieves the company from any obligation to the Bank of Canada in respect of any deposit or instrument in respect of which section 424 applies.

Obligation

(4) Le présent article ne fait pas obstacle à l’application des dispositions relatives aux délais et à la prescription ni ne libère la société de son obligation envers la Banque du Canada à l’égard des dépôts et effets visés par l’article

424.

 

 

Regulations

252 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a company and the length of time those records, papers and documents are to be retained.

Règlements

252 Le gouverneur en conseil peut prendre des règlements concernant la durée de conservation et la nature des livres, registres ou autres documents à conserver par la société.

 

 

Securities Registers

Central securities register

253 (1) A company shall maintain a central securities register in which it shall record the securities, within the meaning of section 84, issued by it in registered form, showing in respect of each class or series of securities

(a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

(b) the number of securities held by each security holder; and

(c) the date and particulars of the issue and transfer of each security.

Registres des valeurs mobilières

Registre central des valeurs mobilières

253 (1) La société tient un registre central des valeurs mobilières, au sens de l’article 84, qu’elle a émises à titre nominatif, indiquant pour chaque catégorie ou série :

a) les noms, par ordre alphabétique, et la dernière adresse connue de leurs détenteurs et de leurs prédécesseurs;

b) le nombre des valeurs détenues par chacun des détenteurs;

c) la date et les conditions de l’émission et du transfert de chaque valeur.

 

 

Former-Act and continued companies

(2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a former-Act company or by a body corporate continued, or amalgamated and continued, as a company under this Act before the continuance,

Assimilation

(2) Pour l’application du paragraphe (1), sont assimilés au registre central des valeurs mobilières les registres similaires que devaient légalement tenir les sociétés antérieures et les personnes morales prorogées, ou fusionnées et prorogées, comme sociétés sous le régime

 

 

Current to February 11, 2020

   148    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Securities Registers

  

Registres des valeurs mobilières

Section 253    Article 253

 

amalgamation or coming into force of this section, as the case may be.

Access to central securities register

(3) Shareholders and creditors of a company and their personal representatives may examine the central securities register during the usual business hours of the company and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the company and take extracts from it or have copies of it made.

Electronic access

(4) The company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

Affidavit and undertaking

(5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 247. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

 

 

 

 

Supplementary information

(6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent to provide supplementary information setting out any changes made to the register.

de la présente loi avant leur prorogation ou fusion ou l’entrée en vigueur du présent article, selon le cas.

Consultation

(3) Les actionnaires et les créanciers de la société, ainsi que leurs représentants personnels, peuvent consulter le registre des valeurs mobilières pendant les heures normales d’ouverture des bureaux de la société et en reproduire gratuitement des extraits ou en obtenir des copies sur paiement de droits raisonnables; dans le cas d’une société ayant fait appel au public, cette faculté doit être accordée à toute autre personne, sur paiement d’un droit raisonnable.

Accès par voie électronique

(4) L’accès aux renseignements figurant dans le registre des valeurs mobilières peut être donné à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de produire, dans un délai raisonnable, les renseignements demandés sous une forme écrite compréhensible.

Déclaration

(5) La personne désireuse de consulter le registre des valeurs mobilières et d’en reproduire ou d’en obtenir des extraits transmet à la société une déclaration sous serment énonçant :

a) ses nom et adresse;

b) l’engagement d’utiliser les renseignements figurant au registre des valeurs mobilières conformément au cadre relatif à la liste des actionnaires qui est décrit à l’article 247;

c) si la demande émane d’une entité, ses nom et adresse aux fins de signification ainsi que la déclaration sous serment d’un de ses administrateurs ou dirigeants ou d’une personne qui agit en une qualité similaire selon laquelle elle souscrit à l’engagement prévu à l’alinéa b).

Renseignements supplémentaires

(6) La personne désireuse de consulter le registre des valeurs mobilières et d’en reproduire ou d’en obtenir des extraits qui affirme dans la déclaration sous serment avoir aussi besoin des renseignements supplémentaires indiquant les modifications apportées au registre des valeurs mobilières peut, sur paiement d’un droit raisonnable, en demander la remise à la société ou à son mandataire.

 

 

Current to February 11, 2020

   149    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Securities Registers

  

Registres des valeurs mobilières

Sections 253-258    Articles 253-258

 

When supplementary information to be provided

(7) A company or its agent shall provide the supplementary information within

(a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

(b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

1991, c. 45, s. 253; 2001, c. 9, s. 513; 2005, c. 54, s. 418.

 

Branch registers

254 A company may establish as many branch securities registers as it considers necessary.

Agents

255 A company may appoint an agent to maintain its central securities register and each of its branch securities registers.

Location of central securities register

256 (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company.

Location of branch securities register

(2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company.

Effect of registration

257 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

Particulars in branch register

258 (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

Particulars in central register

(2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.

Remise

(7) La société ou son mandataire remet les renseignements supplémentaires :

a) dans les dix jours suivant le jour où la personne a consulté le registre des valeurs mobilières, si les modifications sont antérieures à ce jour;

b) sinon, dans les dix jours suivant la date des derniers renseignements supplémentaires.

1991, ch. 45, art. 253; 2001, ch. 9, art. 513; 2005, ch. 54, art. 418.

 

Registres locaux

254 La société peut créer autant de registres locaux qu’elle estime nécessaire.

Mandataires

255 La société peut charger un mandataire de tenir le registre central des valeurs mobilières et chacun des registres locaux.

Lieu de conservation

256 (1) La société tient le registre central des valeurs mobilières à son siège ou en tout autre lieu au Canada fixé par le conseil d’administration.

Idem

(2) Le conseil d’administration fixe également le lieu, au Canada ou à l’étranger, où les registres locaux peuvent être tenus.

Effet de l’enregistrement

257 Toute mention de l’émission ou du transfert d’une valeur mobilière sur l’un des registres en constitue un enregistrement complet et valide.

 

Conditions

258 (1) Les conditions mentionnées dans les registres locaux ne concernent que les valeurs mobilières émises ou transférées au bureau concerné.

Idem

(2) Les conditions des émissions ou transferts de valeurs mobilières mentionnées dans un registre local sont également portées au registre central.

 

 

Current to February 11, 2020

   150    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Securities Registers

  

Registres des valeurs mobilières

Sections 259-270    Articles 259-270

 

Destruction of certificates

259 A company, its agent or a trustee within the meaning of section 299 is not required to produce

(a) a cancelled security certificate in registered form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

(b) a cancelled security certificate in bearer form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

(c) an instrument referred to in subsection 72(1) or a like instrument, irrespective of its form, after the date of its expiration.

Destruction des certificats

259 La société, ses mandataires, ou le fiduciaire, au sens de l’article 299, ne sont pas tenus de produire :

a) plus de six ans après leur annulation, les certificats de valeurs mobilières nominatives, les titres visés au paragraphe 72(1) ou les titres nominatifs semblables;

b) après leur annulation, les certificats de valeurs mobilières au porteur, les titres visés au paragraphe 72(1) ou les titres au porteur semblables;

c) après l’expiration de leur délai de validité, les titres visés au paragraphe 72(1) ou les titres semblables quelle que soit leur forme.

 

Corporate Name and Seal

Publication of name

260 A company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.

Corporate seal

261 (1) A company may adopt a corporate seal and change one that it adopted.

Validity of unsealed documents

(2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.

1991, c. 45, s. 261; 2005, c. 54, s. 419.

262 to 269 [Repealed, 1997, c. 15, s. 366]

Insiders

Definitions

270 (1) In this section and sections 271 to 277,

affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)

Dénomination sociale et sceau

Publicité de la dénomination sociale

260 Le nom de la société doit figurer lisiblement sur tous les contrats, factures, effets négociables et autres documents, établis par elle ou en son nom, qui constatent des droits ou obligations à l’égard des tiers.

 

Sceau

261 (1) La société peut adopter un sceau et le modifier par la suite.

 

Absence de sceau

(2) L’absence du sceau de la société sur tout document signé en son nom ne le rend pas nul.

1991, ch. 45, art. 261; 2005, ch. 54, art. 419.

262 à 269 [Abrogés, 1997, ch. 15, art. 366]

Initiés

Définitions

270 (1) Les définitions qui suivent s’appliquent au présent article et aux articles 271 à 277.

action Action avec droit de vote, y compris :

a) la valeur mobilière immédiatement convertible en une telle action;

b) les options et droits susceptibles d’exercice immédiat permettant d’acquérir une telle action ou la valeur mobilière visée à l’alinéa a). (share)

 

 

Current to February 11, 2020

   151    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Insiders

  

Initiés

Sections 270-271    Articles 270-271

 

call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

distributing company [Repealed, 2005, c. 54, s. 420]

insider [Repealed, 2005, c. 54, s. 420]

officer, in relation to a company, means

(a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or

(b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; (dirigeant d’une société)

put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

share means a voting share and includes

(a) a security currently convertible into a voting share, and

(b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). (action)

dirigeant d’une société Selon le cas :

a) la personne désignée à ce titre par règlement administratif ou résolution du conseil d’administration de la société, notamment le premier dirigeant, le président, le vice-président, le secrétaire, le contrôleur financier ou le trésorier;

b) la personne physique qui exécute pour la société des fonctions semblables à celles remplies par la personne visée à l’alinéa a). (officer)

groupe Sont du même groupe les personnes morales qui le sont au sens du paragraphe 6(2). (affiliate)

initié [Abrogée, 2005, ch. 54, art. 420]

option d’achat Option négociable par tradition ou transfert qui permet d’exiger la livraison d’un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. (call)

option de vente Option négociable par tradition ou transfert qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. (put)

regroupement d’entreprises Acquisition de la totalité ou de la quasi-totalité des éléments d’actif d’une personne morale par une autre ou fusion de personnes morales ou réorganisation semblable mettant en cause de telles personnes. (business combination)

société ayant fait appel au public [Abrogée, 2005, ch. 54, art. 420]

 

Control

(2) For the purposes of this section and sections 271 to 277, 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).

(3) and (4) [Repealed, 2005, c. 54, s. 420]

1991, c. 45, s. 270; 2005, c. 54, s. 420.

 

Contrôle

(2) Pour l’application du présent article et des articles 271 à 277, une personne contrôle une personne morale si elle la contrôle au sens de l’article 3, abstraction faite de l’alinéa 3(1)d).

(3) et (4) [Abrogés, 2005, ch. 54, art. 420]

1991, ch. 45, art. 270; 2005, ch. 54, art. 420.

 

Insider Reporting

Insider report

271 An insider shall submit an insider report in accordance with the regulations.

1991, c. 45, s. 271; 1997, c. 15, s. 367; 2005, c. 54, s. 421.

Rapport d’initié

Rapport d’initié

271 Un initié doit présenter un rapport d’initié conformément aux règlements.

1991, ch. 45, art. 271; 1997, ch. 15, art. 367; 2005, ch. 54, art. 421.

 

 

Current to February 11, 2020

   152    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Insider Reporting

  

Rapport d’initié

Sections 272-275    Articles 272-275

 

Exemption by Superintendent

272 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 271. The exemption may be given retroactive effect and the Superintendent shall publish the particulars of the exemption and the reasons for it in a periodical available to the public.

1991, c. 45, s. 272; 2005, c. 54, s. 421.

Ordonnance de dispense

272 À la demande d’un initié, le surintendant peut, par écrit et aux conditions qu’il juge utiles, le dispenser, même rétroactivement, de toute exigence visée à l’article 271. Il fait alors publier dans un périodique accessible au public les modalités et raisons de la dispense.

1991, ch. 45, art. 272; 2005, ch. 54, art. 421.

 

 

272.1 [Repealed, 2005, c. 54, s. 421]

Regulations

273 The Governor in Council may make regulations for carrying out the purposes of sections 271 and 272, including

(a) defining “insider” for the purposes of sections 271 and section 272;

(b) respecting the form and content of an insider report; and

(c) respecting the submission or publication of an insider report.

1991, c. 45, s. 273; 2005, c. 54, s. 421.

272.1 [Abrogé, 2005, ch. 54, art. 421]

Règlements

273 Le gouverneur en conseil peut, par règlement, prendre toute mesure d’application des articles 271 et 272, notamment :

a) définir le terme « initié » pour l’application des articles 271 et 272;

b) fixer le contenu et la forme des rapports d’initié;

c) établir les règles à suivre concernant la présentation des rapports d’initié et la publicité dont ils font l’objet.

1991, ch. 45, art. 273; 2005, ch. 54, art. 421.

 

 

274 [Repealed, 2005, c. 54, s. 421]

Insider Trading

Meaning of insider

275 (1) In this section, insider means with respect to a distributing company

(a) a director or officer of the company;

(b) a director or officer of a subsidiary of the company;

(c) a director or officer of a body corporate that enters into a business combination with the company; or

(d) a person employed or retained by the company.

 

274 [Abrogé, 2005, ch. 54, art. 421]

 

Opérations d’initiés

Définition de initié

275 (1) Au présent article, initié désigne, relativement à une société ayant fait appel au public, l’une des personnes suivantes :

a) tout administrateur ou dirigeant de celle-ci;

b) tout administrateur ou dirigeant d’une filiale de celle-ci;

c) tout administrateur ou dirigeant d’une personne morale qui participe à un regroupement d’entreprises avec celle-ci;

d) toute personne à son emploi ou dont elle retient les services.

 

 

Prohibition — short sale

(2) No insider may knowingly sell, directly or indirectly, a security of a distributing company or of any of the distributing company’s affiliates if the insider does not own or has not fully paid for the security.

Interdiction de vente à découvert

(2) Les initiés ne peuvent sciemment vendre, même indirectement, les valeurs mobilières d’une société ayant fait appel au public ou d’une personne morale de son groupe, dont ils ne sont pas propriétaires ou qu’ils n’ont pas entièrement libérées.

 

 

Current to February 11, 2020

   153    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Insider Trading

  

Opérations d’initiés

Sections 275-276    Articles 275-276

 

Exception

(3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they

(a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or

(b) transfer the convertible security, option or right to the purchaser.

 

 

Prohibition — calls and puts

(4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a company or of any of the company’s affiliates.

1991, c. 45, s. 275; 2005, c. 54, s. 422.

Exception

(3) Par dérogation au paragraphe (2), les initiés peuvent vendre les valeurs mobilières dont ils ne sont pas propriétaires qui résultent de la conversion de valeurs mobilières dont ils sont propriétaires ou vendre celles dont ils ne sont pas propriétaires qu’ils ont l’option ou le droit d’acquérir, si, dans les dix jours suivant la vente :

a) soit ils exercent leur privilège de conversion, leur option ou leur droit et livrent les valeurs mobilières à l’acheteur;

b) soit ils transfèrent à l’acheteur leurs valeurs mobilières convertibles, leur option ou leur droit.

Options d’achat ou de vente

(4) Les initiés ne peuvent sciemment, même indirectement, acheter ou vendre des options d’achat ou de vente portant sur les valeurs mobilières de la société ou des personnes morales de son groupe.

1991, ch. 45, art. 275; 2005, ch. 54, art. 422.

 

 

Civil Remedies

Extended meaning of insider

276 (1) In this section and sections 276.1 and 277, insider with respect to a company means

(a) the company;

(b) an affiliate of the company;

(c) a director or officer of the company or of any person described in paragraph (b), (d) or (f);

(d) a person who beneficially owns directly or indirectly, or who exercises control or direction over or has a combination of ownership, control and direction in respect of, shares of the company carrying more than the prescribed percentage of the voting rights attached to all of the company’s outstanding shares not including shares held by the person as underwriter while those shares are in the course of a distribution to the public;

(e) a person, other than a person described in paragraph (f), who is employed or retained by the company or by a person described in paragraph (f);

(f) a person who engages in or proposes to engage in any business or professional activity with or on behalf of the company;

Recours

Définition de initié

276 (1) Au présent article et aux articles 276.1 et 277, initié désigne, relativement à une société, les personnes suivantes :

a) la société elle-même;

b) les personnes morales de son groupe;

c) ses administrateurs et dirigeants ou ceux d’une personne visée aux alinéas b), d) ou f);

d) toute personne qui a la propriété effective —directement ou indirectement — d’actions émises par elle ou qui exerce le contrôle ou a la haute main sur de telles actions, ou qui possède une combinaison de ces éléments, ces actions comportant un pourcentage des voix attachées à l’ensemble des actions en circulation de la société supérieur au pourcentage réglementaire, à l’exclusion des actions que cette personne détient en qualité de placeur pendant qu’elles font l’objet d’une souscription publique;

e) toute personne — à l’exclusion de celle visée à l’alinéa f) — dont les services sont retenus ou qui est employée par elle ou par une personne visée à l’alinéa f);

f) toute personne qui exerce ou se propose d’exercer une activité commerciale ou professionnelle avec elle ou pour son compte;

 

 

Current to February 11, 2020

   154    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Civil Remedies

  

Recours

Section 276

  

Article 276

 

(g) a person who received material confidential information concerning the company while they were a person described in any of paragraphs (a) to (f);

(h) a person who receives material confidential information from a person who is and who they know or ought reasonably to have known is a person described in this subsection, including in this paragraph, or subsection (3) or (4); or

(i) a prescribed person.

g) toute personne qui, pendant qu’elle était visée par un des alinéas a) à f), a reçu des renseignements confidentiels importants la concernant;

h) toute personne qui reçoit des renseignements confidentiels importants d’une personne visée par le présent paragraphe — notamment par le présent alinéa — ou par les paragraphes (3) ou (4) qu’elle sait ou aurait raisonnablement dû savoir qu’ils étaient donnés par une telle personne;

i) toute autre personne visée par les règlements.

 

 

Extended meaning of security

(2) For the purposes of this section, each of the following is deemed to be a security of a company:

(a) a put, call, option or other right or obligation to purchase or sell a security of the company; and

(b) a security of another entity, the market price of which varies materially with the market price of the securities of the company.

Présomption relative aux valeurs mobilières

(2) Pour l’application du présent article, sont réputées des valeurs mobilières de la société :

a) les options de vente ou d’achat, ainsi que les autres droits ou obligations visant l’achat ou la vente de ces valeurs mobilières;

b) les valeurs mobilières d’une autre entité dont le cours suit sensiblement celui des valeurs mobilières de la société.

 

 

Deemed insider — take-over bid or business combination

(3) For the purposes of this section and subsection 276.1(1), a person who proposes to make a take-over bid as defined in the regulations for securities of a company or to enter into a business combination with a company is an insider of the company with respect to material confidential information obtained from the company.

Présomption — offre d’achat visant à la mainmise

(3) Toute personne qui se propose de faire une offre d’achat visant à la mainmise — au sens des règlements —des valeurs mobilières d’une société ou qui se propose de participer à un regroupement d’entreprises avec une société est un initié de la société en ce qui a trait aux renseignements confidentiels importants obtenus de celle-ci, pour l’application du présent article et du paragraphe 276.1(1).

 

 

Deemed insider — affiliate or associate

(4) An insider of a person referred to in subsection (3), or the person’s affiliate or associate, is an insider of the company referred to in that subsection. Paragraphs (1)(b) to (i) apply in making this determination except that references to “company” are to be read as references to “person described in subsection (3)”.

Présomption — personne de même groupe et associé

(4) L’initié — au sens des alinéas (1)b) à i), la mention de « société » y valant mention d’une « personne visée au paragraphe (3) » — d’une personne visée au paragraphe (3), ainsi que la personne du même groupe que celle-ci ou son associé, est un initié de la société visée à ce paragraphe.

 

 

Meaning of associate

(5) In subsection (4), associate means with respect to a person

(a) a body corporate that the person directly or indirectly controls, determined without regard to paragraph 3(1)(d), or of which they beneficially own shares or securities currently convertible into shares carrying more than 10% 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

Associé

(5) Au paragraphe (4), « associé » désigne, relativement à une personne :

a) la personne morale qu’elle contrôle, directement ou indirectement — abstraction faite de l’alinéa 3(1)d) —, ou dans laquelle elle a la propriété effective soit d’un certain nombre d’actions, ou de valeurs mobilières immédiatement convertibles en actions, conférant plus de dix pour cent des droits de vote en tout état de cause ou en raison de la survenance d’un fait qui

 

 

Current to February 11, 2020

   155    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Civil Remedies

  

Recours

Sections 276-276.1

  

Articles 276-276.1

 

exercisable option or right to purchase the shares or convertible securities;

(b) a partner of the person acting on behalf of the partnership of which they are partners;

(c) a trust or estate in which the person 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 person;

(e) a child of the person or of their spouse or common-law partner; or

(f) if that relative has the same residence as the person, a relative of the person or of their spouse or common-law partner.

demeure, soit d’une option ou d’un droit susceptibles d’exercice immédiat et permettant d’acquérir de telles actions ou valeurs mobilières;

b) son associé dans une société de personnes qui agit pour le compte de celle-ci;

c) la fiducie ou la succession dans lesquelles elle a un intérêt substantiel à titre de véritable propriétaire ou à l’égard desquelles elle remplit des fonctions de fiduciaire, d’exécuteur testamentaire ou des fonctions analogues;

d) son époux ou conjoint de fait;

e) ses enfants ou ceux de son époux ou conjoint de fait;

f) ses autres parents — ou ceux de son époux ou conjoint de fait — qui partagent sa résidence.

 

 

Insider trading — compensation to sellers and purchasers

(6) An insider of a company who purchases or sells a security of the company with knowledge of confidential information that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the company is liable to compensate the seller or purchaser of the security, as the case may be, for any loss suffered by them as a result of the purchase or sale unless the insider establishes that

(a) the insider reasonably believed that the information had been generally disclosed;

(b) the information was known or ought reasonably to have been known by the seller or purchaser; or

(c) the purchase or sale of the security took place in the prescribed circumstances.

Responsabilité : opération effectuée par l’initié

(6) L’initié d’une société qui achète ou vend une valeur mobilière de la société tout en ayant connaissance d’un renseignement confidentiel qui, s’il était généralement connu, provoquerait vraisemblablement une modification sensible du prix des valeurs mobilières de la société est tenu d’indemniser le vendeur ou l’acheteur des dommages résultant de cette opération, sauf s’il établit l’un ou l’autre des éléments suivants :

a) il avait des motifs raisonnables de croire que le renseignement avait été préalablement diffusé;

b) le vendeur ou l’acheteur avait connaissance ou aurait raisonnablement dû avoir connaissance de ce renseignement;

c) l’achat ou la vente de la valeur mobilière a eu lieu dans les circonstances réglementaires.

 

 

Insider trading — compensation to company

(7) The insider is accountable to the company for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (6) unless they establish the circumstances described in paragraph (6)(a).

1991, c. 45, s. 276; 2005, c. 54, s. 422.

Responsabilité : opération effectuée par l’initié

(7) Il est également redevable envers la société des profits ou avantages qu’il tire ou a tirés de cette opération, sauf s’il établit l’élément visé à l’alinéa (6)a).

1991, ch. 45, art. 276; 2005, ch. 54, art. 422.

 

 

Tipping — compensation to sellers and purchasers

276.1 (1) An insider of a company who discloses confidential information with respect to the company that has not been generally disclosed and that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the company is liable

Responsabilité : divulgation par l’initié

276.1 (1) L’initié d’une société qui divulgue à quiconque un renseignement confidentiel relatif à la société qui n’a pas été préalablement diffusé et qui, s’il était généralement connu, provoquerait vraisemblablement une modification sensible du prix des

 

 

Current to February 11, 2020

   156    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Civil Remedies

  

Recours

Sections 276.1-277

  

Articles 276.1-277

 

to compensate any person who subsequently sells securities of the company to or purchases them from any person who received the information unless the insider establishes that

(a) the insider reasonably believed that the information had been generally disclosed;

(b) the information was known or ought reasonably to have been known by the person who alleges that they suffered the loss;

(c) if the insider is not a person described in subsection 276(3) or (4), the disclosure of the information was necessary in the course of their business; or

(d) if the insider is a person described in subsection 276(3) or (4), the disclosure of the information was necessary to effect the take-over bid or business combination.

valeurs mobilières de la société est tenu d’indemniser le vendeur ou l’acheteur de ces valeurs mobilières des dommages qu’il subit en raison d’une opération qu’il effectue avec une personne à qui le renseignement a été communiqué, sauf si l’initié établit l’un ou l’autre des éléments suivants :

a) il avait des motifs raisonnables de croire que le renseignement avait été préalablement diffusé;

b) la personne qui prétend avoir subi les dommages avait connaissance ou aurait raisonnablement dû avoir connaissance de ce renseignement;

c) il n’est pas un initié visé aux paragraphes 276(3) ou (4) et la divulgation du renseignement était nécessaire dans le cadre de ses activités commerciales;

d) il est un initié visé aux paragraphes 276(3) ou (4) et la divulgation du renseignement était nécessaire pour effectuer une offre d’achat visant à la mainmise ou un regroupement d’entreprises.

 

 

Tipping — compensation to company

(2) The insider is accountable to the company for any benefit or advantage received or receivable by them as a result of a disclosure of information as described in subsection (1) unless they establish the circumstances described in paragraph (1)(a), (c) or (d).

2005, c. 54, s. 422.

Avantages et profits

(2) Il est également redevable envers la société des profits ou avantages qu’il tire ou a tirés à la suite de cette divulgation, sauf s’il établit un des éléments visés aux alinéas (1)a), c) ou d).

2005, ch. 54, art. 422.

 

 

Measure of damages

277 (1) The court may assess damages under subsection 276(6) or 276.1(1) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in respect of a security of a distributing company, the court shall consider the following:

(a) if the plaintiff is a purchaser, the price that they paid for the security less the average market price of the security over the 20 trading days immediately following general disclosure of the information; and

(b) if the plaintiff is a seller, the average market price of the security over the 20 trading days immediately following general disclosure of the information, less the price that they received for the security.

Évaluation des dommages

277 (1) Le tribunal évalue les dommages visés aux paragraphes 276(6) ou 276.1(1) en utilisant les critères qu’il juge indiqués dans les circonstances. Toutefois, dans le cas où il s’agit d’une valeur mobilière d’une société ayant fait appel au public, il tient compte de ce qui suit :

a) si le demandeur en est l’acheteur, le prix de son acquisition, duquel est soustrait le cours moyen de celle-ci durant les vingt jours d’activité à la bourse de valeurs mobilières qui suivent la diffusion du renseignement;

b) si le demandeur en est le vendeur, le cours moyen de la valeur mobilière durant les vingt jours d’activité à la bourse de valeurs mobilières qui suivent la diffusion du renseignement, duquel est soustrait le prix reçu pour cette valeur mobilière.

 

 

Liability — more than one insider

(2) If more than one insider is liable under subsection 276(6) or 276.1(1) with respect to the same transaction or

Responsabilité solidaire

(2) Lorsqu’elle est partagée entre plusieurs initiés responsables au titre des paragraphes 276(6) ou 276.1(1)

 

 

Current to February 11, 2020

   157    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Civil Remedies

  

Recours

Sections 277-279

  

Articles 277-279

 

series of transactions, their liability is joint and several, or solidary.

 

 

Limitation

(3) An action to enforce a right created by subsection 276(6) or (7) or section 276.1 may be commenced only within two years after discovery of the facts that gave rise to the cause of action.

1991, c. 45, s. 277; 2005, c. 54, s. 422.

à l’égard d’une même opération ou série d’opérations, la responsabilité est solidaire.

Prescription

(3) Toute action tendant à faire valoir un droit découlant des paragraphes 276(6) ou (7) ou de l’article 276.1 se prescrit par deux ans à compter de la découverte des faits qui y donnent lieu.

1991, ch. 45, art. 277; 2005, ch. 54, art. 422.

 

 

Prospectus

Distribution

278 (1) No person including a company shall distribute securities of a company except in accordance with the regulations made under subsection (2).

Prospectus

Mise en circulation

278 (1) Quiconque, y compris une société, met les valeurs mobilières d’une société en circulation doit le faire conformément aux règlements pris en vertu du paragraphe (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. 45, s. 278; 2005, c. 54, s. 422.

Règlements

(2) Le gouverneur en conseil peut prendre des règlements concernant la mise en circulation de valeurs mobilières d’une société, notamment des règlements :

a) concernant l’information qui doit être communiquée par une société avant la mise en circulation de ses valeurs mobilières, notamment l’information que doit contenir le prospectus;

b) concernant la communication et la forme de l’information qui doit être communiquée;

c) soustrayant toute catégorie de mise en circulation de valeurs mobilières à l’application du paragraphe (1).

1991, ch. 45, art. 278; 2005, ch. 54, art. 422.

 

 

Order of exemption

279 (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 278(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. 45, s. 279; 2005, c. 54, s. 422.

 

Dispense

279 (1) Le surintendant peut, sur demande et par ordonnance, dispenser de l’application des règlements pris en vertu du paragraphe 278(2) la société ou toute personne qui entend procéder à une mise en circulation et qui le convainc que la société a communiqué ou est sur le point de communiquer, conformément aux lois applicables, de l’information visant la mise en circulation dont la forme et le fond répondent pour l’essentiel aux exigences des règlements.

Conditions

(2) L’ordonnance peut énoncer les conditions et les restrictions que le surintendant juge utiles.

1991, ch. 45, art. 279; 2005, ch. 54, art. 422.

 

 

Current to February 11, 2020

   158    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Going-private Transactions and Squeeze-out Transactions

  

Transactions de fermeture et transactions d’éviction

Sections 280-282

  

Articles 280-282

 

Going-private Transactions and Squeeze-out Transactions

Going-private transactions

280 A company may carry out a going-private transaction if it complies with any applicable provincial securities laws.

1991, c. 45, s. 280; 1994, c. 26, s. 75(F); 1999, c. 31, s. 215; 2005, c. 54, s. 422.

Transactions de fermeture et transactions d’éviction

Transactions de fermeture

280 Une société peut effectuer une transaction de fermeture si elle se conforme à la législation provinciale applicable en matière de valeurs mobilières.

1991, ch. 45, art. 280; 1994, ch. 26, art. 75(F); 1999, ch. 31, art. 215; 2005, ch. 54, art. 422.

 

 

Squeeze-out transactions

281 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. 45, s. 281; 1999, c. 31, s. 216; 2005, c. 54, s. 422.

Transactions d’éviction

281 Une société ne peut effectuer une transaction d’éviction que si elle reçoit, en plus de toute approbation exigée des détenteurs d’actions de la société par la présente loi ou les règlements administratifs, l’approbation des détenteurs d’actions de chaque catégorie visée, exprimée par résolution ordinaire votée séparément, même si les actions de cette catégorie ne confèrent aucun droit de vote, à l’exception des détenteurs suivants :

a) les personnes morales du même groupe que la société;

b) ceux qui, à la suite de la transaction d’éviction, auraient droit à une contrepartie ou à des droits ou privilèges supérieurs à ceux que pourraient recevoir les détenteurs des autres actions de la même catégorie.

1991, ch. 45, art. 281; 1999, ch. 31, art. 216; 2005, ch. 54, art. 422.

 

 

Right to dissent

282 (1) A holder of shares of a company may dissent if the company resolves to carry out a going-private transaction or squeeze-out transaction that affects those shares.

Droit de s’opposer

282 (1) Le détenteur d’actions d’une société visées par une transaction de fermeture ou une transaction d’éviction peut faire valoir son opposition.

 

 

Payment for shares

(2) In addition to any other right that the shareholder may have, but subject to subsection (25), a shareholder who complies with this section is, when the action approved by the resolution from which the shareholder dissents becomes effective, entitled to be paid by the company the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted by the shareholders.

Remboursement des actions

(2) Outre les autres droits qu’il peut avoir, mais sous réserve du paragraphe (25), l’actionnaire qui se conforme au présent article a le droit, à la prise d’effet des mesures approuvées par la résolution à l’égard de laquelle il a fait valoir son opposition, de se faire verser par la société la juste valeur des actions en cause fixée à l’heure de fermeture des bureaux la veille de l’adoption par les actionnaires de la résolution.

 

No partial dissent

(3) A dissenting shareholder may claim under this section only with respect to all of the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Opposition partielle interdite

(3) L’actionnaire opposant ne peut se prévaloir du présent article que pour la totalité des actions d’une catégorie qui sont inscrites à son nom mais détenues pour le compte d’un véritable propriétaire.

 

 

Current to February 11, 2020

   159    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Going-private Transactions and Squeeze-out Transactions

  

Transactions de fermeture et transactions d’éviction

Section 282

  

Article 282

 

Objection

(4) A dissenting shareholder shall send to the company, at or before any meeting of shareholders at which a resolution referred to in subsection (2) is to be voted on by the shareholders, a written objection to the resolution unless the company did not give notice to the shareholder of the purpose of the meeting and their right to dissent.

Opposition

(4) L’actionnaire opposant envoie par écrit à la société, avant ou pendant l’assemblée d’actionnaires convoquée pour l’adoption par les actionnaires de la résolution visée au paragraphe (2), son opposition à celle-ci, sauf si la société ne lui a donné avis ni de l’objet de cette assemblée ni de son droit de s’opposer.

 

 

Notice that resolution was adopted

(5) The company shall within 10 days after the day on which the shareholders adopt the resolution send to each shareholder who sent an objection under subsection (4) notice that the resolution was adopted. If it is necessary for the Minister or Superintendent to approve the transaction within the meaning of subsection 527.2(1) before it becomes effective, the company shall send notice within 10 days after the approval. Notice is not required to be sent to a shareholder who voted for the resolution or one who has withdrawn their objection.

Avis de résolution

(5) La société, dans les dix jours suivant l’adoption par les actionnaires de la résolution visée au paragraphe (2) ou, le cas échéant, l’agrément, au sens du paragraphe 527.2(1), par le ministre ou le surintendant de la transaction concernée, en avise les actionnaires qui ont envoyé leur opposition conformément au paragraphe (4) et ont voté contre la résolution.

 

 

Demand for payment

(6) A dissenting shareholder shall within 20 days after receiving the notice referred to in subsection (5) — or, if they do not receive it, within 20 days after learning that the resolution was adopted by the shareholders — send to the company a written notice containing

(a) their name and address;

(b) the number and class of shares in respect of which they dissent; and

(c) a demand for payment of the fair value of those shares.

Demande de paiement

(6) L’actionnaire opposant, dans les vingt jours suivant la réception de l’avis prévu au paragraphe (5) ou, à défaut, suivant la date où il prend connaissance de l’adoption par les actionnaires de la résolution, envoie un avis écrit à la société indiquant :

a) ses nom et adresse;

b) le nombre et la catégorie des actions sur lesquelles porte son opposition;

c) une demande de versement de la juste valeur de ces actions.

 

 

Share certificates

(7) A dissenting shareholder shall within 30 days after sending a notice under subsection (6) send the certificates representing the shares in respect of which they dissent to the company or its transfer agent.

Forfeiture

(8) A dissenting shareholder who fails to comply with subsection (7) has no right to make a claim under this section.

Endorsing certificate

(9) A company or its transfer agent shall endorse on any share certificate received in accordance with subsection (7) a notice that the holder is a dissenting shareholder under this section and shall without delay return the share certificates to the dissenting shareholder.

Certificat d’actions

(7) L’actionnaire opposant, dans les trente jours suivant l’envoi de l’avis prévu au paragraphe (6), envoie à la société ou à son agent de transfert les certificats des actions sur lesquelles porte son opposition.

Déchéance

(8) L’actionnaire opposant qui ne se conforme pas au paragraphe (7) ne peut faire valoir le droit de s’opposer prévu au présent article.

Endossement du certificat

(9) La société ou son agent de transfert renvoie immédiatement à l’actionnaire opposant les certificats reçus en application du paragraphe (7) après y avoir inscrit une mention à l’endos attestant que l’actionnaire est un opposant au titre du présent article.

 

 

Current to February 11, 2020

   160    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Going-private Transactions and Squeeze-out Transactions

  

Transactions de fermeture et transactions d’éviction

Section 282

  

Article 282

 

Suspension of rights

(10) On sending a notice under subsection (6), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section. However, the shareholder’s rights are reinstated as of the date the notice was sent if

(a) the shareholder withdraws the notice before the company makes an offer under subsection (11);

(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the notice; or

(c) the directors revoke under section 225 the special resolution that was made in respect of the going-private transaction or squeeze-out transaction.

Suspension des droits

(10) Dès l’envoi de l’avis prévu au paragraphe (6), l’actionnaire opposant perd tous ses droits sauf celui de se faire rembourser la juste valeur de ses actions déterminée conformément au présent article; cependant, il recouvre ses droits rétroactivement à compter de la date d’envoi de l’avis si, selon le cas :

a) il retire l’avis avant que la société ne fasse l’offre visée au paragraphe (11);

b) la société n’ayant pas fait l’offre conformément au paragraphe (11), il retire son avis;

c) les administrateurs annulent aux termes de l’article 225 la résolution extraordinaire visant la transaction de fermeture ou la transaction d’éviction.

 

 

Offer to pay

(11) A company shall, no later than seven days after the later of the day on which the action approved by the resolution from which the shareholder dissents becomes effective and the day on which the company received 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 company 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.

Offre de versement

(11) La société, dans les sept jours suivant la date de prise d’effet des mesures approuvées dans la résolution à l’égard de laquelle l’actionnaire fait valoir son opposition ou, si elle est postérieure, celle de la réception de l’avis prévu au paragraphe (6), envoie aux actionnaires opposants qui ont fait parvenir leur avis :

a) une offre écrite de remboursement de leurs actions à leur juste valeur, telle que déterminée par les administrateurs, avec une déclaration précisant le mode de calcul retenu;

b) en cas d’application du paragraphe (25), un avis les informant qu’il lui est légalement impossible d’effectuer le remboursement.

 

 

Same terms

(12) Every offer made under subsection (11) for shares of the same class or series is to be on the same terms.

Modalités identiques

(12) Les offres prévues au paragraphe (11) sont faites selon les mêmes modalités si elles visent des actions de la même catégorie ou série.

 

 

Payment

(13) Subject to subsection (25), a company 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 company 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 company fails to make an offer under subsection (11) or if a dissenting shareholder fails to accept an offer, the company 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

Remboursement

(13) Sous réserve du paragraphe (25), la société procède au remboursement dans les dix jours suivant l’acceptation de l’offre faite en vertu du paragraphe (11); si l’acceptation ne lui parvient pas dans les trente jours suivant le jour où l’offre est faite, celle-ci devient caduque.

 

Demande de la société au tribunal

(14) Faute par la société de faire l’offre prévue au paragraphe (11), ou par l’actionnaire opposant de l’accepter, la société peut, dans les cinquante jours suivant la date de prise d’effet des mesures approuvées dans la résolution à l’égard de laquelle l’actionnaire fait

 

 

Current to February 11, 2020

   161    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Going-private Transactions and Squeeze-out Transactions

  

Transactions de fermeture et transactions d’éviction

Section 282

  

Article 282

 

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 company 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.

valoir son opposition ou dans tout délai supplémentaire accordé par le tribunal, demander à celui-ci de fixer la juste valeur des actions.

Demande de l’actionnaire au tribunal

(15) Faute par la société de saisir le tribunal en vertu du paragraphe (14), celui-ci peut être saisi par l’actionnaire opposant qui bénéficie alors d’un délai supplémentaire de vingt jours ou de tout délai supplémentaire accordé par le tribunal.

 

 

Venue

(16) An application under subsection (14) or (15) is to be made to a court having jurisdiction where the company’s head office is situated or, if the company 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).

Compétence territoriale

(16) La demande prévue aux paragraphes (14) ou (15) doit être présentée au tribunal du ressort du siège de la société ou de la résidence de l’actionnaire opposant, si celle-ci est située dans une province où la société exerce son activité commerciale.

Absence de cautionnement

(17) Dans le cadre d’une demande présentée en vertu des paragraphes (14) ou (15), l’actionnaire opposant n’est pas tenu de fournir de cautionnement pour les frais.

 

 

Parties

(18) On an application to a court under subsection (14) or (15),

(a) all dissenting shareholders whose shares have not been purchased by the company are to be joined as parties and are bound by the decision of the court;

(b) the company 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 company 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.

Parties et surintendant

(18) Sur demande présentée en vertu des paragraphes (14) ou (15) :

a) tous les actionnaires opposants dont la société n’a pas acheté les actions sont mis en cause et sont liés par la décision du tribunal;

b) la société avise chacun d’eux de la date et du lieu de l’audition de la demande, des conséquences de celle-ci ainsi que de son droit de comparaître en personne ou par ministère d’avocat;

c) elle avise également le surintendant de la date et du lieu de l’audition de la demande et celui-ci peut comparaître en personne ou par ministère d’avocat.

 

 

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.

Pouvoirs du tribunal

(19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à mettre en cause et doit fixer la juste valeur des actions en question.

Experts

(20) Le tribunal peut charger des experts-estimateurs de l’aider à calculer la juste valeur des actions des actionnaires opposants.

 

 

Current to February 11, 2020

   162    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Going-private Transactions and Squeeze-out Transactions

  

Transactions de fermeture et transactions d’éviction

Sections 282-287

  

Articles 282-287

 

Final order

(21) The final order of the court is to be rendered against the company 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.

Ordonnance définitive

(21) L’ordonnance définitive est rendue contre la société en faveur de chaque actionnaire opposant et indique la valeur des actions fixée par le tribunal.

Intérêts

(22) Le tribunal peut accorder sur la somme versée à chaque actionnaire opposant des intérêts à un taux raisonnable pour la période comprise entre la date de prise d’effet des mesures approuvées dans la résolution à l’égard de laquelle l’actionnaire fait valoir son opposition et celle du versement.

 

 

Notice that s. (25) applies

(23) If subsection (25) applies, the company 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 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.

Avis d’application du par. (25)

(23) Dans les cas prévus au paragraphe (25), la société, dans les dix jours suivant le prononcé de l’ordonnance prévue au paragraphe (21), avise chaque actionnaire opposant qu’il lui est légalement impossible d’effectuer le remboursement.

Effet de l’application du par. (25)

(24) En cas d’application du paragraphe (25), l’actionnaire opposant peut, par avis écrit remis à la société dans les trente jours suivant la réception de l’avis prévu au paragraphe (23) :

a) soit retirer son avis d’opposition et recouvrer ses droits, la société étant réputée consentir à ce retrait;

b) soit conserver la qualité de créancier pour être remboursé par la société dès qu’elle sera légalement en mesure de le faire ou, en cas de liquidation, pour être colloqué après les autres créanciers mais par préférence aux actionnaires.

 

 

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 473(1) or (2) or of an order made under subsection 473(3).

1991, c. 45, s. 282; 2005, c. 54, s. 422.

283 [Repealed, 2005, c. 54, s. 422]

284 [Repealed, 2005, c. 54, s. 422]

285 [Repealed, 2005, c. 54, s. 422]

286 [Repealed, 2005, c. 54, s. 422]

287 [Repealed, 2005, c. 54, s. 422]

Limitation

(25) La société ne peut effectuer aucun paiement aux actionnaires opposants en vertu du présent article s’il existe des motifs raisonnables de croire que, ce faisant, elle contrevient ou contreviendra aux règlements visés aux paragraphes 473(1) ou (2) ou aux ordonnances visées au paragraphe 473(3).

1991, ch. 45, art. 282; 2005, ch. 54, art. 422.

283 [Abrogé, 2005, ch. 54, art. 422]

284 [Abrogé, 2005, ch. 54, art. 422]

285 [Abrogé, 2005, ch. 54, art. 422]

286 [Abrogé, 2005, ch. 54, art. 422]

287 [Abrogé, 2005, ch. 54, art. 422]

 

 

Current to February 11, 2020

   163    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Compulsory Acquisitions

  

Offres publiques d’achat

Section 288

  

Article 288

 

Compulsory Acquisitions

Definitions

288 (1) In this section and sections 289 to 298,

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. 423]

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

Offres publiques d’achat

Définitions

288 (1) Les définitions qui suivent s’appliquent au présent article et aux articles 289 à 298.

action Action conférant ou non un droit de vote. Y sont assimilés la valeur mobilière immédiatement convertible en une telle action et l’option ou le droit, susceptibles d’exercice immédiat, d’acquérir une telle action ou valeur mobilière. (share)

associé du pollicitant

a) La personne morale que le pollicitant contrôle, directement ou indirectement, — abstraction faite de l’alinéa 3(1)d) — ou dans laquelle il a la propriété effective soit d’un certain nombre d’actions, ou de valeurs mobilières immédiatement convertibles en actions, conférant plus de dix pour cent des droits de vote en tout état de cause ou en raison de la survenance d’un fait qui demeure, soit d’une option ou d’un droit susceptibles d’exercice immédiat et permettant d’acquérir de telles actions ou valeurs mobilières;

b) l’associé du pollicitant dans une société de personnes agissant pour le compte de celle-ci;

c) la fiducie ou la succession dans lesquelles le pollicitant a un intérêt substantiel à titre de véritable propriétaire ou à l’égard desquelles il remplit des fonctions de fiduciaire, d’exécuteur testamentaire ou des fonctions analogues;

d) l’époux ou conjoint de fait du pollicitant;

e) ses enfants ou ceux de son époux ou conjoint de fait;

f) ses autres parents — ou ceux de son époux ou conjoint de fait — qui partagent sa résidence. (associate of the offeror)

groupe Sont du même groupe les personnes morales qui le sont au sens du paragraphe 6(2). (affiliate)

offre d’achat visant à la mainmise L’offre qu’un pollicitant adresse à peu près au même moment à tous les actionnaires d’une société ayant fait appel au public pour acquérir toutes les actions d’une catégorie d’actions émises. Y est assimilée la pollicitation d’une telle société visant le rachat de toutes les actions d’une catégorie de ses actions. (take-over bid)

offre franche [Abrogée, 2005, ch. 54, art. 423]

 

 

Current to February 11, 2020

   164    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Compulsory Acquisitions

  

Offres publiques d’achat

Sections 288-290    Articles 288-290

 

(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)

offre publique d’achat [Abrogée, 2005, ch. 54, art. 423]

pollicitant Toute personne, à l’exception du mandataire, qui fait une offre d’achat visant à la mainmise et, en outre, les personnes qui conjointement ou de concert, même indirectement :

a) soit font une telle offre;

b) soit ont l’intention d’exercer les droits de vote dont sont assorties les actions faisant l’objet d’une telle offre. (offeror)

pollicité Toute personne à laquelle est faite une offre dans le cadre d’une offre d’achat visant à la mainmise. (offeree)

pollicité opposant Actionnaire pollicité qui refuse l’offre qui lui est faite dans le cadre de l’offre d’achat visant à la mainmise, ainsi que le détenteur subséquent des actions. (dissenting offeree)

société pollicitée Société dont les actions font l’objet d’une offre d’achat visant à la mainmise. (offeree company)

 

 

Control

(2) For the purposes of this section and sections 289 to 298, 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).

Contrôle

(2) Pour l’application du présent article et des articles 289 à 298, une personne contrôle une personne morale si elle la contrôle au sens de l’article 3, abstraction faite de l’alinéa 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. 45, s. 288; 2000, c. 12, s. 299; 2005, c. 54, s. 423.

Date de l’offre

(3) L’offre d’achat visant à la mainmise est réputée être datée du jour de son envoi.

1991, ch. 45, art. 288; 2000, ch. 12, art. 299; 2005, ch. 54, art. 423.

 

 

Right to acquire shares

289 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 offer-or, the offeror is entitled, on complying with sections 290 to 295, subsections 296(1) and (2) and section 297, to acquire the shares held by the dissenting offerees.

1991, c. 45, s. 289; 2005, c. 54, s. 424(F).

Droit d’acquérir des actions

289 Le pollicitant peut, en se conformant aux articles 290 à 295, aux paragraphes 296(1) et (2) et à l’article 297, acquérir les actions des pollicités opposants lorsque l’offre d’achat visant à la mainmise est, dans les cent vingt jours suivant la date où elle est faite, acceptée par les détenteurs d’au moins quatre-vingt-dix pour cent des actions de la catégorie en cause, sans qu’il soit tenu compte des actions détenues à la date de l’offre d’achat visant à la mainmise, même indirectement, par lui-même, les personnes morales de son groupe ou ses associés.

1991, ch. 45, art. 289; 2005, ch. 54, art. 424(F).

 

 

Offeror’s notice to dissenters

290 (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

Avis du pollicitant aux opposants

290 (1) Le pollicitant peut acquérir les actions des pollicités opposants en leur faisant parvenir ainsi qu’au surintendant, par courrier recommandé, dans les

 

 

Current to February 11, 2020

   165    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Compulsory Acquisitions

  

Offres publiques d’achat

Sections 290-291    Articles 290-291

 

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 294 to 297 by notifying the offeror within twenty days after receipt of the offeror’s notice;

(d) a dissenting offeree who does not notify the offer-or in accordance with paragraph 291(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 of-feree’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.

soixante jours suivant la date d’expiration de l’offre d’achat visant à la mainmise et, en tout état de cause, dans les cent quatre-vingts jours suivant la date de l’offre d’achat visant à la mainmise, un avis précisant à la fois :

a) que les pollicités détenant quatre-vingt-dix pour cent au moins d’actions de la catégorie en cause, sans qu’il soit tenu compte des actions détenues à la date de l’offre, même indirectement, par lui-même, les personnes morales de son groupe ou ses associés, ont accepté l’offre;

b) qu’il est tenu de prendre livraison, contre paiement, des actions des pollicités acceptants, ou qu’il l’a déjà fait;

c) que les pollicités opposants doivent décider :

(i) soit de lui céder leurs actions selon les conditions offertes aux pollicités acceptants,

(ii) soit d’exiger, par notification faite dans les vingt jours qui suivent la réception de l’avis, le paiement de la juste valeur de leurs actions en conformité avec les articles 294 à 297;

d) que faute de donner avis conformément à l’alinéa 291b), ils sont réputés avoir choisi de lui céder leurs actions aux conditions faites aux pollicités acceptants;

e) qu’ils doivent envoyer les actions en cause à la société pollicitée dans les vingt jours de la réception de l’avis.

 

 

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 132(1) with respect to each share held by a dissenting offeree.

1991, c. 45, s. 290; 2005, c. 54, s. 425.

Avis d’opposition

(2) Le pollicitant fait parvenir à la société pollicitée, simultanément, l’avis mentionné au paragraphe (1) et, pour chaque action détenue par un pollicité opposant, l’avis d’opposition visé au paragraphe 132(1).

1991, ch. 45, art. 290; 2005, ch. 54, art. 425.

 

 

Share certificates and election

291 A dissenting offeree to whom a notice is sent under subsection 290(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

Certificat d’action

291 Les pollicités opposants doivent, dans les vingt jours suivant la réception de l’avis visé au paragraphe 290(1) :

a) envoyer à la société pollicitée les certificats des actions en cause dans l’offre d’achat visant à la mainmise;

 

 

Current to February 11, 2020

   166    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres

Compulsory Acquisitions            

  

Offres publiques d’achat            

Sections 291-292.1                    Articles 291-292.1                

 

(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 294 to 297 by notifying the offeror.

1991, c. 45, s. 291; 2005, c. 54, s. 426.

b) soit céder au pollicitant leurs actions aux conditions offertes aux pollicités acceptants, soit exiger, en donnant avis au pollicitant, le paiement de la juste valeur de leurs actions en conformité avec les articles 294 à 297.

1991, ch. 45, art. 291; 2005, ch. 54, art. 426.

 

 

 

Deemed election

291.1 A dissenting offeree who does not notify the offer-or in accordance with paragraph 291(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. 426.

Choix réputé

291.1 Faute par les pollicités opposants de donner avis conformément à l’alinéa 291b), ils sont réputés avoir choisi de céder au pollicitant leurs actions aux conditions offertes aux pollicités acceptants.

2005, ch. 54, art. 426.

 

 

 

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).

Paiement à la société pollicitée

292 (1) Dans les vingt jours suivant l’envoi de l’avis visé au paragraphe 290(1), le pollicitant remet à la société pollicitée les fonds ou toute autre contrepartie qu’il aurait eu à remettre aux pollicités opposants s’ils avaient accepté de céder leurs actions conformément à l’alinéa 291b).

 

 

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).

Contrepartie détenue en fiducie

(2) La société pollicitée est réputée détenir à titre de représentant, pour le compte des pollicités opposants, les fonds ou autre contrepartie reçus.

 

 

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 offer-ee 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.

 

Dépôt ou garde

(3) La société pollicitée dépose les fonds reçus dans un compte distinct ouvert auprès d’une autre institution financière acceptant des dépôts au Canada et confie toute autre contrepartie à la garde d’une telle institution au Canada.

1991, ch. 45, art. 292; 2005, ch. 54, art. 427.

 

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.

Contrepartie

292.1 Dans le cas où le pollicitant est une société qui vise à racheter toutes les actions d’une catégorie quelconque, il est réputé détenir à titre de représentant, pour le compte des pollicités opposants, les fonds ou toute autre contrepartie qu’il aurait eu à leur remettre s’ils avaient accepté de lui céder leurs actions conformément à l’alinéa 291b). Il doit, dans les vingt jours suivant l’envoi de l’avis visé au paragraphe 290(1), déposer les fonds dans un compte distinct ouvert auprès d’une autre institution financière acceptant des dépôts au Canada et confier l’autre contrepartie à la garde d’une telle institution au Canada.

2005, ch. 54, art. 428.

 

 

Current to February 11, 2020

   167    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records        

  

Livres et registres        

Compulsory Acquisitions            

  

Offres publiques d’achat            

Sections 293-294                    Articles 293-294                

 

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.

Obligation de la société pollicitée

293 Dans les trente jours de l’envoi de l’avis, la société pollicitée doit :

a) remettre au pollicitant les certificats des actions que détenaient les pollicités opposants s’il s’est conformé au paragraphe 292(1);

b) remettre à chaque pollicité opposant qui accepte de céder ses actions conformément à l’alinéa 291b) et envoie ses certificats d’actions en application de l’alinéa 291a) les fonds ou toute autre contrepartie auxquels il a droit, sans tenir compte des fractions d’actions, dont le règlement peut toujours se faire en numéraire;

c) si les fonds ou l’autre contrepartie exigés par le paragraphe 292(1) sont remis et, selon le cas, déposés ou confiés en application des paragraphes 292(2) et (3) ou de l’article 292.1, envoyer à chaque pollicité opposant qui ne s’est pas conformé à l’alinéa 291a) un avis l’informant que :

(i) ses actions ont été annulées,

(ii) elle-même ou toute autre personne désignée détient pour lui à titre de représentant les fonds ou l’autre contrepartie auxquels il a droit,

(iii) elle lui enverra, sous réserve des articles 294 à 297, les fonds ou l’autre contrepartie dès réception des certificats d’actions.

1991, ch. 45, art. 293; 2005, ch. 54, art. 429.

 

 

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.

Fixation de la juste valeur par le tribunal

294 (1) Le pollicitant peut, dans les vingt jours suivant la remise prévue au paragraphe 292(1), demander au tribunal de fixer la juste valeur des actions des pollicités opposants qui ont choisi de se la faire payer conformément à l’alinéa 291b).

 

 

 

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.

 

Idem

(2) Faute par le pollicitant de saisir le tribunal, les pollicités opposants bénéficient d’un délai supplémentaire de vingt jours pour le faire.

 

 

 

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

Compétence territoriale

(3) La demande prévue aux paragraphes (1) et (2) est présentée au tribunal compétent du lieu du siège de la société ou de la résidence du pollicité opposant, si celle-ci

 

 

Current to February 11, 2020

   168    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records        

  

Livres et registres        

Compulsory Acquisitions            

  

Offres publiques d’achat            

Sections 294-296                    Articles 294-296                

 

province in which the dissenting offeree resides if the company carries on business in that province.

est fixée dans une province où la société exerce son activité commerciale.

 

 

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.

Absence de caution pour frais

(4) Dans le cadre d’une demande visée aux paragraphes (1) et (2), les pollicités opposants ne sont pas tenus de fournir caution pour les frais.

1991, ch. 45, art. 294; 2005, ch. 54, art. 430.

 

 

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.

Parties et avis

295 Sur saisine du tribunal :

a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 291b) et dont les actions n’ont pas été acquises par le pollicitant sont mis en cause et liés par la décision du tribunal;

b) le pollicitant avise chaque pollicité opposant concerné de la date, du lieu et des conséquences de la demande, ainsi que de son droit de comparaître en personne ou par ministère d’avocat lors de l’audition de celle-ci.

1991, ch. 45, art. 295; 2005, ch. 54, art. 431.

 

 

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.

 

Pouvoirs du tribunal

296 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 294(1) ou (2), décider s’il existe d’autres pollicités opposants à mettre en cause.

 

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.

Experts

(2) Le tribunal peut charger des estimateurs experts de l’aider à fixer la juste valeur des actions des pollicités opposants.

 

 

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.

 

Ordonnance définitive

(3) L’ordonnance définitive du tribunal est rendue contre le pollicitant, en faveur de chaque pollicité opposant, et indique la valeur des actions fixée par le tribunal.

 

 

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;

Pouvoirs supplémentaires

(4) À l’occasion de sa saisine, le tribunal peut rendre toute ordonnance qu’il estime indiquée, notamment pour :

a) fixer le montant en numéraire ou toute autre contrepartie réputés être détenus par la société à titre de représentant conformément au paragraphe 292(2) ou à l’article 292.1;

 

 

Current to February 11, 2020

   169    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records        

  

Livres et registres        

Compulsory Acquisitions            

  

Offres publiques d’achat            

Sections 296-298.1                    Articles 296-298.1                

 

(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.

b) faire détenir en fiducie le montant en numéraire ou toute autre contrepartie par une personne autre que la société pollicitée;

c) allouer, sur la somme à payer à chaque pollicité opposant, des intérêts à un taux acceptable pour la période comprise entre la date d’envoi des certificats d’actions et celle du paiement;

d) prévoir le versement, au ministre, des fonds payables aux actionnaires introuvables.

1991, ch. 45, art. 296; 2005, ch. 54, art. 432.

 

 

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.

Cas du pollicité opposant

297 Le pollicité opposant qui ne saisit pas le tribunal ou ne le fait pas dans le délai fixé est réputé avoir transféré ses actions au pollicitant aux mêmes conditions que celui-ci a acquis celles des pollicités acceptants.

 

 

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).

Paiement des sommes non réclamées

298 Le ministre verse à la Banque du Canada les sommes qui lui sont payées au titre du paragraphe 296(4), et l’article 372 s’applique à cet égard comme s’il s’agissait de sommes versées en vertu du paragraphe 371(3).

 

 

 

Obligation to acquire shares

298.1 (1) If a shareholder who holds shares of an offer-ee company does not receive the notice referred to in subsection 290(1), the shareholder may require the offer-or 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 forcée à la demande d’un actionnaire

298.1 (1) L’actionnaire qui détient des actions d’une société pollicitée et qui n’a pas reçu l’avis prévu au paragraphe 290(1) peut obliger le pollicitant à acquérir ses actions :

a) soit dans les quatre-vingt-dix jours suivant la date d’expiration de l’offre d’achat visant à la mainmise;

b) soit, s’il n’a pas reçu d’offre dans le cadre de l’offre d’achat visant à la mainmise, dans le délai visé à l’alinéa a) ou dans les quatre-vingt-dix jours suivant la date où il a pris connaissance de l’offre d’achat visant à la mainmise, si ce délai est plus long.

 

 

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 offer-ees who accept the take- over bid.

2005, c. 54, s. 433.

Conditions

(2) Le pollicitant est alors tenu d’acquérir les actions aux mêmes conditions que celles faites aux pollicités acceptants.

2005, ch. 54, art. 433.

 

 

Current to February 11, 2020

   170    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records        

  

Livres et registres        

Trust Indentures            

  

Acte de fiducie            

Sections 299-302                    Articles 299-302                

 

Trust Indentures

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)

Acte de fiducie

Définitions

299 Les définitions qui suivent s’appliquent au présent article et aux articles 300 à 311.

acte de fiducie Instrument, ainsi que tout acte additif ou modificatif, établi par une société, en vertu duquel elle émet des titres secondaires et dans lequel est désigné un fiduciaire pour les détenteurs de ces titres. (trust indenture)

cas de défaut Événement précisé dans l’acte de fiducie, à la survenance duquel les sommes payables aux termes de cet acte, notamment le principal et l’intérêt, deviennent ou peuvent être déclarées exigibles avant l’échéance. L’événement ne constitue toutefois un cas de défaut que si se réalisent les conditions que prévoit l’acte en matière d’envoi d’avis ou de délai. (event of default)

émetteur La société qui a émis, s’apprête à émettre ou est en train d’émettre des titres secondaires. (issuer)

fiduciaire Toute personne, ainsi que ses remplaçants, nommée à ce titre dans un acte de fiducie auquel la société est partie. (trustee)

 

 

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.

Champ d’application

300 Les articles 301 à 311 s’appliquent aux actes de fiducie prévoyant une émission de titres secondaires par voie de souscription publique.

 

 

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.

Dispense

301 Le surintendant peut, par écrit, dispenser les actes de fiducie de l’application des articles 302 à 311 s’il est d’avis que ces actes et les titres secondaires sont régis par une loi provinciale ou étrangère fondamentalement semblable aux dispositions de la présente loi relatives aux actes de fiducie.

 

 

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.

Conflits d’intérêts

302 (1) Nul ne peut être nommé fiduciaire quand la nomination crée un conflit d’intérêts sérieux.

 

 

Eliminating conflict of interest

(2) A trustee shall, within ninety days after the trustee becomes aware that a material conflict of interest exists,

Suppression du conflit d’intérêts

(2) Le fiduciaire qui découvre l’existence d’un conflit d’intérêts sérieux doit, dans les quatre-vingt-dix jours :

 

 

Current to February 11, 2020

   171    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records        

  

Livres et registres        

Trust Indentures            

  

Acte de fiducie            

Sections 302-306                    Articles 302-306                

 

(a) eliminate the conflict of interest; or

(b) resign from office.

a) soit y mettre fin;

b) soit se démettre de ses fonctions.

 

 

Validity despite conflict

303 A trust indenture and any subordinated indebtedness issued thereunder are valid notwithstanding a material conflict of interest of the trustee.

Validité

303 Les actes de fiducie et les titres secondaires émis restent valides malgré l’existence d’un conflit d’intérêts sérieux mettant en cause le fiduciaire.

 

 

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.

Révocation du fiduciaire

304 Le tribunal peut, à la demande de tout intéressé, ordonner, selon les modalités qu’il estime indiquées, le remplacement du fiduciaire qui a été nommé en contravention du paragraphe 302(1) ou qui contrevient au paragraphe 302(2).

 

 

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.

Qualités requises pour être fiduciaire

305 Au moins un des fiduciaires nommés doit être :

a) soit une société de fiducie au sens du paragraphe 57(2);

b) soit une personne morale constituée sous le régime d’une loi provinciale et autorisée à exercer l’activité d’un fiduciaire.

 

 

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.

Liste des détenteurs de valeurs mobilières

306 (1) Les détenteurs de titres secondaires émis peuvent demander au fiduciaire, sur paiement d’honoraires acceptables, de leur fournir, dans les quinze jours de la remise au fiduciaire d’une déclaration solennelle, une liste énonçant, à la date de la remise, pour les titres secondaires en circulation :

a) les noms et adresses des détenteurs inscrits;

b) le montant en principal des titres de chaque détenteur;

c) le montant total en principal de ces titres.

 

 

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).

Obligation de l’émetteur

(2) L’émetteur d’un titre secondaire fournit au fiduciaire, sur demande, les renseignements lui permettant de se conformer au paragraphe (1).

 

 

Current to February 11, 2020

   172    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records        

  

Livres et registres        

Trust Indentures            

  

Acte de fiducie            

Sections 306-307                    Articles 306-307                

 

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.

Entité demanderesse

(3) L’un des administrateurs ou dirigeants de l’entité qui demande au fiduciaire de lui fournir la liste prévue au paragraphe (1), ou une personne exerçant des fonctions similaires, établit la déclaration visée à ce paragraphe.

 

 

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).

 

Teneur de la déclaration

(4) La déclaration solennelle exigée au paragraphe (1) énonce :

a) les nom et adresse de la personne qui demande la liste et, s’il s’agit d’une entité, l’adresse aux fins de signification;

b) l’engagement de n’utiliser cette liste que conformément au paragraphe (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.

 

Utilisation de la liste

(5) La liste obtenue aux termes du présent article ne peut être utilisée que dans le cadre :

a) soit de tentatives en vue d’influencer le vote des détenteurs de titres secondaires;

b) soit de l’offre d’acquérir des titres secondaires;

c) soit d’une question concernant les titres secondaires ou les affaires internes de l’émetteur ou de la caution.

 

 

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.

Preuve de l’observation

307 (1) L’émetteur ou la caution de titres secondaires émis ou à émettre en vertu d’un acte de fiducie doivent, avant d’entreprendre toute activité prévue aux alinéas a) ou b), prouver au fiduciaire qu’ils ont rempli les conditions imposées par l’acte de fiducie à l’égard :

a) soit de l’émission, de la certification ou de la livraison des titres;

b) soit de l’exécution de l’acte.

 

 

 

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.

Obligation de l’émetteur ou de la caution

(2) Sur demande du fiduciaire, l’émetteur ou la caution de titres secondaires émis ou à émettre doivent prouver au fiduciaire qu’ils ont rempli les conditions prévues à l’acte de fiducie avant de lui demander d’agir.

 

 

Current to February 11, 2020

   173    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records        

  

Livres et registres        

Trust Indentures            

  

Acte de fiducie            

Sections 307-308                    Articles 307-308                

 

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.

Preuve de l’observation

(3) La preuve exigée aux paragraphes (1) et (2) consiste :

a) en une déclaration solennelle ou un certificat, établis par l’un des dirigeants ou administrateurs de l’émetteur ou de la caution et attestant l’observation des conditions prévues à ces paragraphes;

b) si l’acte de fiducie impose l’observation de conditions soumises à l’examen d’un conseiller juridique, en un avis juridique qui en atteste l’observation;

c) si l’acte de fiducie impose l’observation de conditions soumises à l’examen d’un vérificateur, en un avis ou un rapport du vérificateur de l’émetteur ou de la caution ou de tout comptable — que le fiduciaire peut choisir — qui en atteste l’observation.

 

 

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.

 

Preuve supplémentaire

(4) Toute preuve présentée sous la forme prévue au paragraphe (3) doit être assortie d’une déclaration de son auteur :

a) faisant état de sa connaissance des conditions de l’acte de fiducie mentionnées aux paragraphes (1) et (2);

b) précisant la nature et l’étendue de l’examen ou des recherches effectués à l’appui du certificat, de la déclaration ou de l’avis;

c) certifiant qu’il a apporté à cet examen et à ces recherches toute l’attention qu’il a estimé nécessaire.

 

 

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.

 

Présentation de la preuve au fiduciaire

308 (1) Sur demande du fiduciaire et en la forme qu’il exige, l’émetteur ou la caution de titres secondaires doivent prouver au fiduciaire qu’ils ont rempli les conditions requises avant d’agir en application de l’acte de fiducie.

 

 

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

Certificat de conformité

(2) L’émetteur ou la caution de titres secondaires fournissent au fiduciaire, sur demande et au moins une fois tous les douze mois à compter de la date de l’acte de fiducie, soit un certificat attestant qu’ils ont rempli toutes les conditions dont l’inobservation constituerait un cas

 

 

Current to February 11, 2020

   174    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Corporate Records

  

Livres et registres        

Trust Indentures            

  

Acte de fiducie            

Sections 308-312                    Articles 308-312                

 

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.

de défaut, notamment après remise d’un avis ou expiration d’un certain délai, soit, en cas d’inobservation de ces conditions, un certificat détaillé à ce sujet.

 

 

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.

 

Avis de défaut

309 Le fiduciaire donne aux détenteurs de titres secondaires avis de tous les cas de défaut existants, dans les trente jours après avoir pris connaissance de leur survenance, sauf s’il a de bonnes raisons de croire que l’absence d’avis sert au mieux les intérêts des détenteurs de ces titres secondaires et informe en conséquence par écrit l’émetteur et la caution.

 

 

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.

 

Obligations du fiduciaire

310 (1) Le fiduciaire remplit son mandat :

a) avec intégrité et de bonne foi, au mieux des intérêts des détenteurs de titres secondaires émis;

b) avec le soin, la diligence et la compétence d’un fiduciaire prudent.

 

 

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.

Foi accordée aux déclarations

(2) Par dérogation au paragraphe (1), n’encourt aucune responsabilité le fiduciaire qui, de bonne foi, s’appuie sur des déclarations solennelles, des certificats, des avis ou des rapports conformes à la présente loi ou à l’acte de fiducie.

 

 

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).

 

Caractère impératif des obligations

311 Aucune disposition d’un acte de fiducie ou de tout accord intervenu entre le fiduciaire et soit les détenteurs de titres secondaires émis en vertu de cet acte, soit l’émetteur ou la caution, ne peut relever ce fiduciaire des obligations découlant des articles 302, 306 et 309 et du paragraphe 310(1).

 

 

Financial Statements and Auditors

Annual Financial Statement

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.

États financiers et vérificateurs

Rapport financier annuel

Exercice

312 (1) L’exercice d’une société se termine, selon la date choisie par cette dernière dans ses règlements administratifs, soit le 31 octobre, soit le 31 décembre de chaque année.

 

 

Current to February 11, 2020

   175    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors        

  

États financiers et vérificateurs        

Annual Financial Statement            

  

Rapport financier annuel            

Sections 312-313                    Articles 312-313                

 

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.

 

Premier exercice

(2) Dans le cas où une société fait l’objet d’un agrément de fonctionnement après le premier juillet d’une année donnée, son premier exercice se termine, selon la date choisie par cette dernière dans ses règlements administratifs, soit le 31 octobre, soit le 31 décembre de l’année civile suivante.

 

 

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.

 

Rapport annuel

313 (1) Le conseil d’administration doit, à l’assemblée annuelle, présenter aux actionnaires :

a) un rapport financier annuel comparatif désigné dans la présente loi sous le nom de « rapport annuel », et couvrant séparément :

(i) l’exercice précédant l’assemblée,

(ii) le cas échéant, l’exercice précédant l’exercice visé au sous-alinéa (i);

b) le rapport du vérificateur de la société;

c) tous les autres renseignements sur la situation financière de la société et les résultats de ses opérations à présenter, selon ses règlements administratifs, aux actionnaires à l’assemblée annuelle.

 

 

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.

 

Teneur du rapport annuel

(2) Le rapport annuel de la société pour chaque exercice contient les rapports prévus par règlement ainsi que les renseignements que le conseil d’administration juge nécessaires pour présenter fidèlement, selon les principes comptables visés au paragraphe (4), la situation financière de la société à la clôture de l’exercice ainsi que les résultats de ses opérations et les modifications survenues dans sa situation financière au cours de l’exercice.

 

 

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,

Renseignements additionnels

(3) La société joint à son rapport annuel :

a) la liste de ses filiales — autres que celles qui peuvent ne pas y figurer aux termes des règlements ou que celles qu’elle a acquises en vertu de l’article 457 ou en réalisant une sûreté conformément à l’article 458 et qu’elle ne serait pas par ailleurs autorisée à détenir —, avec indication, pour chacune d’elles, des renseignements suivants :

(i) sa dénomination sociale et l’adresse de son siège ou bureau principal,

 

 

Current to February 11, 2020

   176    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors        

  

États financiers et vérificateurs        

Annual Financial Statement            

  

Rapport financier annuel            

Sections 313-314                    Articles 313-314                

 

(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.

 

(ii) la valeur comptable de celles de ses actions, dont elle-même et ses autres filiales ont la propriété effective,

(iii) la part — exprimée en pourcentage — des droits de vote propres à l’ensemble des actions en circulation avec droit de vote de la filiale qui se rattache à celles de ses actions avec droit de vote dont la société et ses autres filiales ont la propriété effective;

b) les autres renseignements, en la forme réglementaire, que le gouverneur en conseil peut exiger par décret.

 

 

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.

 

Principes comptables

(4) Sauf spécification contraire du surintendant, les rapports et états financiers visés au paragraphe (1), à l’alinéa (3)b) et au paragraphe 315(1) sont établis selon les principes comptables généralement reconnus et principalement ceux qui sont énoncés dans le Manuel de Comptables professionnels agréés du Canada. La mention, dans les autres dispositions de la présente loi, des principes comptables visés au présent paragraphe vaut mention de ces principes, compte tenu de toute spécification faite par le surintendant.

 

 

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.

Règlements

(5) Le gouverneur en conseil peut prendre des règlements concernant les filiales qui peuvent ne pas figurer sur la liste visée à l’alinéa (3)a).

1991, ch. 45, art. 313; 1997, ch. 15, art. 369; 2001, ch. 9, art. 514; 2005, ch. 54, art. 434; 2017, ch. 26, art. 62.

 

 

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.

 

Approbation

314 (1) Les administrateurs doivent approuver le rapport annuel; l’approbation est attestée par la signature — laquelle peut notamment être reproduite mécaniquement ou imprimée — des personnes suivantes :

a) d’une part, du premier dirigeant ou, en cas d’absence ou d’empêchement, d’un dirigeant de la société commis à cette fin par le conseil d’administration;

b) d’autre part, d’un administrateur, si la signature exigée en vertu de l’alinéa a) est celle d’un administrateur, ou de deux administrateurs, si la signature exigée en vertu de cet alinéa est celle d’un dirigeant qui n’est pas administrateur.

 

 

Current to February 11, 2020

   177    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors        

  

États financiers et vérificateurs        

Annual Financial Statement            

  

Rapport financier annuel            

Sections 314-316                    Articles 314-316                

 

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.

 

Condition préalable à la publication

(2) La société ne peut publier le rapport annuel que s’il a été approuvé et signé conformément au paragraphe (1).

1991, ch. 45, art. 314; 2005, ch. 54, art. 435.

 

 

Statements: subsidiaries

315 (1) A company shall keep at its head office a copy of the current financial statements of each subsidiary of the company.

États financiers

315 (1) La société conserve à son siège un exemplaire des derniers états financiers de chacune de ses filiales.

 

 

Examination

(2) Subject to this section, the shareholders of a company and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the company and may take extracts therefrom free of charge.

Examen

(2) Sous réserve des autres dispositions du présent article, les actionnaires de la société, ainsi que leurs représentants personnels, peuvent, sur demande, examiner les états mentionnés au paragraphe (1) et en reproduire, gratuitement, des extraits pendant les heures normales d’ouverture des bureaux de la société.

 

 

Barring examination

(3) A company may refuse to permit an examination under subsection (2) by any person.

Interdiction

(3) La société peut toutefois refuser l’examen prévu au paragraphe (2).

 

 

Application for order

(4) Within fifteen days after a refusal under subsection (3), the company shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the company to permit the examination or, if it is satisfied that the examination would be detrimental to the company or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit.

Demande à un tribunal

(4) Le cas échéant, la société doit, dans les quinze jours qui suivent, demander à un tribunal de refuser le droit d’examen à la personne en cause; le tribunal peut lui enjoindre de permettre l’examen ou, s’il est convaincu que celui-ci serait préjudiciable à la société ou à toute autre personne morale dont les états financiers en feraient l’objet, l’interdire et rendre toute autre ordonnance qu’il juge utile.

 

 

Notice to Superintendent

(5) A company shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.

Avis au surintendant

(5) La société donne avis de la demande d’interdiction au surintendant et à la personne désirant examiner les états visés au paragraphe (1); ils peuvent comparaître en personne ou par ministère d’avocat lors de l’audition de la demande.

 

 

Annual statement — distribution

316 (1) A company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 155(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 313(1) and (3) unless that time period is waived by the shareholder.

 

Exemplaire au surintendant

316 (1) Au moins vingt et un jours avant la date de chaque assemblée annuelle ou avant la signature de la résolution visée à l’alinéa 155(1)b), la société fait parvenir à tous les actionnaires qui n’ont pas renoncé à ce délai un exemplaire des documents visés aux paragraphes 313(1) et (3).

 

 

Current to February 11, 2020

   178    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors        

  

États financiers et vérificateurs        

Annual Financial Statement            

  

Rapport financier annuel            

Sections 316-319                    Articles 316-319                

 

Exception

(2) A company is not required to comply with subsection (1) with respect to a shareholder who has informed the company, in writing, that the shareholder does not wish to receive the annual statement.

Exception

(2) La société n’est pas tenue de se conformer au paragraphe (1) à l’égard d’un actionnaire qui l’informe par écrit qu’il ne souhaite pas recevoir le rapport annuel.

 

 

Effect of default

(3) Where a company is required to comply with subsection (1) and the company does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with.

1991, c. 45, s. 316; 1997, c. 15, s. 370; 2005, c. 54, s. 436.

 

Ajournement de l’assemblée annuelle

(3) En cas d’inobservation de l’obligation prévue au paragraphe (1), l’assemblée est ajournée à une date postérieure à l’exécution de cette obligation.

1991, ch. 45, art. 316; 1997, ch. 15, art. 370; 2005, ch. 54, art. 436.

 

 

 

Copy to Superintendent

317 (1) Subject to subsection (2), a company shall send to the Superintendent a copy of the documents referred to in subsections 313(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the company.

Envoi au surintendant

317 (1) Sous réserve du paragraphe (2), la société fait parvenir au surintendant un exemplaire des documents visés aux paragraphes 313(1) et (3) au moins vingt et un jours avant la date de chaque assemblée annuelle.

 

 

Later filing

(2) If a company’s shareholders sign a resolution under paragraph 155(1)(b) in lieu of an annual meeting, the company shall send a copy of the documents referred to in subsections 313(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.

1991, c. 45, s. 317; 1997, c. 15, s. 371; 2001, c. 9, s. 515.

Envoi à une date postérieure

(2) Dans les cas où les actionnaires ont signé la résolution, visée à l’alinéa 155(1)b), qui tient lieu d’assemblée annuelle, la société envoie les documents dans les trente jours suivant la signature de la résolution.

1991, ch. 45, art. 317; 1997, ch. 15, art. 371; 2001, ch. 9, art. 515.

 

Auditor

Definitions

318 For the purposes of this section and sections 319 to 338,

firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting; (cabinet de comptables)

member, in relation to a firm of accountants, means

(a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting, or

(b) an accountant who is an employee of a firm of accountants. (membre)

Appointment of auditor

319 (1) The shareholders of a company shall, by ordinary resolution at the first meeting of shareholders and

Vérificateur

Définitions

318 Les définitions qui suivent s’appliquent au présent article et aux articles 319 à 338.

cabinet de comptables Société de personnes dont les membres sont des comptables exerçant leur profession ou personne morale constituée sous le régime d’une loi provinciale et qui fournit des services de comptabilité. (firm of accountants)

membre Par rapport à un cabinet de comptables :

a) le comptable associé d’une société de personnes dont les membres sont des comptables exerçant leur profession;

b) le comptable employé par un cabinet de comptables. (member)

Nomination du vérificateur

319 (1) Les actionnaires de la société doivent, par résolution ordinaire, à leur première assemblée et à chaque assemblée annuelle subséquente, nommer un

 

 

Current to February 11, 2020

   179    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors        

  

États financiers et vérificateurs        

Auditor            

  

Vérificateur            

Sections 319-320                    Articles 319-320                

 

at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

 

vérificateur dont le mandat expire à la clôture de l’assemblée annuelle suivante.

 

 

Remuneration of auditor

(2) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders but, if not so fixed, shall be fixed by the directors.

Rémunération du vérificateur

(2) La rémunération du vérificateur est fixée par résolution ordinaire des actionnaires ou, à défaut, par le conseil d’administration.

 

 

Qualification of auditor

320 (1) A natural person or firm of accountants is qualified to be an auditor of a company if

(a) in the case of a natural person, the person is an accountant who

(i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

(ii) has at least five years experience at a senior level in performing audits of a financial institution,

(iii) is ordinarily resident in Canada, and

(iv) is independent of the company; and

(b) in the case of a firm of accountants, the member of the firm jointly designated by the firm and the company to conduct the audit of the company on behalf of the firm is qualified in accordance with paragraph (a).

 

Conditions à remplir

320 (1) Peut être nommée vérificateur la personne physique qui est un comptable :

a) membre en règle d’un institut ou d’une association de comptables constitués en personne morale sous le régime d’une loi provinciale;

b) possédant cinq ans d’expérience au niveau supérieur dans l’exécution de la vérification d’institutions financières;

c) résidant habituellement au Canada;

d) indépendant de la société.

Remplit également les conditions de nomination le cabinet de comptables qui désigne pour la vérification, conjointement avec la société, un membre qui satisfait par ailleurs aux critères énumérés aux alinéas a) à d).

 

 

Independence

(2) For the purposes of subsection (1),

(a) independence is a question of fact; and

(b) a person is deemed not to be independent of a company if that person, a business partner of that person or a firm of accountants of which that person is a member

(i) is a business partner, director, officer or employee of the company or of any affiliate of the company or is a business partner of any director, officer or employee of the company or of any affiliate of the company,

(ii) beneficially owns or controls, directly or indirectly, a material interest in the shares of the company or of any affiliate of the company, or

(iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a

Indépendance

(2) Pour l’application du paragraphe (1) :

a) l’indépendance est une question de fait;

b) la personne est réputée ne pas être indépendante de la société si elle-même, son associé ou le cabinet de comptables dont elle est membre :

(i) soit est l’associé, l’administrateur, le dirigeant ou l’employé de la société ou d’une entité de son groupe ou est l’associé d’un des administrateurs, dirigeants ou employés de la société ou d’une entité de son groupe,

(ii) soit possède à titre de véritable propriétaire ou contrôle, directement ou indirectement, un intérêt important dans des actions de la société ou d’une entité de son groupe,

(iii) soit a été séquestre, séquestre-gérant, liquidateur ou syndic de faillite de toute entité du groupe dont fait partie la société dans les deux ans précédant la date de la proposition de sa nomination au poste de vérificateur, sauf si l’entité

 

 

Current to February 11, 2020

   180    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 320-321    Articles 320-321

 

subsidiary of the company acquired pursuant to section 457 or through a realization of security pursuant to section 458.

Business partners

(2.1) For the purposes of subsection (2),

(a) in the case of the appointment of a natural person as the auditor of a company, a business partner of the person includes a shareholder of the business partner; and

(b) in the case of the appointment of a firm of accountants as the auditor of a company, a business partner of a member of the firm includes another member of the firm and a shareholder of the firm or of a business partner of the member.

est une filiale de la société acquise conformément à l’article 457 ou dont l’acquisition découle de la réalisation d’une sûreté en vertu de l’article 458.

Associé

(2.1) Pour l’application du paragraphe (2), est assimilé à l’associé de la personne :

a) dans le cas d’une personne physique qui est nommée vérificateur, l’actionnaire de l’associé;

b) dans le cas d’un cabinet de comptables qui est nommé vérificateur, l’autre membre ou l’actionnaire du cabinet de comptables ou l’actionnaire de l’associé du membre du cabinet de comptables.

 

 

Notice of designation

(3) Within fifteen days after the appointment of a firm of accountants as auditor of a company, the company and the firm of accountants shall jointly designate a member of the firm who meets the qualifications described in subsection (1) to conduct the audit of the company on behalf of the firm and the company shall forthwith notify the Superintendent in writing of the designation.

New designation

(4) Where for any reason a member of a firm of accountants designated pursuant to subsection (3) ceases to conduct the audit of the company, the company and the firm of accountants may jointly designate another member of the same firm of accountants who meets the qualifications described in subsection (1) to conduct the audit of the company and the company shall forthwith notify the Superintendent in writing of the designation.

Avis au surintendant

(3) Dans les quinze jours suivant la nomination d’un cabinet de comptables, la société et le cabinet désignent conjointement un membre qui remplit les conditions du paragraphe (1) pour effectuer la vérification au nom du cabinet; la société en avise sans délai par écrit le surintendant.

Remplacement d’un membre désigné

(4) Si, pour une raison quelconque, le membre désigné cesse de remplir ses fonctions, la société et le cabinet de comptables peuvent désigner conjointement un autre membre qui remplit les conditions du paragraphe (1); la société en avise sans délai par écrit le surintendant.

 

 

Deemed vacancy

(5) In any case where subsection (4) applies and a designation is not made pursuant to that subsection within thirty days after the designated member ceases to conduct the audit of the company, there shall be deemed to be a vacancy in the office of auditor of the company.

1991, c. 45, s. 320; 2001, c. 9, s. 516; 2005, c. 54, s. 437.

Poste déclaré vacant

(5) Dans le cas visé au paragraphe (4), faute de désignation dans les trente jours de la cessation des fonctions du membre, le poste de vérificateur est déclaré vacant.

1991, ch. 45, art. 320; 2001, ch. 9, art. 516; 2005, ch. 54, art. 437.

 

Duty to resign

321 (1) An auditor who ceases to be qualified under section 320 shall resign forthwith after the auditor, where the auditor is a natural person, or any member of the firm of accountants, where the auditor is a firm of accountants, becomes aware that the auditor or the firm has ceased to be so qualified.

Obligation de démissionner

321 (1) Le vérificateur doit se démettre dès qu’à sa connaissance, s’il s’agit d’une personne physique, ou à celle d’un de ses membres, s’il s’agit d’un cabinet, il ne remplit plus les conditions prévues à l’article 320.

 

 

Current to February 11, 2020

   181    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 321-324    Articles 321-324

 

Disqualification order

(2) Any interested person may apply to a court for an order declaring that an auditor of a company has ceased to be qualified under section 320 and declaring the office of auditor to be vacant.

 

Destitution judiciaire

(2) Tout intéressé peut demander au tribunal de déclarer, par ordonnance, que le vérificateur de la société ne remplit plus les conditions prévues à l’article 320 et que son poste est vacant.

 

 

Revocation of appointment

322 (1) The shareholders of a company may, by ordinary resolution at a special meeting, revoke the appointment of an auditor.

 

Révocation

322 (1) Les actionnaires peuvent, par résolution ordinaire adoptée lors d’une assemblée extraordinaire, révoquer le vérificateur.

 

 

Idem

(2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or 319(1) or section 324 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the company addressed to the usual place of business of the auditor and the company.

Idem

(2) Le surintendant peut à tout moment révoquer le vérificateur nommé conformément aux paragraphes (3) ou 319(1) ou à l’article 324 par avis écrit portant sa signature et envoyé par courrier recommandé à l’établissement habituel d’affaires du vérificateur et de la société.

 

 

Filling vacancy

(3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) may be filled at the meeting at which the appointment was revoked and, if not so filled, shall be filled by the directors under section 324.

Vacance

(3) La vacance créée par la révocation du vérificateur conformément au paragraphe (1) peut être comblée lors de l’assemblée où celle-ci a eu lieu; à défaut, elle est comblée par le conseil d’administration en application de l’article 324.

 

 

Ceasing to hold office

323 (1) An auditor of a company ceases to hold office when

(a) the auditor resigns;

(b) the auditor, where the auditor is a natural person, dies; or

(c) the appointment of the auditor is revoked by the shareholders or the Superintendent.

 

Fin du mandat

323 (1) Le mandat du vérificateur prend fin à, selon le cas :

a) sa démission;

b) son décès;

c) sa révocation par les actionnaires ou le surintendant.

 

 

Effective date of resignation

(2) The resignation of an auditor becomes effective at the time a written resignation is sent to the company or at the time specified in the resignation, whichever is later.

 

Date d’effet de la démission

(2) La démission du vérificateur prend effet à la date de son envoi par écrit à la société ou, si elle est postérieure, à la date qui y est précisée.

 

 

Filling vacancy

324 (1) Subject to subsection 322(3), where a vacancy occurs in the office of auditor of a company, the directors shall forthwith fill the vacancy, and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor.

Where Superintendent may fill vacancy

(2) Where the directors fail to fill a vacancy in accordance with subsection (1), the Superintendent may fill

Poste vacant comblé

324 (1) Sous réserve du paragraphe 322(3), le conseil d’administration pourvoit sans délai à toute vacance; le nouveau vérificateur est en poste jusqu’à l’expiration du mandat de son prédécesseur.

Vacance comblée par le surintendant

(2) À défaut de nomination par le conseil d’administration, le surintendant peut y procéder; le

 

 

Current to February 11, 2020

   182    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 324-326

  

Articles 324-326

 

 

the vacancy and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor.

Designation of member of firm

(3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit of the company on behalf of the firm.

nouveau vérificateur reste en poste jusqu’à l’expiration du mandat de son prédécesseur.

Désignation du membre du cabinet

(3) Le cas échéant, le surintendant, s’il a nommé un cabinet de comptables, désigne le membre du cabinet chargé d’effectuer la vérification au nom de celui-ci.

 

 

Right to attend meetings

325 (1) The auditor of a company is entitled to receive notice of every meeting of shareholders and, at the expense of the company, to attend and be heard thereat on matters relating to the duties of the auditor.

Duty to attend meeting

(2) If a director or shareholder of a company, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than ten days before a meeting of shareholders, to an auditor or former auditor of the company that the director or shareholder wishes the auditor’s attendance at the meeting, the auditor or former auditor shall attend the meeting at the expense of the company and answer questions relating to the auditor’s or former auditor’s duties as auditor.

Droit d’assister à l’assemblée

325 (1) Le vérificateur de la société a le droit de recevoir avis de toute assemblée des actionnaires, d’y assister aux frais de la société et d’y être entendu sur toute question relevant de ses fonctions.

Obligation d’assister à l’assemblée

(2) Le vérificateur — ancien ou en exercice — à qui l’un des administrateurs ou un actionnaire habile ou non à voter donne avis écrit, au moins dix jours à l’avance, de la tenue d’une assemblée des actionnaires et de son désir de l’y voir présent, doit y assister aux frais de la société et répondre à toute question relevant de ses fonctions.

 

 

Notice to company

(3) A director or shareholder who gives notice under subsection (2) shall send concurrently a copy of the notice to the company and the company shall forthwith send a copy thereof to the Superintendent.

Superintendent may attend

(4) The Superintendent may attend and be heard at any meeting referred to in subsection (2).

Statement of auditor

326 (1) An auditor of a company who

(a) resigns,

(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of revoking the appointment of the auditor, or

(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment or because the auditor’s term of office has expired or is about to expire,

Avis à la société

(3) L’administrateur ou l’actionnaire qui donne l’avis en fait parvenir simultanément un exemplaire à la société, laquelle en adresse sans délai copie au surintendant.

Droit d’assister à l’assemblée

(4) Le surintendant peut assister à l’assemblée et y être entendu.

Déclaration du vérificateur

326 (1) Est tenu de soumettre à la société et au surintendant une déclaration écrite exposant les motifs de sa démission ou de son opposition aux mesures envisagées le vérificateur de la société qui, selon le cas :

a) démissionne;

b) est informé, notamment par voie d’avis, de la convocation d’une assemblée des actionnaires ayant pour but de le révoquer;

c) est informé, notamment par voie d’avis, de la tenue d’une réunion du conseil d’administration ou d’une assemblée des actionnaires destinée à pourvoir le poste de vérificateur par suite de sa démission, de sa

 

 

Current to February 11, 2020

   183    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 326-328    Articles 326-328

 

shall submit to the company and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action.

Other statements

(1.1) In the case of a proposed replacement of an auditor whether because of removal or the expiry of their term, the company shall make a statement of the reasons for the proposed replacement and the proposed replacement auditor may make a statement in which they comment on those reasons.

révocation ou de l’expiration effective ou prochaine de son mandat.

Autres déclarations

(1.1) Dans le cas où la société se propose de remplacer le vérificateur pour cause de révocation ou d’expiration de son mandat, elle doit présenter une déclaration motivée et le nouveau vérificateur peut présenter une déclaration commentant ces motifs.

 

 

Statements to be sent

(2) The company shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every shareholder entitled to vote at the annual meeting of shareholders and to the Superintendent.

1991, c. 45, s. 326; 2005, c. 54, s. 438.

Duty of replacement auditor

327 (1) Where an auditor of a company has resigned or the appointment of an auditor has been revoked, no person or firm shall accept an appointment as auditor of the company or consent to be the auditor of the company until the person or firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked.

Diffusion des motifs

(2) La société envoie sans délai au surintendant et à tout actionnaire habile à voter à l’assemblée annuelle copie des déclarations visées aux paragraphes (1) et (1.1).

1991, ch. 45, art. 326; 2005, ch. 54, art. 438.

Remplaçant

327 (1) Nul ne peut accepter de remplacer le vérificateur qui a démissionné ou a été révoqué sans auparavant avoir demandé et obtenu de celui-ci une déclaration écrite exposant les circonstances justifiant sa démission, ou expliquant, selon lui, sa révocation.

 

 

Exception

(2) Notwithstanding subsection (1), a person or firm may accept an appointment or consent to be appointed as auditor of a company if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received.

Effect of non-compliance

(3) Unless subsection (2) applies, an appointment as auditor of a company is void if subsection (1) has not been complied with.

Auditor’s examination

328 (1) The auditor of a company shall make such examination as the auditor considers necessary to enable the auditor to report on the annual statement and on other financial statements required by this Act to be placed before the shareholders, except such annual statements or parts thereof as relate to the period referred to in sub-paragraph 313(1)(a)(ii).

 

Exception

(2) Par dérogation au paragraphe (1), toute personne ou tout cabinet peut accepter d’être nommé vérificateur en l’absence de réponse dans les quinze jours à la demande de déclaration écrite.

Effet de l’inobservation

(3) Sauf dans le cas prévu au paragraphe (2), l’inobservation du paragraphe (1) entraîne la nullité de la nomination.

Examen

328 (1) Le vérificateur de la société procède à l’examen qu’il estime nécessaire pour faire rapport sur le rapport annuel et sur les autres états financiers qui doivent, aux termes de la présente loi, être présentés aux actionnaires, à l’exception des états financiers ou des parties d’états financiers se rapportant à la période visée au sous-alinéa 313(1)a)(ii).

 

 

Current to February 11, 2020

   184    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 328-330    Articles 328-330

 

Auditing standards

(2) The auditor’s examination referred to in subsection (1) shall, except as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada.

1991, c. 45, s. 328; 2017, c. 26, s. 62.

Right to information

329 (1) On the request of the auditor of a company, the present or former directors, officers, employees or agents of the company shall, to the extent that such persons are reasonably able to do so,

(a) permit access to such records, assets and security held by the company or any entity in which the company has a substantial investment, and

(b) provide such information and explanations

as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the company.

Normes applicables

(2) Sauf spécification contraire du surintendant, le vérificateur applique les normes de vérification généralement reconnues et principalement celles qui sont énoncées dans le Manuel de Comptables professionnels agréés du Canada.

1991, ch. 45, art. 328; 2017, ch. 26, art. 62.

Droit à l’information

329 (1) Les administrateurs, dirigeants, employés ou mandataires de la société, ou leurs prédécesseurs, doivent, à la demande du vérificateur et dans la mesure où, d’une part, ils peuvent le faire et, d’autre part, ce dernier l’estime nécessaire à l’exercice de ses fonctions :

a) lui donner accès aux registres, éléments d’actif et sûretés détenus par la société ou par toute entité dans laquelle elle détient un intérêt de groupe financier;

b) lui fournir des renseignements ou éclaircissements.

 

 

Directors to provide information

(2) On the request of the auditor of a company, the directors of the company shall, to the extent that they are reasonably able to do so,

(a) obtain from the present or former directors, officers, employees and agents of any entity in which the company has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the company; and

(b) provide the auditor with the information and explanations so obtained.

No civil liability

(3) A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.

Obligation du conseil d’administration : information

(2) À la demande du vérificateur, le conseil d’administration de la société doit, dans la mesure du possible :

a) obtenir des administrateurs, dirigeants, employés et mandataires de toute entité dans laquelle la société détient un intérêt de groupe financier, ou de leurs prédécesseurs, les renseignements et éclaircissements que ces personnes sont en mesure de fournir et que le vérificateur estime nécessaires à l’exercice de ses fonctions;

b) lui fournir les renseignements et éclaircissements ainsi obtenus.

Non-responsabilité civile

(3) Nul n’encourt de responsabilité civile pour avoir fait, de bonne foi, une déclaration orale ou écrite en vertu des paragraphes (1) ou (2).

 

 

Auditor’s report and extended examination

330 (1) The Superintendent may, in writing, require that the auditor of a company report to the Superintendent on the extent of the auditor’s procedures in the examination of the annual statement and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the

Rapport du vérificateur au surintendant

330 (1) Le surintendant peut exiger, par écrit, que le vérificateur de la société lui fasse rapport sur le type de procédure utilisé lors de sa vérification du rapport annuel; il peut en outre lui demander, par écrit, d’étendre la portée de sa vérification et lui ordonner de mettre en œuvre, dans certains cas, d’autres types de procédure. Le

 

 

Current to February 11, 2020

   185    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 330-331

  

Articles 330-331

 

auditor shall comply with any such requirement of the Superintendent and report to the Superintendent thereon.

Special examination

(2) The Superintendent may, in writing, require that the auditor of a company make a particular examination relating to the adequacy of the procedures adopted by the company for the safety of its creditors and shareholders, or any other examination as, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent thereon.

Idem

(3) The Superintendent may direct that a special audit of a company be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose an accountant or a firm of accountants qualified pursuant to subsection 320(1) to be an auditor of the company.

vérificateur est tenu de se conformer aux demandes du surintendant et de lui faire rapport à ce sujet.

Vérification spéciale

(2) Le surintendant peut exiger, par écrit, que le vérificateur de la société procède à une vérification spéciale visant à déterminer si la méthode utilisée par la société pour sauvegarder les intérêts de ses créanciers et de ses actionnaires est adéquate, ainsi qu’à toute autre vérification rendue nécessaire, à son avis, par l’intérêt public, et lui fasse rapport à ce sujet.

Idem

(3) Le surintendant peut, s’il l’estime nécessaire, faire procéder à une vérification spéciale et nommer à cette fin un comptable ou un cabinet de comptables répondant aux exigences du paragraphe 320(1).

 

 

Expenses payable by company

(4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the company on being approved in writing by the Superintendent.

1991, c. 45, s. 330; 1999, c. 31, s. 217(F).

Auditor’s report

331 (1) The auditor shall, not less than twenty-one days before the date of the annual meeting of the shareholders of the company, make a report in writing to the shareholders on the annual statement referred to in subsection

313(1).

Audit for shareholders

(2) In each report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the annual statement presents fairly, in accordance with the accounting principles referred to in subsection 313(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.

Dépenses

(4) Les dépenses engagées en application des paragraphes (1) à (3) sont, si elles sont autorisées par écrit par le surintendant, à la charge de la société.

1991, ch. 45, art. 330; 1999, ch. 31, art. 217(F).

Rapport du vérificateur

331 (1) Au moins vingt et un jours avant la date de l’assemblée annuelle, le vérificateur établit un rapport écrit à l’intention des actionnaires concernant le rapport annuel prévu au paragraphe 313(1).

Teneur du rapport

(2) Dans chacun des rapports prévus au paragraphe (1), le vérificateur déclare si, à son avis, le rapport annuel présente fidèlement, selon les principes comptables visés au paragraphe 313(4), la situation financière de la société à la clôture de l’exercice auquel il se rapporte ainsi que le résultat de ses opérations et les modifications survenues dans sa situation financière au cours de cet exercice.

 

 

Auditor’s remarks

(3) In each report referred to in subsection (2), the auditor shall include such remarks as the auditor considers necessary when

(a) the examination has not been made in accordance with the auditing standards referred to in subsection 328(2);

Observations

(3) Dans chacun des rapports, le vérificateur inclut les observations qu’il estime nécessaires dans les cas où :

a) l’examen n’a pas été effectué selon les normes de vérification visées au paragraphe 328(2);

b) le rapport annuel en question et celui de l’exercice précédent n’ont pas été établis sur la même base;

 

 

Current to February 11, 2020

   186    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 331-333

  

Articles 331-333

 

(b) the annual statement has not been prepared on a basis consistent with that of the preceding financial year; or

(c) the annual statement does not present fairly, in accordance with the accounting principles referred to in subsection 313(4), the financial position of the company as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the company for that financial year.

c) le rapport annuel, compte tenu des principes comptables visés au paragraphe 313(4), ne reflète pas fidèlement soit la situation financière de la société à la clôture de l’exercice auquel il se rapporte, soit le résultat de ses opérations, soit les modifications survenues dans sa situation financière au cours de cet exercice.

 

 

Report on directors’ statement

332 (1) The auditor of a company shall, if required by the shareholders, audit and report to the shareholders on any financial statement submitted by the directors to the shareholders, and the report shall state whether, in the auditor’s opinion, the financial statement presents fairly the information required by the shareholders.

Making of report

(2) A report of the auditor made under subsection (1) shall be attached to the financial statement to which it relates and a copy of the statement and report shall be sent by the directors to every shareholder and to the Superintendent.

Report to officers

333 (1) It is the duty of the auditor of a company to report in writing to the chief executive officer and chief financial officer of the company any transactions or conditions that have come to the auditor’s attention affecting the well-being of the company that in the auditor’s opinion are not satisfactory and require rectification and, without restricting the generality of the foregoing, the auditor shall, as occasion requires, make a report to those officers in respect of

(a) transactions of the company that have come to the auditor’s attention and that in the auditor’s opinion have not been within the powers of the company, and

(b) loans owing to the company by any person the aggregate amount of which exceeds one half of one per cent of the regulatory capital of the company and in respect of which, in the auditor’s opinion, loss to the company is likely to occur,

but when a report required under paragraph (b) has been made in respect of loans to any person, it is not necessary to report again in respect of loans to that person unless, in the opinion of the auditor, the amount of the loss likely to occur has increased.

Rapport aux actionnaires

332 (1) Si les actionnaires l’exigent, le vérificateur de la société vérifie tout état financier qui leur est soumis par le conseil d’administration; le rapport qu’il leur fait doit indiquer si, de l’avis du vérificateur, l’état financier présente fidèlement les renseignements demandés.

Idem

(2) Le rapport en question est annexé à l’état financier auquel il se rapporte; le conseil d’administration en fait parvenir un exemplaire, ainsi que de l’état, à chaque actionnaire et au surintendant.

Rapport aux dirigeants

333 (1) Le vérificateur de la société établit, à l’intention du premier dirigeant et du directeur financier, un rapport portant sur les opérations ou conditions portées à son attention et qui sont dommageables pour la bonne santé de la société et, selon lui, nécessitent redressement, notamment :

a) les opérations portées à son attention et qui, à son avis, outrepassent les pouvoirs de la société;

b) les prêts avancés par la société à une personne pour un total dépassant un demi de un pour cent du capital réglementaire de la société, s’il estime que ces prêts risquent de causer une perte à la société.

Toutefois, si un rapport a déjà été établi à l’égard des prêts avancés à une personne, il n’est pas nécessaire d’en faire un autre à l’égard des prêts avancés à cette même personne, à moins que, de l’avis du vérificateur, le montant de la perte ne soit susceptible de s’accroître.

 

 

Current to February 11, 2020

   187    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 333-335

  

Articles 333-335

 

Transmission of report

(2) Where the auditor of a company makes a report under subsection (1),

(a) the auditor shall transmit the report, in writing, to the chief executive officer and chief financial officer of the company;

(b) the report shall be presented to the first meeting of the directors following its receipt;

(c) the report shall be incorporated in the minutes of that meeting; and

(d) the auditor shall, at the time of transmitting the report to the chief executive officer and chief financial officer, provide the audit committee of the company and the Superintendent with a copy.

1991, c. 45, s. 333; 2005, c. 54, s. 439.

Distribution du rapport

(2) Le vérificateur transmet son rapport au premier dirigeant et au directeur financier de la société et en fournit simultanément un exemplaire au comité de vérification et au surintendant; le rapport est en outre présenté à la réunion suivante du conseil d’administration et il fait partie du procès-verbal de cette réunion.

1991, ch. 45, art. 333; 2005, ch. 54, art. 439.

 

 

Auditor of subsidiaries

334 (1) A company shall take all necessary steps to ensure that its auditor is duly appointed as the auditor of each of its subsidiaries.

Subsidiary outside Canada

(2) Subsection (1) applies in the case of a subsidiary that carries on its operations in a country other than Canada unless the laws of that country do not permit the appointment of the auditor of the company as the auditor of that subsidiary.

Exception

(3) Subsection (1) does not apply in respect of any particular subsidiary where the company, after having consulted its auditor, is of the opinion that the total assets of the subsidiary are not a material part of the total assets of the company.

Auditor’s attendance

335 (1) The auditor of a company is entitled to receive notice of every meeting of the audit committee and the conduct review committee of the company and, at the expense of the company, to attend and be heard at that meeting.

Attendance

(2) If so requested by a member of the audit committee, the auditor shall attend every meeting of the audit committee held during the member’s term of office.

1991, c. 45, s. 335; 1993, c. 34, s. 125(F).

 

Vérification des filiales

334 (1) La société prend toutes les dispositions nécessaires pour que son vérificateur soit nommé vérificateur de ses filiales.

Filiale à l’étranger

(2) Le paragraphe (1) s’applique dans le cas d’une filiale qui exerce son activité dans un pays étranger sauf si les lois de ce pays ne le permettent pas.

Exception

(3) Dans le cas où la société, après consultation de son vérificateur, estime que l’actif total d’une de ses filiales ne représente pas une partie importante de son actif total, le paragraphe (1) ne s’applique pas à cette filiale.

Présence du vérificateur

335 (1) Le vérificateur a droit aux avis des réunions des comités de vérification et de révision de la société et peut y assister aux frais de celle-ci et y être entendu.

Idem

(2) À la demande de tout membre du comité de vérification, le vérificateur assiste à toutes réunions de ce comité tenues au cours du mandat de ce membre.

1991, ch. 45, art. 335; 1993, ch. 34, art. 125(F).

 

 

Current to February 11, 2020

   188    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Auditor

  

Vérificateur

Sections 336-339

  

Articles 336-339

 

Calling meeting

336 (1) The auditor of a company or a member of the audit committee may call a meeting of the audit committee.

Right to interview

(2) The chief internal auditor of a company or any officer or employee of the company acting in a similar capacity shall, at the request of the auditor of the company and on receipt of reasonable notice, meet with the auditor.

Notice of errors

337 (1) A director or an officer of a company shall forthwith notify the audit committee and the auditor of the company of any error or misstatement of which the director or officer becomes aware in an annual statement or other financial statement on which the auditor or any former auditor has reported.

Error noted by auditor

(2) If the auditor or a former auditor of a company is notified or becomes aware of an error or misstatement in an annual statement or other financial statement on which the auditor reported and in the auditor’s opinion the error or misstatement is material, the auditor or former auditor shall inform each director of the company accordingly.

Duty of directors

(3) When under subsection (2) the auditor or a former auditor of a company informs the directors of an error or misstatement in an annual statement or other financial statement, the directors shall

(a) prepare and issue a revised annual statement or financial statement; or

(b) otherwise inform the shareholders and the Superintendent of the error or misstatement.

Qualified privilege for statements

338 Any oral or written statement or report made under this Act by the auditor or a former auditor of a company has qualified privilege.

Convocation d’une réunion

336 (1) Le comité de vérification peut être convoqué par l’un de ses membres ou par le vérificateur.

Rencontre demandée

(2) Le vérificateur en chef interne ou tout dirigeant ou employé de la société occupant des fonctions analogues doit rencontrer le vérificateur de la société si celui-ci lui en fait la demande et l’en avise en temps utile.

Avis des erreurs

337 (1) Tout administrateur ou dirigeant doit sans délai aviser le comité de vérification ainsi que le vérificateur des erreurs ou renseignements inexacts qu’il relève dans un rapport annuel ou tout autre état financier ayant fait l’objet d’un rapport de ce dernier ou de ses prédécesseurs.

Erreur dans les états financiers

(2) Le vérificateur ou celui de ses prédécesseurs qui prend connaissance d’une erreur ou d’un renseignement inexact et, à son avis, important dans le rapport annuel ou tout autre état financier sur lequel il a fait rapport doit en informer chaque administrateur.

Obligation du conseil d’administration

(3) Une fois mis au courant, le conseil d’administration fait établir et publier un rapport ou état révisé ou informe par tous autres moyens les actionnaires et le surintendant des erreurs ou renseignements inexacts qui lui ont été révélés.

 

 

Immunité (diffamation)

338 Le vérificateur et ses prédécesseurs jouissent d’une immunité relative en ce qui concerne les déclarations orales ou écrites et les rapports faits par eux aux termes de la présente loi.

 

 

Remedial Actions

Derivative action

339 (1) Subject to subsection (2), a complainant or the Superintendent may apply to a court for leave to bring an action under this Act in the name and on behalf of a company or any of its subsidiaries, or to intervene in an

Recours judiciaires

Recours similaire à l’action oblique

339 (1) Sous réserve du paragraphe (2), le plaignant ou le surintendant peut demander au tribunal l’autorisation soit d’intenter, aux termes de la présente loi, une action au nom et pour le compte d’une société ou de l’une de ses

 

 

Current to February 11, 2020

   189    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Remedial Actions

  

Recours judiciaires

Sections 339-340

  

Articles 339-340

 

action under this Act to which the company or a subsidiary of the company is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the company or the subsidiary.

Conditions precedent

(2) No action may be brought and no intervention in an action may be made under subsection (1) by a complainant unless the court is satisfied that

(a) the complainant has, not less than 14 days before bringing the application or as otherwise ordered by the court, given notice to the directors of the company or the company’s subsidiary of the complainant’s intention to apply to the court under subsection (1) if the directors of the company or the company’s subsidiary do not bring, diligently prosecute or defend or discontinue the action;

(b) the complainant is acting in good faith; and

(c) it appears to be in the interests of the company or the subsidiary that the action be brought, prosecuted, defended or discontinued.

filiales, soit d’intervenir dans une action intentée aux termes de la présente loi et à laquelle est partie une telle société ou filiale, afin d’y mettre fin, de la poursuivre ou d’y présenter une défense pour le compte de cette société ou de sa filiale.

Conditions préalables

(2) L’action ou l’intervention ne sont recevables que si le tribunal est convaincu à la fois :

a) que le plaignant a donné avis de son intention de présenter la demande, au moins quatorze jours avant la présentation ou dans le délai que le tribunal estime indiqué, aux administrateurs de la société ou de sa filiale au cas où ils n’ont pas intenté l’action, n’ont pas agi avec diligence dans le cadre de celle-ci ou n’y ont pas mis fin;

b) que le plaignant agit de bonne foi;

c) qu’il semble être de l’intérêt de la société ou de sa filiale d’intenter l’action, de la poursuivre, d’y présenter une défense ou d’y mettre fin.

 

 

Notice to Superintendent

(3) A complainant under subsection (1) shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.

1991, c. 45, s. 339; 2005, c. 54, s. 440.

Powers of court

340 (1) In connection with an action brought or intervened in under subsection 339(1), the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,

(a) an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action;

(b) an order giving directions for the conduct of the action;

(c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present security holders of the company or of the subsidiary instead of to the company or to the subsidiary; and

(d) an order requiring the company or the subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action.

Avis au surintendant

(3) Le plaignant donne avis de sa demande au surintendant; celui-ci peut comparaître en personne ou par ministère d’avocat lors de l’audition de celle-ci.

1991, ch. 45, art. 339; 2005, ch. 54, art. 440.

Pouvoirs du tribunal

340 (1) Le tribunal saisi peut rendre l’ordonnance qu’il estime indiquée et, notamment :

a) autoriser le plaignant, le surintendant ou toute autre personne à assurer la conduite de l’action;

b) donner des instructions sur la conduite de l’action;

c) faire payer directement aux anciens ou actuels détenteurs de valeurs mobilières, et non à la société ou à sa filiale, en tout ou en partie, les sommes mises à la charge d’un défendeur;

d) obliger la société ou sa filiale à payer les frais de justice raisonnables supportés par le plaignant ou le surintendant dans le cadre de l’action.

 

 

Current to February 11, 2020

   190    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Remedial Actions

  

Recours judiciaires

Sections 340-343

  

Articles 340-343

 

Jurisdiction

(2) Notwithstanding subsection (1), the court may not make any order in relation to any matter that would, under this Act, require the approval of the Minister or the Superintendent.

 

Compétence

(2) Le tribunal ne peut rendre l’ordonnance nécessitant, aux termes de la présente loi, l’agrément du ministre ou du surintendant.

 

 

Status of shareholder approval

341 (1) An application made or an action brought or intervened in under subsection 339(1) or section 343 need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company or its subsidiary has been or might be approved by the shareholders of the company or subsidiary or both, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 340.

Preuve de l’approbation des actionnaires non décisive

341 (1) Le fait qu’il est prouvé que les actionnaires ont approuvé, ou pourraient approuver, la prétendue inexécution d’obligations envers la société et sa filiale, ou l’une d’elles, ne constitue pas un motif suffisant pour suspendre ou rejeter les demandes, actions ou interventions visées au paragraphe 339(1) ou à l’article 343; le tribunal peut toutefois tenir compte de cette preuve en rendant son ordonnance.

 

 

Court approval to discontinue

(2) An application made or an action brought or intervened in under subsection 339(1) or section 343 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

Approbation de l’abandon des poursuites

(2) La suspension, l’abandon, le règlement ou le rejet des demandes, actions ou interventions visées au paragraphe 339(1) ou à l’article 343 pour cause de défaut de procédure utile est subordonné à son approbation par le tribunal selon les modalités qu’il estime indiquées; le tribunal peut également ordonner à toute partie d’en donner avis aux plaignants s’il conclut que leurs droits pourraient être sérieusement atteints.

 

 

No security for costs

342 (1) A complainant is not required to give security for costs in any application made or any action brought or intervened in under subsection 339(1) or section 343.

 

Absence de cautionnement

342 (1) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais.

 

 

Interim costs

(2) In an application made or an action brought or intervened in under subsection 339(1) or section 343, the court may at any time order the company or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable by the court for those interim costs on final disposition of the application or action.

1991, c. 45, s. 342; 2005, c. 54, s. 441(F).

Frais provisoires

(2) En donnant suite au recours, le tribunal peut ordonner à la société ou à sa filiale de verser au plaignant des frais et dépens provisoires, y compris les frais de justice et les débours, dont ils pourront être comptables devant le tribunal lors de l’adjudication définitive.

1991, ch. 45, art. 342; 2005, ch. 54, art. 441(F).

 

 

Application to rectify records

343 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register or any other record of a company, the company, a security holder of the company or any aggrieved person may apply to a court for an order that the securities register or record be rectified.

Demande de rectification

343 (1) La société — ainsi que tout détenteur de ses valeurs mobilières ou toute personne qui subit un préjudice — peut demander au tribunal de rectifier, par ordonnance, son registre des valeurs mobilières ou ses autres livres, si le nom d’une personne y a été inscrit, maintenu, supprimé ou omis prétendument à tort.

 

 

Current to February 11, 2020

   191    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Remedial Actions

  

Recours judiciaires

Sections 343-346

  

Articles 343-346

 

Notice to Superintendent

(2) An applicant under this section shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.

Avis au surintendant

(2) Le demandeur doit donner avis de sa demande au surintendant, lequel peut comparaître en personne ou par ministère d’avocat lors de l’audition de celle-ci.

 

 

Powers of court

(3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,

(a) an order requiring the securities register or other record of the company to be rectified;

(b) an order restraining a company from calling or holding a meeting of shareholders or paying a dividend before the rectification;

(c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the securities register or records of the company, whether the issue arises between two or more security holders or alleged security holders, or between the company and any security holder or alleged security holder; and

(d) an order compensating a party who has incurred a loss.

 

Pouvoirs du tribunal

(3) En donnant suite aux demandes visées au présent article, le tribunal peut rendre les ordonnances qu’il estime indiquées, notamment pour :

a) ordonner la rectification du registre des valeurs mobilières ou des autres livres de la société;

b) enjoindre à la société de ne pas convoquer ou tenir d’assemblée ni de verser de dividende avant la rectification;

c) déterminer le droit d’une partie à l’inscription, au maintien, à la suppression ou à l’omission de son nom dans le registre des valeurs mobilières ou autres livres de la société, que le litige survienne entre plusieurs détenteurs ou prétendus détenteurs de valeurs mobilières ou entre eux et la société;

d) indemniser toute partie qui a subi une perte.

 

 

Liquidation and Dissolution

Definition of “court”

344 For the purposes of subsections 351(1) and 352(1) and (2), sections 353 to 357, subsection 358(1), sections 360 and 362 to 364, subsections 368(3) and (4) and section 373, court means a court having jurisdiction in the place where the company has its head office.

Application of subsection (2) and sections 346 to 373

345 (1) Subsection (2) and sections 346 to 373 do not apply to a company that is insolvent within the meaning of the Winding-up and Restructuring Act.

Staying proceedings on insolvency

(2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a company shall be stayed if the company is at any time found to be insolvent within the meaning of the Winding-up and Restructuring Act.

1991, c. 45, s. 345; 1996, c. 6, s. 167.

Liquidation et dissolution

Définition de tribunal

344 Pour l’application des paragraphes 351(1) et 352(1) et (2), des articles 353 à 357, du paragraphe 358(1), des articles 360 et 362 à 364, des paragraphes 368(3) et (4) et de l’article 373, le tribunal est la juridiction compétente du ressort du siège de la société.

Application du paragraphe (2) et des articles 346 à 373

345 (1) Le paragraphe (2) et les articles 346 à 373 ne s’appliquent pas aux sociétés insolvables au sens de la Loi sur les liquidations et les restructurations.

Suspension des procédures

(2) Toute procédure soit de dissolution, soit de liquidation et de dissolution, engagée aux termes de la présente partie est suspendue dès la constatation de l’insolvabilité de la société, au sens de la Loi sur les liquidations et les restructurations.

1991, ch. 45, art. 345; 1996, ch. 6, art. 167.

 

 

Returns to Superintendent

346 A liquidator appointed under this Part to wind up the business of a company shall provide the

Relevés fournis au surintendant

346 Le liquidateur nommé conformément à la présente partie pour procéder à la liquidation des activités de la

 

 

Current to February 11, 2020

   192    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Liquidation and Dissolution

  

Liquidation et dissolution

Sections 346-349

  

Articles 346-349

 

Superintendent with such information relating to the business and affairs of the company in such form as the Superintendent requires.

société doit fournir au surintendant, en la forme requise, les renseignements pertinents que celui-ci exige.

 

 

Simple Liquidation

No property and no liabilities

347 (1) A company that has no property and no liabilities may, if authorized by a special resolution of the shareholders or, if there are no shareholders, by a resolution of all the directors, apply to the Minister for letters patent dissolving the company.

Dissolution by letters patent

(2) Where the Minister has received an application under subsection (1) and is satisfied that all the circumstances so warrant, the Minister may issue letters patent dissolving the company.

Effect of letters patent

(3) A company in respect of which letters patent are issued under subsection (2) ceases to exist on the day stated in the letters patent.

Proposing liquidation

348 (1) The voluntary liquidation and dissolution of a company, other than a company referred to in subsection 347(1),

(a) may be proposed by its directors; or

(b) may be initiated by way of a proposal made by a shareholder who is entitled to vote at an annual meeting of shareholders in accordance with sections 146 and 147.

Terms must be set out

(2) A notice of any meeting of shareholders at which the voluntary liquidation and dissolution of a company is to be proposed shall set out the terms of the proposal.

Shareholders’ resolution

349 Where the voluntary liquidation and dissolution of a company is proposed, the company may apply to the Minister for letters patent dissolving the company if authorized by a special resolution of the shareholders or, where the company has issued more than one class of shares, by special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote.

Liquidation simple

Dissolution en l’absence de biens et de dettes

347 (1) La société qui n’a ni biens ni dettes peut, avec l’autorisation soit par résolution extraordinaire des actionnaires, soit — si elle n’a pas d’actionnaires — par résolution de tous les administrateurs, demander au ministre de lui délivrer des lettres patentes de dissolution.

Dissolution par lettres patentes

(2) Après réception de la demande, le ministre peut délivrer des lettres patentes de dissolution, s’il est convaincu que les circonstances le justifient.

Date de dissolution

(3) La société cesse d’exister à la date figurant sur les lettres patentes de dissolution.

Proposition de liquidation et dissolution

348 (1) La liquidation et la dissolution volontaires d’une société autre que celle mentionnée au paragraphe 347(1) peuvent être proposées :

a) soit par son conseil d’administration;

b) soit par tout actionnaire ayant droit de vote à l’assemblée annuelle des actionnaires aux termes des articles 146 et 147.

Avis d’assemblée

(2) L’avis de convocation de l’assemblée qui doit statuer sur la proposition de liquidation et de dissolution volontaires de la société doit en exposer les modalités.

Résolution des actionnaires

349 La société visée à l’article 348 peut, si elle y est autorisée par résolution extraordinaire des actionnaires ou, lorsqu’elle a émis plusieurs catégories d’actions —assorties ou non du droit de vote — , par résolution extraordinaire des détenteurs de chacune d’elle, demander au ministre de lui délivrer des lettres patentes de dissolution.

 

 

Current to February 11, 2020

   193    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Simple Liquidation

  

Liquidation simple

Section 350

  

Article 350

 

Approval of Minister required

350 (1) No action directed toward the voluntary liquidation and dissolution of a company shall be taken by a company, other than as provided in sections 348 and 349, until an application made by the company pursuant to section 349 has been approved by the Minister.

Approbation préalable du ministre

350 (1) La société en question ne peut prendre aucune mesure tendant à sa liquidation et à sa dissolution volontaires tant que la demande visée à l’article 349 n’a pas été agréée par le ministre.

 

 

Conditional approval

(2) Where the Minister is satisfied on the basis of an application made pursuant to section 349 that the circumstances warrant the voluntary liquidation and dissolution of a company, the Minister may, by order, approve the application.

Cas où le ministre approuve

(2) Le ministre peut, par arrêté, agréer la demande s’il est convaincu, en se fondant sur sa teneur, que les circonstances le justifient.

 

 

Effect of approval

(3) Where the Minister has approved an application made pursuant to section 349 with respect to a company, the company shall not carry on business except to the extent necessary to complete its voluntary liquidation.

Effets de l’approbation

(3) Une fois la demande agréée, la société ne peut poursuivre son activité que dans la mesure nécessaire pour mener à bonne fin sa liquidation volontaire.

 

 

Liquidation process

(4) Where the Minister has approved an application made pursuant to section 349 with respect to a company, the company shall

(a) cause notice of the approval to be sent to each known claimant against and creditor of the company;

(b) publish notice of the approval once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the company transacted any business within the preceding twelve months;

(c) proceed to collect its property, dispose of property that is not to be distributed in kind to its shareholders, discharge all its obligations and do all other acts required to liquidate its business;

(d) where the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money; and

(e) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.

Liquidation

(4) La société dont la demande est agréée doit :

a) faire parvenir un avis de l’agrément à chaque réclamant et chaque créancier connus;

b) faire insérer cet avis, une fois par semaine pendant quatre semaines consécutives, dans la Gazette du Canada et une fois par semaine pendant deux semaines consécutives dans un ou plusieurs journaux à grand tirage publiés dans chaque province où elle a exercé son activité au cours des douze derniers mois;

c) accomplir tous actes utiles à la dissolution, notamment recouvrer ses biens, disposer des biens non destinés à être répartis en nature entre les actionnaires et honorer ses obligations;

d) si elle est une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie;

e) après avoir accompli les formalités imposées par les alinéas a) et b) et constitué une provision suffisante pour honorer ses obligations, répartir le reliquat de l’actif, en numéraire ou en nature, entre les actionnaires selon leurs droits respectifs.

 

 

Current to February 11, 2020

   194    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Simple Liquidation

  

Liquidation simple

Sections 351-354

  

Articles 351-354

 

 

Dissolution instrument

351 (1) Unless a court has made an order in accordance with subsection 352(1), the Minister may, if satisfied that the company has complied with subsection 350(4) and that all the circumstances so warrant, issue letters patent dissolving the company.

Lettres patentes de dissolution

351 (1) Sauf dans les cas où le tribunal a rendu l’ordonnance visée au paragraphe 352(1), le ministre peut, s’il estime que la société satisfait à toutes les obligations énoncées au paragraphe 350(4) et que les circonstances le justifient, délivrer des lettres patentes de dissolution.

 

 

Company dissolved

(2) A company in respect of which letters patent are issued under subsection (1) is dissolved and ceases to exist on the day stated in the letters patent.

 

Dissolution de la société

(2) La société est dissoute et cesse d’exister à la date figurant sur les lettres patentes.

 

 

Court-supervised Liquidation

Surveillance judiciaire

 

Application for court supervision

352 (1) The Superintendent or any interested person may, at any time during the liquidation of a company, apply to a court for an order for the continuance of the voluntary liquidation under the supervision of the court in accordance with this section and sections 353 to 365 and on such application the court may so order and make any further order it thinks fit.

 

Surveillance judiciaire

352 (1) Sur demande présentée à cette fin au cours de la liquidation par le surintendant ou par tout intéressé, le tribunal peut, par ordonnance, décider que la liquidation sera poursuivie sous sa surveillance conformément au présent article et aux articles 353 à 365 et prendre toute autre mesure indiquée.

 

Idem

(2) An application under subsection (1) to a court to supervise a voluntary liquidation shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation.

Idem

(2) La demande de surveillance doit être motivée, avec la déclaration sous serment du demandeur à l’appui.

 

 

Notice to Superintendent

(3) Where a person, other than the Superintendent, makes an application under subsection (1), the person shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.

 

Avis au surintendant

(3) Le demandeur donne avis de sa demande au surintendant, lequel peut comparaître en personne ou par ministère d’avocat lors de l’audition de celle-ci.

 

 

Court supervision thereafter

353 (1) When a court makes an order under subsection 352(1), the liquidation of the company shall continue under the supervision of the court.

 

Surveillance

353 (1) La liquidation se poursuit sous la surveillance du tribunal une fois rendue l’ordonnance prévue au paragraphe 352(1).

 

 

Commencement of liquidation

(2) The supervision of the liquidation of a company by the court pursuant to an order made under subsection 352(1) commences on the day the order is made.

 

Début de la liquidation

(2) La surveillance judiciaire de la liquidation commence à la date du prononcé de l’ordonnance.

 

 

Powers of court

354 In connection with the liquidation and dissolution of a company, the court may, where it is satisfied

(a) that the company is able to pay or adequately provide for the discharge of all its obligations, and

Pouvoirs du tribunal

354 Dans le cadre de la dissolution et de la liquidation, le tribunal peut, s’il est convaincu de la capacité de la société d’acquitter ses obligations ou de constituer une provision pour les honorer et, dans le cas d’une société de fiducie au sens du paragraphe 57(2), de sa capacité de

 

 

 

Current to February 11, 2020

   195    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Court-supervised Liquidation

  

Surveillance judiciaire

Section 354

  

Article 354

 

 

(b) in the case of a company that is a trust company pursuant to subsection 57(2), that the company is able to make satisfactory arrangements for the protection of persons in relation to whom the company is acting in a fiduciary capacity,

make any order it thinks fit including, without limiting the generality of the foregoing,

(c) an order to liquidate,

(d) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator,

(e) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees,

(f) an order determining the notice to be given to any interested person, or dispensing with notice to any person,

(g) an order determining the validity of any claims made against the company,

(h) an order, at any stage of the proceedings, restraining the directors and officers of the company from

(i) exercising any of their powers, or

(ii) collecting or receiving any debt or other property of the company, and from paying out or transferring any property of the company, except as permitted by the court,

(i) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder

(i) to the company, or

(ii) for an obligation of the company,

(j) an order approving the payment, satisfaction or compromise of claims against the company and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any trust obligation or other obligation of the company, whether liquidated, unliquidated, future or contingent,

(k) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the company,

conclure des ententes satisfaisantes pour assurer la protection des personnes pour lesquelles elle agit à titre de représentant, prendre, par ordonnance, les mesures qu’il estime indiquées et, notamment :

a) ordonner la liquidation;

b) nommer un liquidateur en exigeant ou non un cautionnement, fixer sa rémunération et le remplacer;

c) nommer des inspecteurs ou des arbitres, préciser leurs pouvoirs, fixer leur rémunération et les remplacer;

d) fixer l’avis à donner aux intéressés ou accorder une dispense d’avis;

e) juger de la validité des réclamations faites contre la société;

f) interdire, à tout stade de la procédure, aux administrateurs et aux dirigeants :

(i) soit d’exercer tout ou partie de leurs pouvoirs,

(ii) soit de recouvrer ou de recevoir toute créance ou autre bien de la société ou de payer ou céder tout bien de celle-ci, sauf de la manière autorisée par le tribunal;

g) préciser et engager la responsabilité des administrateurs, dirigeants ou actionnaires ou de leurs prédécesseurs :

(i) soit envers la société,

(ii) soit envers les tiers pour les obligations de la société;

h) approuver, en ce qui concerne les dettes de la société, tout paiement, règlement, transaction ou rétention d’éléments d’actif, et juger si les provisions constituées suffisent à acquitter ou à céder les obligations — fiduciaires ou autres — de la société, qu’elles soient ou non liquidées, futures ou éventuelles;

i) fixer, en accord avec le surintendant, l’usage qui sera fait des documents, livres et registres de la société ou ordonner de les détruire;

j) sur demande d’un créancier, d’un inspecteur ou du liquidateur, donner des instructions sur toute question touchant à la liquidation;

k) sur avis à tous les intéressés, décharger le liquidateur de ses manquements, selon les modalités

 

 

Current to February 11, 2020

   196    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Court-supervised Liquidation

  

Surveillance judiciaire

Sections 354-355

  

Articles 354-355

 

 

(l) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation,

(m) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator,

(n) subject to sections 361 to 363, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property,

(o) an order disposing of any property belonging to creditors, shareholders and incorporators who cannot be found,

(p) on the application of any director, officer, shareholder, incorporator, creditor or the liquidator,

(i) an order staying the liquidation proceedings on such terms and conditions as the court thinks fit,

(ii) an order continuing or discontinuing the liquidation proceedings, or

(iii) an order to the liquidator to restore to the company all of its remaining property, and

(q) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company.

1991, c. 45, s. 354; 2005, c. 54, s. 442(F).

que le tribunal estime indiquées, et confirmer ses actes;

l) sous réserve des articles 361 à 363, approuver tout projet de répartition provisoire ou définitive entre les actionnaires ou les fondateurs, en numéraire ou en biens;

m) fixer la destination des biens appartenant aux créanciers, actionnaires ou fondateurs introuvables;

n) sur demande de tout administrateur, dirigeant, actionnaire, fondateur, créancier ou liquidateur :

(i) surseoir à la liquidation, selon les modalités que le tribunal estime convenir,

(ii) poursuivre ou interrompre la procédure de liquidation,

(iii) enjoindre au liquidateur de restituer à la société le reliquat des biens de celle-ci;

o) après la reddition de compte définitive du liquidateur devant le tribunal, obliger la société à demander au ministre de lui délivrer des lettres patentes de dissolution.

1991, ch. 45, art. 354; 2005, ch. 54, art. 442(F).

 

 

Cessation of business and powers

355 (1) Where a court makes an order for the liquidation of a company,

(a) the company continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and

(b) the powers of the directors and shareholders, if any, are vested in the liquidator and cease to be vested in the directors or shareholders, except as specifically authorized by the court.

Cessation d’activité et perte de pouvoirs

355 (1) Toute ordonnance de liquidation a pour la société les effets suivants :

a) tout en continuant à exister, elle cesse d’exercer son activité commerciale, à l’exception de celle que le liquidateur estime nécessaire au déroulement des opérations de la liquidation;

b) les pouvoirs de ses administrateurs et actionnaires sont dévolus au liquidateur, sauf indication contraire et expresse du tribunal.

 

 

Delegation by liquidator

(2) A liquidator may delegate any of the powers vested by paragraph (1)(b) to the directors or shareholders, if any.

 

Délégation par le liquidateur

(2) Le liquidateur peut déléguer aux administrateurs ou aux actionnaires la totalité ou une partie des pouvoirs qui lui sont dévolus en vertu de l’alinéa (1)b).

 

 

Current to February 11, 2020

   197    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Court-supervised Liquidation

  

Surveillance judiciaire

Sections 356-358

  

Articles 356-358

 

Appointment of liquidator

356 When making an order for the liquidation of a company or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the company or any other company, as liquidator of the company.

Nomination du liquidateur

356 Le tribunal peut nommer dans l’ordonnance, ou par la suite, en qualité de liquidateur toute personne et, notamment, l’un des administrateurs, dirigeants ou actionnaires de la société ou d’une autre société.

 

 

Vacancy in liquidator’s office

357 Where an order for the liquidation of a company has been made and the office of liquidator is or becomes vacant, the property of the company is under the control of the court until the office of liquidator is filled.

Vacance

357 Les biens de la société sont placés sous la garde du tribunal durant toute vacance du poste de liquidateur survenant après le prononcé de l’ordonnance.

 

 

Duties of liquidator

358 (1) A liquidator shall

(a) forthwith after appointment give notice thereof to the Superintendent and to each claimant and creditor of the company known to the liquidator;

(b) forthwith after appointment publish notice thereof once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the company has transacted any business within the preceding twelve months, requiring

(i) any person indebted to the company to render an account and pay to the liquidator at the time and place specified in the notice any amount owing,

(ii) any person possessing property of the company to deliver it to the liquidator at the time and place specified in the notice, and

(iii) any person having a claim against the company, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than sixty days after the first publication of the notice;

(c) take into custody and control the property of the company;

(d) if the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money;

(e) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the company;

Obligations du liquidateur

358 (1) Les obligations à remplir par le liquidateur sont les suivantes :

a) donner avis, sans délai, de sa nomination au surintendant et aux réclamants et créanciers connus de lui;

b) insérer dès sa nomination, dans la Gazette du Canada, une fois par semaine pendant quatre semaines consécutives et une fois par semaine pendant deux semaines consécutives, dans un ou plusieurs journaux à grand tirage publiés dans chaque province où la société a exercé son activité pendant les douze mois précédents, un avis obligeant :

(i) les débiteurs de la société à lui rendre compte et à lui payer leurs dettes, aux date, heure et lieu précisés,

(ii) les personnes possédant des biens de la société à les lui remettre aux date, heure et lieu précisés,

(iii) les créanciers de la société à lui fournir par écrit un relevé détaillé de leur créance, qu’elle soit ou non liquidée, future ou éventuelle, dans les soixante jours de la première publication de l’avis;

c) prendre sous sa garde et sous son contrôle tous les biens de la société;

d) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie;

e) ouvrir un compte de fiducie pour les fonds reçus dans le cadre de la liquidation de la société;

 

 

Current to February 11, 2020

   198    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Court-supervised Liquidation

  

Surveillance judiciaire

Section 358

  

Article 358

 

(f) keep accounts of the moneys received and paid out by the liquidator in the course of the liquidation of the company;

(g) maintain separate lists of each class of creditors, shareholders and other persons having claims against the company;

(h) if at any time the liquidator determines that the company is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions;

(i) deliver to the court and to the Superintendent, at least once in every twelve month period after the liquidator’s appointment or more often as the court requires, the annual statement of the company prepared in accordance with subsection 313(1) or prepared in such manner as the liquidator thinks proper or as the court requires; and

(j) after the final accounts are approved by the court, distribute any remaining property of the company among the shareholders, if any, or incorporators, according to their respective rights.

f) tenir une comptabilité des recettes et dépenses liées à la liquidation de la société;

g) tenir des listes distinctes de chaque catégorie de créanciers, actionnaires et autres réclamants;

h) demander des instructions au tribunal après constatation de l’incapacité de la société d’honorer ses obligations ou de constituer une provision suffisante à cette fin;

i) remettre au tribunal ainsi qu’au surintendant, au moins une fois par douze mois à compter de sa nomination et chaque fois que le tribunal l’ordonne, le rapport annuel de la société établi conformément au paragraphe 313(1) ou de toute autre façon qu’il juge appropriée ou que le tribunal exige;

j) après l’approbation par le tribunal de ses comptes définitifs, répartir le reliquat des biens de la société entre les actionnaires, ou entre les fondateurs, selon leurs droits respectifs.

 

 

Powers of liquidator

(2) A liquidator may

(a) retain lawyers, notaries, accountants, appraisers and other professional advisers;

(b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the company;

(c) carry on the business of the company as required for an orderly liquidation;

(d) sell by public auction or private sale any property of the company;

(e) if the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money;

(f) do all acts and execute documents in the name and on behalf of the company;

(g) borrow money on the security of the property of the company;

(h) settle or compromise any claims by or against the company; and

Pouvoirs du liquidateur

(2) Le liquidateur peut exercer les pouvoirs suivants :

a) retenir les services de conseillers professionnels, notamment d’avocats, de notaires, de comptables et d’experts-estimateurs;

b) ester en justice, dans toute procédure civile, pénale ou administrative, pour le compte de la société;

c) exercer l’activité commerciale de la société dans la mesure nécessaire à la liquidation;

d) vendre aux enchères publiques ou de gré à gré tout bien de la société;

e) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie;

f) agir et signer des documents au nom de la société;

g) contracter des emprunts garantis par les biens de la société;

h) transiger sur toutes réclamations mettant en cause la société ou les régler;

 

 

Current to February 11, 2020

   199    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Court-supervised Liquidation

  

Surveillance judiciaire

Sections 358-362

  

Articles 358-362

 

(i) do all other things necessary for the liquidation of the company and distribution of its property.

i) prendre toute autre mesure nécessaire à la liquidation et à la répartition des biens de la société.

 

 

Due diligence

359 A liquidator is not liable if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

(a) financial statements of the company represented to the liquidator by an officer of the company or in a written report of the auditor of the company fairly to reflect the financial condition of the company; or

(b) a report of a person whose profession lends credibility to a statement made by them.

1991, c. 45, s. 359; 2005, c. 54, s. 443.

 

Défense de diligence raisonnable

359 N’est pas engagée la responsabilité du liquidateur qui a agi avec le soin, la diligence et la compétence dont ferait preuve, en pareilles circonstances, une personne prudente, notamment en s’appuyant de bonne foi sur les documents suivants :

a) les états financiers de la société qui, d’après l’un de ses dirigeants ou d’après le rapport écrit du vérificateur, reflètent fidèlement sa situation;

b) les rapports des personnes dont la profession permet d’accorder foi à leurs déclarations.

1991, ch. 45, art. 359; 2005, ch. 54, art. 443.

 

 

Examination of others

360 (1) Where a liquidator has reason to believe that any property of the company is in the possession or under the control of a person or that a person has concealed, withheld or misappropriated any such property, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined.

 

Demande d’interrogatoire

360 (1) Le liquidateur qui a de bonnes raisons de croire qu’une personne a en sa possession ou sous son contrôle ou a dissimulé, retenu ou détourné des biens de la société peut demander au tribunal d’obliger celle-ci, par ordonnance, à comparaître pour interrogatoire aux date, heure et lieu précisés.

 

 

Restoration and compensation

(2) Where an examination conducted pursuant to subsection (1) discloses that a person has concealed, withheld or misappropriated any property of the company, the court may order that person to restore the property or pay compensation to the liquidator.

 

Pouvoirs du tribunal

(2) Le tribunal peut ordonner à la personne dont l’interrogatoire révèle qu’elle a dissimulé, retenu ou détourné des biens de la société de les restituer au liquidateur ou de lui verser une compensation.

 

 

Costs of liquidation

361 A liquidator shall pay the costs of liquidation out of the property of the company and shall pay or make adequate provision for all claims against the company.

Frais de liquidation

361 Le liquidateur acquitte les frais de liquidation sur les biens de la société; il acquitte également toutes les dettes de la société ou constitue une provision suffisante à cette fin.

 

 

Final accounts

362 (1) Within one year after the appointment of a liquidator and after paying or making adequate provision for all claims against the company, the liquidator shall apply to the court

(a) for approval of the final accounts of the liquidator and for an order permitting the distribution, in money or in kind, of the remaining property of the company to its shareholders, if any, or to the incorporators, according to their respective rights; or

(b) for an extension of time, setting out the reasons therefor.

 

Comptes définitifs

362 (1) Dans l’année de sa nomination et après avoir acquitté toutes les dettes de la société ou constitué une provision suffisante à cette fin, le liquidateur demande au tribunal :

a) soit d’approuver ses comptes définitifs et de l’autoriser, par ordonnance, à répartir en numéraire ou en nature le reliquat des biens entre les actionnaires ou entre les fondateurs selon leurs droits respectifs;

b) soit, avec motifs à l’appui, de proroger son mandat.

 

 

Current to February 11, 2020

   200    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Court-supervised Liquidation

  

Surveillance judiciaire

Sections 362-364

  

Articles 362-364

 

Shareholder application

(2) If a liquidator fails to make the application required by subsection (1), a shareholder of the company or, if there are no shareholders of the company, an incorporator may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

Demande des actionnaires

(2) Tout actionnaire ou, à défaut, tout fondateur, peut demander au tribunal d’obliger, par ordonnance, le liquidateur qui ne présente pas la demande exigée par le paragraphe (1) à justifier pourquoi son compte définitif ne peut être dressé et une répartition effectuée.

 

 

Notification of final accounts

(3) A liquidator shall give notice of the liquidator’s intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 354, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation.

 

Avis

(3) Le liquidateur doit donner avis de son intention de présenter la demande prévue au paragraphe (1) au surintendant, à chaque inspecteur nommé en vertu de l’article 354, à chaque actionnaire ou, à défaut, à chaque fondateur et aux personnes ayant fourni une sûreté ou une assurance détournement et vol pour les besoins de la liquidation.

 

 

Publication

(4) The liquidator shall publish the notice required under subsection (3) in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the company has transacted any business within the preceding twelve months or as otherwise directed by the court.

 

Publication

(4) Le liquidateur fait insérer l’avis visé au paragraphe (3) dans la Gazette du Canada et, une fois par semaine pendant deux semaines consécutives, dans un ou plusieurs journaux à grand tirage publiés dans chaque province où la société a exercé son activité pendant les douze mois précédents ou le fait connaître par tout autre moyen choisi par le tribunal.

 

 

Final order

363 (1) If the court approves the final accounts rendered by a liquidator, the court shall make an order

(a) directing the company to apply to the Minister for letters patent dissolving the company;

(b) directing the custody or disposal of the documents, records and registers of the company; and

(c) discharging the liquidator except in respect of the duty of a liquidator under subsection (2).

 

Ordonnance définitive

363 (1) Le tribunal, s’il approuve les comptes définitifs du liquidateur, doit, par ordonnance :

a) obliger la société à demander au ministre des lettres patentes de dissolution;

b) donner des instructions quant à la garde des documents, livres et registres de la société et à l’usage qui en sera fait;

c) sous réserve du paragraphe (2), le libérer.

 

 

Delivery of order

(2) The liquidator shall forthwith send a certified copy of the order referred to in subsection (1) to the Superintendent.

 

Copie

(2) Le liquidateur transmet sans délai au surintendant une copie certifiée de l’ordonnance.

 

 

Right to distribution of money

364 (1) If in the course of the liquidation of a company the shareholders resolve to, or the liquidator proposes to,

(a) exchange all or substantially all of the remaining property of the company for securities of another entity that are to be distributed to the shareholders or to the incorporators, or

 

 

Droit à la répartition en numéraire

364 (1) Au cours de la liquidation, les actionnaires peuvent décider, ou le liquidateur proposer :

a) soit d’échanger la totalité ou la quasi-totalité du reliquat des biens de la société contre des valeurs mobilières d’une autre entité à répartir entre les actionnaires ou les fondateurs;

 

 

Current to February 11, 2020

   201    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

Court-supervised Liquidation

  

Surveillance judiciaire

Sections 364-366

  

Articles 364-366

 

(b) distribute all or part of the remaining property of the company to the shareholders or to the incorporators in kind,

a shareholder or incorporator may apply to the court for an order requiring the distribution of the remaining property of the company to be in money.

b) soit de répartir tout ou partie du reliquat des biens de la société, en nature, entre les actionnaires ou les fondateurs.

Le cas échéant, tout actionnaire ou fondateur peut demander au tribunal d’imposer, par ordonnance, la répartition en numéraire du reliquat des biens de la société.

 

 

Powers of court

(2) On an application under subsection (1), the court may order

(a) all of the remaining property of the company to be converted into and distributed in money; or

(b) the claim of any shareholder or incorporator applying under this section to be satisfied by a distribution in money.

Pouvoirs du tribunal

(2) Sur demande présentée en vertu du paragraphe (1), le tribunal peut ordonner :

a) soit la réalisation du reliquat des biens de la société et la répartition du produit;

b) soit le règlement en numéraire des réclamations des actionnaires ou des fondateurs qui en font la demande aux termes du présent article.

 

 

Order by court

(3) Where an order is made by a court under paragraph (2)(b), the court

(a) shall fix a fair value on the share of the property of the company attributable to the shareholder or incorporator;

(b) may in its discretion appoint one or more appraisers to assist the court in fixing a fair value in accordance with paragraph (a); and

(c) shall render a final order against the company in favour of the shareholder or incorporator for the amount of the share of the property of the company attributable to the shareholder or incorporator.

 

Ordonnance du tribunal

(3) Lorsqu’il rend l’ordonnance visée à l’alinéa (2)b), le tribunal :

a) doit fixer la juste valeur de la portion des biens de la société qui revient à l’actionnaire ou au fondateur;

b) peut, à sa discrétion, charger un ou plusieurs experts-estimateurs de l’aider à calculer la juste valeur visée à l’alinéa a);

c) doit rendre une ordonnance définitive contre la société en faveur de l’actionnaire ou du fondateur pour la valeur de la portion des biens de la société qui revient à celui-ci.

 

 

Dissolution by letters patent

365 (1) On an application made pursuant to an order under paragraph 363(1)(a), the Minister may issue letters patent dissolving the company.

Dissolution au moyen de lettres patentes

365 (1) Sur demande présentée en application de l’alinéa 363(1)a), le ministre peut délivrer des lettres patentes de dissolution.

 

 

Company dissolved

(2) A company in respect of which letters patent are issued under subsection (1) is dissolved and ceases to exist on the date of the issuance of the letters patent.

 

Date de dissolution

(2) La société est dissoute et cesse d’exister à la date de délivrance des lettres patentes de dissolution.

 

 

General

Dispositions générales

 

Definition of shareholder and incorporator

366 In sections 368 and 369, shareholder and incorporator include the heirs and personal representatives of a shareholder or incorporator.

Définitions de actionnaire et de fondateur

366 Pour l’application des articles 368 et 369, actionnaire et fondateur s’entendent également des héritiers et des représentants personnels de l’un ou l’autre.

 

 

Current to February 11, 2020

   202    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

General

  

Dispositions générales

Sections 367-368

  

Articles 367-368

 

Continuation of actions

367 (1) Notwithstanding the dissolution of a company under this Part,

(a) a civil, criminal or administrative action or proceeding commenced by or against the company before its dissolution may be continued as if the company had not been dissolved;

(b) a civil, criminal or administrative action or proceeding may be brought against the company within two years after its dissolution as if the company had not been dissolved; and

(c) any property that would have been available to satisfy any judgment or order if the company had not been dissolved remains available for that purpose.

 

Continuation des actions

367 (1) Malgré la dissolution de la société prévue à la présente partie :

a) les procédures civiles, pénales ou administratives intentées pour ou contre elle avant sa dissolution peuvent être poursuivies comme si celle-ci n’avait pas eu lieu;

b) dans les deux ans qui suivent la dissolution, des procédures civiles, pénales ou administratives peuvent être intentées contre la société comme si la dissolution n’avait pas eu lieu;

c) les biens qui auraient servi à exécuter tout jugement ou ordonnance, à défaut de la dissolution, demeurent disponibles à cette fin.

 

 

Service on company

(2) Service of a document on a company after its dissolution may be effected by serving the document on a person shown as a director in the incorporating instrument of the company or, if applicable, in the latest return sent to the Superintendent under section 499.

1991, c. 45, s. 367; 1999, c. 31, s. 218.

 

Signification

(2) Après la dissolution, la signification des documents peut se faire à toute personne figurant comme administrateur dans l’acte constitutif de la société, ou, s’il y a lieu, dans le dernier relevé envoyé au surintendant aux termes de l’article 499.

1991, ch. 45, art. 367; 1999, ch. 31, art. 218.

 

 

Limitations on liability

368 (1) Notwithstanding the dissolution of a company, a shareholder or incorporator to whom any of its property has been distributed is liable to any person claiming under subsection 367(1) to the extent of the amount received by that shareholder or incorporator on the distribution.

Remboursement

368 (1) Malgré la dissolution de la société, les actionnaires ou les fondateurs entre lesquels ont été répartis ses biens engagent leur responsabilité, à concurrence de la somme reçue, envers toute personne invoquant le paragraphe 367(1).

 

 

Limitation

(2) An action to enforce liability under subsection (1) may not be commenced except within two years after the date of the dissolution of the company.

 

Prescription

(2) Les actions en responsabilité engagées aux termes du paragraphe (1) se prescrivent par deux ans à compter de la dissolution.

 

 

Action against class

(3) A court may order an action referred to in subsections (1) and (2) to be brought against the persons who were shareholders or incorporators as a class, subject to such conditions as the court thinks fit.

Action en justice collective

(3) Le tribunal peut ordonner que soit intentée collectivement, contre les anciens actionnaires ou les fondateurs, l’action visée aux paragraphes (1) ou (2), sous réserve des conditions qu’il juge indiquées.

 

 

Reference

(4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may

(a) add as a party to the proceedings each person found by the plaintiff to have been a shareholder or incorporator;

Renvoi

(4) Si le demandeur établit le bien-fondé de sa demande, le tribunal peut renvoyer l’affaire devant un arbitre ou un autre officier de justice qui a le pouvoir :

a) de mettre en cause chaque ancien actionnaire ou fondateur retrouvé par le demandeur;

 

 

Current to February 11, 2020

   203    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

General

  

Dispositions générales

Sections 368-371

  

Articles 368-371

 

(b) determine, subject to subsection (1), the amount that each person who was a shareholder or incorporator must contribute towards satisfaction of the plaintiff’s claim; and

(c) direct payment of the amounts so determined.

b) de déterminer, sous réserve du paragraphe (1), la part que chaque ancien actionnaire ou fondateur doit verser pour dédommager le demandeur;

c) d’ordonner le versement des sommes déterminées.

 

 

Where creditor cannot be found

369 Where a creditor, shareholder or incorporator to whom property is to be distributed on the dissolution of a company cannot be found, the portion of the property to be distributed to that creditor, shareholder or incorporator shall be converted into money and paid in accordance with section 371.

Créanciers inconnus

369 La partie des biens à remettre, par suite de la dissolution, à tout créancier, actionnaire ou fondateur introuvable doit être réalisée en numéraire et le produit versé en application de l’article 371.

 

 

Vesting in Crown

370 Subject to subsection 367(1) and sections 371 and 372, property of a company that has not been disposed of at the date of the dissolution of the company vests in Her Majesty in right of Canada.

Dévolution à la Couronne

370 Sous réserve du paragraphe 367(1) et des articles 371 et 372, les biens dont il n’a pas été disposé à la date de la dissolution d’une société sont dévolus à Sa Majesté du chef du Canada.

 

 

Unclaimed money on winding-up

371 (1) Notwithstanding the Winding-up and Restructuring Act, where the business of a company is being wound up, the liquidator or the company shall pay to the Minister on demand and in any event before the final winding-up of that business any amount that is payable by the liquidator or the company to a creditor, shareholder or incorporator of the company to whom payment thereof has not, for any reason, been made.

Fonds non réclamés

371 (1) Par dérogation à la Loi sur les liquidations et les restructurations, la société en cours de liquidation ou le liquidateur doit payer au ministre, sur demande et en tout état de cause avant la clôture de la liquidation, toute somme qui devait être payée par l’un ou l’autre à un créancier, à un actionnaire ou à un fondateur de la société et qui, pour une raison quelconque, ne l’a pas été.

 

 

Records

(2) Where a liquidator or a company makes a payment to the Minister under subsection (1) with respect to a creditor, shareholder or incorporator, the liquidator or company shall concurrently forward to the Minister all documents, records and registers in the possession of the liquidator or company that relate to the entitlement of the creditor, shareholder or incorporator.

 

Registres

(2) Le liquidateur ou la société qui effectue le paiement prévu au paragraphe (1) envoie en même temps au ministre tous les documents, livres et registres en leur possession concernant le droit au paiement du créancier, de l’actionnaire ou du fondateur, selon le cas.

 

 

Payment to Bank of Canada

(3) The Minister shall pay to the Bank of Canada all amounts paid to the Minister under subsection (1) and shall provide the Bank of Canada with any document, record or register received by the Minister under subsection (2).

Paiement à la Banque du Canada

(3) Le ministre verse à la Banque du Canada toutes les sommes reçues en application du paragraphe (1) et remet à celle-ci les documents, livres et registres qui lui ont été envoyés en application du paragraphe (2).

 

 

Liquidator and company discharged

(4) Payment by a liquidator or a company to the Minister under subsection (1) discharges the liquidator and the company in respect of which the payment is made from all liability for the amount so paid, and payment by the

Libération du liquidateur et de la société

(4) Le paiement fait par le liquidateur ou la société aux termes du paragraphe (1), ou par le ministre aux termes du paragraphe (3), les libère respectivement de toute responsabilité quant à la somme ainsi payée.

1991, ch. 45, art. 371; 1996, ch. 6, art. 167.

 

 

Current to February 11, 2020

   204    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

General

  

Dispositions générales

Sections 371-374

  

Articles 371-374

 

Minister to the Bank of Canada under subsection (3) discharges the Minister from all liability for the amount so paid.

1991, c. 45, s. 371; 1996, c. 6, s. 167.

 

 

Liability of Bank of Canada

372 (1) Subject to section 22 of the Bank of Canada Act, where payment has been made to the Bank of Canada of an amount under subsection 371(3), the Bank of Canada, if payment is demanded by a person who, but for subsection 371(4), would be entitled to receive payment of that amount from the liquidator, the company or the Minister, is liable to pay to that person at its head office an amount equal to the amount so paid to it, with interest thereon for the period, not exceeding ten years, from the day on which the payment was received by the Bank of Canada until the date of payment to the person, at such rate and computed in such manner as the Minister determines.

 

Obligation de la Banque du Canada

372 (1) Sous réserve de l’article 22 de la Loi sur la Banque du Canada, la Banque du Canada, si une somme qui lui a été versée en application du paragraphe 371(3) est réclamée par une personne qui, abstraction faite du paragraphe 371(4), aurait droit de la recevoir du liquidateur, de la société ou du ministre, est tenue de verser à cette personne, à son siège, un montant égal, avec intérêts pour une période d’au plus dix ans commençant le jour où elle a reçu le versement et se terminant à la date du paiement à la personne, et calculés selon les modalités fixées par le ministre.

 

 

Enforcing liability

(2) The liability of the Bank of Canada under subsection (1) may be enforced by action against the Bank of Canada in the court in the province in which the debt or instrument was payable.

Exécution de l’obligation

(2) La Banque du Canada peut être actionnée en responsabilité quant à l’obligation prévue au paragraphe (1) devant le tribunal de la province où la dette ou l’effet est payable.

 

 

Custody of records after dissolution

373 A person who has been granted custody of the documents, records and registers of a dissolved company shall keep them available for production for six years following the date of the dissolution of the company or until the expiration of such shorter period as may be ordered by the court when it orders the dissolution.

 

Garde des documents

373 La personne qui s’est vu confier la garde des documents, livres et registres de la société dissoute doit s’assurer qu’ils puissent être produits au besoin pendant les six années qui suivent la date de la dissolution ou jusqu’à l’expiration de la période plus courte fixée par le tribunal dans son ordonnance de dissolution.

 

 

Insolvency

374 (1) In the case of the insolvency of a company,

(a) the payment of any amount due to Her Majesty in right of Canada, in trust or otherwise, except indebtedness evidenced by subordinated indebtedness, shall be a first charge on the assets of the company;

(b) the payment of any amount due to Her Majesty in right of a province, in trust or otherwise, except indebtedness evidenced by subordinated indebtedness, shall be a second charge on the assets of the company;

(c) the payment of the deposit liabilities of the company and all other liabilities of the company, except the liabilities referred to in paragraphs (d) and (e), shall be a third charge on the assets of the company;

(d) subordinated indebtedness of the company and all other liabilities that by their terms rank equally with or subordinate to such subordinated indebtedness

 

Collocation

374 (1) Le rang des créances qui doivent être payées en priorité sur l’actif d’une société déclarée insolvable est fixé comme suit :

a) au premier rang, les sommes dues à Sa Majesté du chef du Canada, en fiducie ou autrement, à l’exception des dettes constatées par titre secondaire;

b) au deuxième rang, les sommes dues à Sa Majesté du chef d’une province, en fiducie ou autrement, à l’exception des dettes constatées par titre secondaire;

c) au troisième rang, les dépôts de la société et les autres obligations de celle-ci, à l’exception de celles visées aux alinéas d) et e);

d) au quatrième rang, les titres secondaires de la société et toutes les autres obligations de celle-ci qui, de par leur nature, occupent un rang égal ou inférieur à ces titres;

 

 

Current to February 11, 2020

   205    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

Financial Statements and Auditors

  

États financiers et vérificateurs

General

  

Dispositions générales

Sections 374-374.1

  

Articles 374-374.1

 

shall be a fourth charge on the assets of the company; and

(e) the payment of any fines and penalties for which the company is liable shall be a last charge on the assets of the company.

e) au dernier rang, les amendes ou pénalités que la société est tenue de verser.

 

 

Priority not affected

(2) Nothing in subsection (1) prejudices or affects the priority of any holder of any security interest in any property of a company.

Sans préjudice au rang

(2) Le paragraphe (1) ne porte nullement atteinte au droit de préférence du titulaire d’une sûreté sur des éléments d’actif d’une société.

 

 

Priorities

(3) Priorities within each of paragraphs (1)(a) to (e) shall be determined in accordance with the laws governing priorities and, where applicable, by the terms of the indebtedness and liabilities referred to therein.

1991, c. 45, s. 374; 2001, c. 9, s. 517.

 

 

Rang

(3) La priorité au sein de chacun des rangs établis est déterminée conformément au droit applicable en l’occurence et, s’il y a lieu, aux conditions ou modalités des titres de créance et obligations qui y sont mentionnées.

1991, ch. 45, art. 374; 2001, ch. 9, art. 517.

 

PART VII

PARTIE VII

 

Ownership

Propriété

 

 

DIVISION I

SECTION I

 

 

Interpretation

Définition

 

 

Definitions

374.1 The following definitions apply in this Part.

agent means

(a) in relation to Her Majesty in right of Canada or of a province, any agent of Her Majesty in either of those rights, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include

(i) an official or entity performing a function or duty in connection with the administration or management of the estate or property of a natural person,

(ii) an official or entity performing a function or duty in connection with the administration, management or investment of a fund established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons, or moneys derived from such a fund, or

 

Définitions

374.1 Les définitions qui suivent s’appliquent à la présente partie.

mandataire

a) À l’égard de Sa Majesté du chef du Canada ou d’une province, tout mandataire de Sa Majesté de l’un ou l’autre chef, et notamment les corps municipaux ou publics habilités à exercer une fonction exécutive au Canada, ainsi que les entités habilitées à exercer des attributions pour le compte de Sa Majesté du chef du Canada ou d’une province, à l’exclusion :

(i) des dirigeants ou entités exerçant des fonctions touchant à l’administration ou à la gestion de la succession ou des biens d’une personne physique,

(ii) des dirigeants ou entités exerçant des fonctions touchant à l’administration, à la gestion ou au placement soit d’un fonds établi pour procurer l’indemnisation, l’hospitalisation, les soins médicaux, la retraite, la pension ou des prestations analogues à des personnes physiques, soit de sommes provenant d’un tel fonds,

 

 

Current to February 11, 2020

   206    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION I Interpretation

  

SECTION I Définition

Sections 374.1-374.2

  

Articles 374.1-374.2

                                    

 

(iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in either of those rights is a trustee; and

(b) in relation to the government of a foreign country or any political subdivision thereof, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or property of a natural person. (mandataire)

eligible agent means an agent or agency of Her Majesty in right of Canada or of a province or an agent or agency of a government of a foreign country or any political subdivision of a foreign country

(a) whose mandate is publicly available;

(b) that controls the assets of an investment fund in a manner intended to maximize long-term risk-adjusted returns and that fund is

(i) one to which, as the case may be, Her Majesty in right of Canada or of a province or the government of a foreign country or political subdivision contributes, or

(ii) established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons; and

(c) whose decisions with respect to the assets of the fund referred to in paragraph (b) are not influenced in any significant way by, as the case may be, Her Majesty in right of Canada or of the province or the government of the foreign country or the political subdivision. (mandataire admissible)

1994, c. 47, s. 205; 2012, c. 19, s. 327.

(iii) des fiduciaires d’une fiducie créée pour gérer un fonds alimenté par Sa Majesté du chef du Canada ou d’une province dans le cas où l’un des fiduciaires — dirigeant ou entité — est le mandataire de Sa Majesté de l’un ou l’autre chef;

b) à l’égard du gouvernement d’un pays étranger ou d’une de ses subdivisions politiques, la personne habilitée, pour le compte de ce gouvernement, à exercer des attributions non reliées à l’administration ou à la gestion de la succession ou des biens d’une personne physique. (agent)

mandataire admissible Tout mandataire ou organisme de Sa Majesté du chef du Canada ou d’une province ou tout mandataire ou organisme d’un gouvernement d’un pays étranger ou d’une de ses subdivisions politiques qui remplit les critères suivants :

a) son mandat est accessible au public;

b) il contrôle les titres d’un fonds de placement de manière à maximiser le rendement corrigé du risque à long terme, si le fonds :

(i) soit bénéficie d’un apport de Sa Majesté du chef du Canada ou d’une province ou du gouvernement d’un pays étranger ou de la subdivision politique,

(ii) soit est établi pour procurer l’indemnisation, l’hospitalisation, les soins médicaux, la retraite, la pension ou des prestations analogues à des personnes physiques;

c) les décisions prises à l’égard des titres du fonds visé à l’alinéa b) ne sont influencées d’aucune façon importante par Sa Majesté du chef du Canada ou de la province ou du gouvernement du pays étranger ou de la subdivision politique. (eligible agent)

1994, ch. 47, art. 205; 2012, ch. 19, art. 327.

 

 

Associates

374.2 (1) For the purpose of determining ownership of a company by an eligible agent, where two persons, at least one of whom is an eligible agent, are associated with each other, those persons are deemed to be a single eligible agent who beneficially owns the aggregate number of shares of the company beneficially owned by them.

Associates

(2) For the purposes of subsection (1), a person is associated with another person if

 

Personnes liées

374.2 (1) Lorsque deux personnes, dont au moins une est un mandataire admissible, sont liées l’une à l’autre, elles sont réputées, dans le cas où il s’agit de déterminer qui détient la propriété d’une société par un mandataire admissible, n’être qu’un seul mandataire admissible détenant à titre de véritable propriétaire le nombre total des actions ainsi détenues par elles.

Personnes liées

(2) Pour l’application du paragraphe (1), une personne est liée à une autre personne lorsque, selon le cas :

 

 

Current to February 11, 2020

   207    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION I Interpretation

  

SECTION I Définition

Sections 374.2-375

  

Articles 374.2-375

                                    

 

(a) each person is an agent or agency of Her Majesty in right of Canada;

(b) each person is an agent or agency of Her Majesty in right of the same province;

(c) each person is an agent or agency of a government of the same foreign country or a political subdivision of the same foreign country;

(d) one person is Her Majesty in right of Canada and the other person is an agent or agency of Her Majesty in that right;

(e) one person is Her Majesty in right of a province and the other person is an agent or agency of Her Majesty in right of that province; or

(f) one person is a government of a foreign country or any political subdivision of a foreign country and the other person is its agent or agency.

2012, c. 19, s. 327.

a) chacune d’elles est un mandataire ou organisme de Sa Majesté du chef du Canada;

b) chacune d’elles est un mandataire ou organisme de Sa Majesté du chef de la même province;

c) chacune d’elles est un mandataire ou organisme du gouvernement du même pays étranger ou d’une subdivision politique du même pays étranger;

d) l’une d’elles est Sa Majesté du chef du Canada et l’autre est son mandataire ou organisme;

e) l’une d’elles est Sa Majesté du chef d’une province et l’autre est son mandataire ou organisme;

f) l’une d’elles est le gouvernement d’un pays étranger ou d’une subdivision politique de celui-ci et l’autre est son mandataire ou organisme.

2012, ch. 19, art. 327.

 

 

DIVISION II

Constraints on Ownership

Constraining acquisition

375 (1) No person, or entity controlled by a person, shall, without the approval of the Minister, purchase or otherwise acquire any share of a company or purchase or otherwise acquire control of any entity that holds any share of a company if

(a) the acquisition would cause the person to have a significant interest in any class of shares of the company; or

(b) where the person has a significant interest in a class of shares of the company, the acquisition would increase the significant interest of the person in that class of shares.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a company, the entity is deemed to be acquiring a significant interest in that class of shares of the company through an acquisition for which the approval of the Minister is required under subsection (1).

 

SECTION II

Restrictions à la propriété

Restrictions à l’acquisition

375 (1) Il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :

a) lui confère un intérêt substantiel dans une catégorie d’actions de la société en question;

b) augmente l’intérêt substantiel qu’elle détient déjà.

Assimilation

(2) Dans le cas où l’entité issue d’une fusion, d’un regroupement ou d’une réorganisation aurait un intérêt substantiel dans une catégorie d’actions d’une société, cette entité est réputée se voir conférer, dans le cadre d’une acquisition qui requiert l’agrément prévu au paragraphe (1), un intérêt substantiel dans cette catégorie d’actions.

 

 

Current to February 11, 2020

   208    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Sections 375-376.1

  

Articles 375-376.1

                                    

 

Exemption

(3) On application by a company, the Superintendent may exempt from the application of this section and section 376 any class of non-voting shares of the company if the aggregate book value of the shares of the class is not more than 30 per cent of the aggregate book value of all the outstanding shares of the company.

(4) and (5) [Repealed, 2001, c. 9, s. 518]

1991, c. 45, s. 375; 2001, c. 9, s. 518; 2007, c. 6, s. 354.

No acquisition of control without approval

375.1 (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company without the approval of the Minister.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the company through an acquisition for which the approval of the Minister is required under subsection (1).

1997, c. 15, s. 372; 2001, c. 9, s. 519; 2007, c. 6, s. 355.

Constraining registration

376 No company shall, unless the acquisition of the share has been approved by the Minister, record in its securities register a transfer or issue of any share of the company to any person or to any entity controlled by a person if

(a) the transfer or issue of the share would cause the person to have a significant interest in any class of shares of the company; or

(b) where the person has a significant interest in a class of shares of the company, the transfer or issue of the share would increase the significant interest of the person in that class of shares of the company.

Exception — small holdings

376.1 Despite section 376, if, as a result of a transfer or issue of shares of a class of shares of a company to a person, other than an eligible agent, the total number of shares of that class registered in the securities register of the company in the name of that person would not exceed 5,000 and would not exceed 0.1% of the outstanding shares of that class, the company is entitled to assume that no person is acquiring or increasing a significant interest in that class of shares of the company as a result of that issue or transfer of shares.

1994, c. 47, s. 206; 2012, c. 31, s. 100.

Exemption

(3) Sur demande d’une société, le surintendant peut soustraire à l’application du présent article et de l’article 376 toute catégorie d’actions sans droit de vote de la société dont la valeur comptable ne représente pas plus de trente pour cent de la valeur comptable des actions en circulation de la société.

(4) et (5) [Abrogés, 2001, ch. 9, art. 518]

1991, ch. 45, art. 375; 2001, ch. 9, art. 518; 2007, ch. 6, art. 354.

Interdiction d’acquérir sans l’agrément du ministre

375.1 (1) Il est interdit à une personne d’acquérir, sans l’agrément du ministre, le contrôle, au sens de l’alinéa 3(1)d), d’une société.

Assimilation

(2) Dans le cas où l’entité issue d’une fusion, d’un regroupement ou d’une réorganisation aurait le contrôle, au sens de l’alinéa 3(1)d), d’une société, cette entité est réputée en acquérir, dans le cadre d’une acquisition qui requiert l’agrément prévu au paragraphe (1), le contrôle au sens de cet alinéa.

1997, ch. 15, art. 372; 2001, ch. 9, art. 519; 2007, ch. 6, art. 355.

Restrictions en matière d’inscription

376 Il est interdit à la société, sauf si le ministre approuve l’acquisition des actions, d’inscrire dans son registre des valeurs mobilières le transfert ou l’émission d’actions — à une personne ou à une entité contrôlée par celle- ci — , qui soit confère à cette personne un intérêt substantiel dans une catégorie de ses actions, soit augmente l’intérêt substantiel qu’elle détient déjà.

 

Exception

376.1 Par dérogation à l’article 376, si, après transfert ou émission d’actions d’une catégorie donnée à une personne autre qu’un mandataire admissible, le nombre total d’actions de cette catégorie inscrites à son registre des valeurs mobilières au nom de cette personne n’excède pas cinq mille ni un dixième pour cent des actions en circulation de cette catégorie, la société est en droit de présumer qu’il n’y a ni acquisition ni augmentation d’intérêt substantiel dans cette catégorie d’actions du fait du transfert ou de l’émission.

1994, ch. 47, art. 206; 2012, ch. 31, art. 100.

 

 

Current to February 11, 2020

   209    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Section 377

  

Article 377

 

Where approval not required

377 (1) Notwithstanding subsections 375(1) and (2) and section 376, approval of the Minister is not required where a person with a significant interest in a class of shares of a company or an entity controlled by a person with a significant interest in a class of shares of a company

(a) purchases or otherwise acquires shares of that class, or

(b) acquires control of any entity that holds any share of that class,

and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the company to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

Agrément non requis

377 (1) Par dérogation aux paragraphes 375(1) et (2) et à l’article 376, l’agrément du ministre n’est pas nécessaire dans le cas où une personne qui détient un intérêt substantiel dans une catégorie d’actions d’une société —ou une entité qu’elle contrôle — , acquiert des actions de cette catégorie ou acquiert le contrôle d’une entité qui détient de telles actions et que l’acquisition de ces actions ou du contrôle de l’entité ne porte pas son intérêt à un pourcentage supérieur à celui qui est précisé aux paragraphes (2) ou (3), selon le cas applicable.

 

 

Percentage

(2) Subject to subsection (3), for the purposes of subsection (1), the percentage is 5 percentage points in excess of the significant interest of the person in that class of shares of the company on the later of the day this Part comes into force and the day of the most recent purchase or other acquisition by

(a) the person, or

(b) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister.

Pourcentage

(2) Sous réserve du paragraphe (3), le pourcentage applicable est cinq pour cent de plus que l’intérêt substantiel de la personne dans la catégorie d’actions de la société à la date d’entrée en vigueur de la présente partie ou, si elle est postérieure, à la date de la dernière acquisition — par celle-ci ou par une entité qu’elle contrôle, à l’exception de l’entité visée au paragraphe (1) dont elle acquiert le contrôle — soit d’actions de cette catégorie, soit du contrôle d’une entité détenant des actions de cette catégorie, à avoir reçu l’agrément du ministre.

 

 

Idem

(3) Where a person has a significant interest in a class of shares of a company and the person’s percentage of that class has decreased after the date of the most recent purchase or other acquisition by

(a) the person, or

(b) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister, the percentage for the purposes of subsection (1) is the percentage that is the lesser of

Idem

(3) Dans le cas où une personne détient un intérêt substantiel dans une catégorie d’actions d’une société et que son pourcentage de ces actions a diminué après la date de la dernière acquisition — par elle-même ou par une entité qu’elle contrôle, à l’exception de l’entité visée au paragraphe (1) dont elle acquiert le contrôle —d’actions de la société de cette catégorie, ou du contrôle d’une entité détenant des actions de cette catégorie, à avoir reçu l’agrément du ministre, le pourcentage applicable est le moindre des pourcentages suivants :

a) cinq pour cent de plus que l’intérêt substantiel de la personne dans les actions de la société de cette catégorie à la date d’entrée en vigueur de la présente partie ou, si elle est postérieure, à la date de la

 

 

Current to February 11, 2020

   210    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Section 377

  

Article 377

 

(c) 5 percentage points in excess of the significant interest of the person in that class of shares of the company on the later of the day this Part comes into force and the day of the most recent purchase or other acquisition by

(i) the person, or

(ii) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister, and

(d) 10 percentage points in excess of the lowest significant interest of the person in that class of shares of the company at any time after the later of the day this Part comes into force and the day of the most recent purchase or other acquisition by

(i) the person, or

(ii) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister.

dernière acquisition — par celle-ci ou par une entité qu’elle contrôle, à l’exception de l’entité visée au paragraphe (1) dont elle acquiert le contrôle —d’actions de la société de cette catégorie, ou du contrôle d’une entité détenant des actions de cette catégorie, à avoir reçu l’agrément du ministre;

b) dix pour cent de plus que l’intérêt substantiel le moins élevé détenu par la personne dans les actions de cette catégorie après la date d’entrée en vigueur de la présente partie ou, si elle est postérieure, après la date de la dernière acquisition — par celle-ci ou par une entité qu’elle contrôle, à l’exception de l’entité visée au paragraphe (1) dont elle acquiert le contrôle —d’actions de la société de cette catégorie, ou du contrôle d’une entité détenant des actions de cette catégorie, à avoir reçu l’agrément du ministre.

 

 

Exception — eligible agent

(3.1) If the person referred to in subsection (1) is an eligible agent or an entity controlled by an eligible agent, then the Minister may reduce the percentage referred to in subsection (2) or (3).

Exception : mandataire admissible

(3.1) Dans le cas où la personne visée au paragraphe (1) est un mandataire admissible ou une entité qu’il contrôle, le ministre peut réduire le pourcentage applicable visé aux paragraphes (2) ou (3).

 

 

Exception

(4) Subsection (1) does not apply if the purchase or other acquisition of shares or the acquisition of control referred to in that subsection would

(a) result in the acquisition of control of the company by the person referred to in that subsection;

(b) where the person controls the company but the voting rights attached to the aggregate of any voting shares of the company beneficially owned by the person and by entities controlled by the person do not exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company;

Exception

(4) Le paragraphe (1) ne s’applique pas dans le cas où l’acquisition d’actions ou du contrôle dont il traite :

a) aurait pour effet la prise de contrôle de la société par la personne;

b) si la personne contrôle déjà la société mais que les droits de vote attachés à l’ensemble des actions de la société qu’elle-même et les entités qu’elle contrôle détiennent à titre de véritable propriétaire n’excèdent pas cinquante pour cent des droits de vote attachés à la totalité des actions en circulation, aurait pour effet de porter les droits de vote attachés à l’ensemble de ces actions détenues par la personne et les entités à plus de cinquante pour cent des droits de vote attachés à la totalité des actions en circulation;

 

 

Current to February 11, 2020

   211    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Sections 377-378

  

Articles 377-378

 

(c) result in the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person and the acquisition of that investment is not exempted by the regulations; or

(d) result in an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies, and the increase is not exempted by the regulations.

c) aurait pour effet l’acquisition d’un intérêt substantiel dans une catégorie d’actions de la société par une entité contrôlée par la personne et que l’acquisition de cet intérêt n’est pas soustraite, par règlement, à l’application du présent alinéa;

d) aurait pour effet l’augmentation — dans un pourcentage supérieur à celui précisé aux paragraphes (2) ou (3), selon le cas applicable — de l’intérêt substantiel d’une entité contrôlée par la personne dans une catégorie d’actions de la société et que cette augmentation n’est pas soustraite, par règlement, à l’application du présent alinéa.

 

 

Regulations

(5) The Governor in Council may make regulations

(a) exempting from the application of paragraph (4)(c) the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person; and

(b) exempting from the application of paragraph (4)(d) an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies.

1991, c. 45, s. 377; 1997, c. 15, s. 373; 2012, c. 31, s. 101.

Règlements

(5) Le gouverneur en conseil peut, par règlement :

a) soustraire à l’application de l’alinéa (4)c) l’acquisition d’un intérêt substantiel d’une catégorie d’actions de la société par une entité contrôlée par la personne;

b) soustraire à l’application de l’alinéa (4)d) l’augmentation — dans un pourcentage supérieur à celui précisé aux paragraphes (2) ou (3), selon le cas applicable — de l’intérêt substantiel d’une entité contrôlée par la personne dans une catégorie d’actions de la société.

1991, ch. 45, art. 377; 1997, ch. 15, art. 373; 2012, ch. 31, art. 101.

 

 

Where approval not required

378 (1) Despite sections 375 and 376, the approval of the Minister is not required if

(a) the Superintendent has, by order, directed the company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order; or

(b) a person, other than an eligible agent, who controls, within the meaning of paragraph 3(1)(a), the company acquires additional shares of the company.

Agrément non requis

378 (1) Par dérogation aux articles 375 et 376, l’agrément du ministre n’est pas nécessaire dans les cas suivants :

a) le surintendant a, par ordonnance, imposé à la société une augmentation de capital et il y a eu émission et acquisition d’actions conformément aux modalités prévues dans l’ordonnance;

b) la personne, autre qu’un mandataire admissible, qui contrôle, au sens de l’alinéa 3(1)a), la société acquiert d’autres actions de celle-ci.

 

 

Pre-approval

(2) For the purposes of subsections 375(1) and (2) and section 376, the Minister may approve

(a) the purchase or other acquisition of such number or percentage of shares of a company as may be required in a particular transaction or series of transactions; or

Agrément préalable

(2) Pour l’application des paragraphes 375(1) et (2) et de l’article 376, le ministre peut approuver l’acquisition, soit du nombre ou pourcentage d’actions d’une société nécessaire pour une opération ou série d’opérations, soit du nombre ou pourcentage — à concurrence du plafond fixé — d’actions d’une société pendant une période déterminée.

1991, ch. 45, art. 378; 2001, ch. 9, art. 520; 2012, ch. 31, art. 102.

 

 

Current to February 11, 2020

   212    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Sections 378-380

  

Articles 378-380

 

(b) the purchase or other acquisition of up to a specified number or percentage of shares of a company within a specified period.

1991, c. 45, s. 378; 2001, c. 9, s. 520; 2012, c. 31, s. 102.

 

 

 

Public holding requirement

379 (1) Every company shall, from and after the day determined under this section in respect of that company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are

(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and

(b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.

Obligation en matière de détention publique

379 (1) À compter de la date fixée à son égard conformément au présent article, chaque société doit avoir un nombre d’actions conférant au moins trente-cinq pour cent des droits de vote attachés à l’ensemble de ses actions en circulation, et qui :

a) d’une part, sont des actions d’une ou plusieurs catégories cotées et négociables dans une bourse reconnue au Canada;

b) d’autre part, sont des actions dont aucune personne qui est un actionnaire important à l’égard de ses actions avec droit de vote ni aucune entité contrôlée par une telle personne n’a la propriété effective.

 

 

Determination of day

(2) If the company has equity of two billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the company held after the equity of the company first reaches two billion dollars.

Détermination de la date

(2) Dans le cas d’une société dont les capitaux propres sont égaux ou supérieurs à deux milliards de dollars à la date de sa constitution, la date applicable se situe trois ans après cette date; dans les autres cas, la date applicable se situe trois ans après la première assemblée annuelle des actionnaires de la société suivant le moment où les capitaux propres de celle-ci ont atteint pour la première fois deux milliards de dollars.

 

 

Extension

(3) If general market conditions so warrant and the Minister is satisfied that a company has used its best efforts to be in compliance with this section on the day determined under subsection (2), the Minister may specify a later day as the day from and after which the company must comply with subsection (1).

1991, c. 45, s. 379; 2001, c. 9, s. 521; 2007, c. 6, s. 356.

Prolongation

(3) Le ministre peut, si les conditions générales du marché le justifient et s’il est convaincu que la société a fait de son mieux pour se conformer au présent article à la date fixée aux termes du paragraphe (2), reculer la date à compter de laquelle la société devra se conformer au paragraphe (1).

1991, ch. 45, art. 379; 2001, ch. 9, art. 521; 2007, ch. 6, art. 356.

 

 

Limit on assets

380 (1) Unless an exemption order with respect to the company is granted under section 382, if a company fails to comply with section 379 in any month, the Minister may, by order, require the company not to have, until it complies with that section, average total assets in any three month period ending on the last day of a subsequent month exceeding the company’s average total assets in the three month period ending on the last day of the month immediately before the month specified in the order.

 

Limites relatives à l’actif

380 (1) Tant qu’elle ne s’est pas conformée à l’article 379 pour un mois quelconque, sauf exemption prévue à l’article 382, le ministre peut, par arrêté, interdire à la société d’avoir un actif total moyen qui dépasse, au cours d’un trimestre dont le dernier mois est postérieur à l’arrêté, celui qu’elle avait durant le trimestre précédant le mois spécifié à l’arrêté.

 

 

Current to February 11, 2020

   213    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Sections 380-382

  

Articles 380-382

 

Average total assets

(2) For the purposes of subsection (1), the average total assets of a company in a three month period shall be computed by adding the total assets of the company as calculated for the month end of each of the three months in the period and by dividing the sum by three.

Actif total moyen

(2) Pour l’application du paragraphe (1), l’actif total moyen au cours d’un trimestre est le résultat de la division par trois de la somme de l’actif total de la société à la fin de chaque mois d’un trimestre donné.

 

 

Definition of total assets

(3) For the purposes of subsections (1) and (2), total assets, in respect of a company, has the meaning given that expression by the regulations.

1991, c. 45, s. 380; 2001, c. 9, s. 522.

 

Calcul de l’actif total

(3) Pour l’application des paragraphes (1) et (2), actif total s’entend au sens des règlements.

1991, ch. 45, art. 380; 2001, ch. 9, art. 522.

 

 

Increase of capital

381 Where the Superintendent has, by order, directed a company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order, section 379 shall not apply in respect of the company until such time as the Superintendent may, by order, specify.

 

Augmentation du capital

381 L’article 379 ne s’applique pas, pendant la période spécifiée par le surintendant, à la société à laquelle il a imposé, par ordonnance, une augmentation de capital s’il y a eu émission et acquisition d’actions selon les modalités prévues dans l’ordonnance.

 

 

Exemption by Minister

382 (1) On application by a company and subject to any terms that the Minister considers appropriate, the Minister may by order exempt the company from the requirements of section 379 if the Minister considers it appropriate to do so.

Demandes d’exemption

382 (1) Le ministre peut par arrêté, s’il le juge indiqué, exempter la société qui lui en fait la demande de l’application de l’article 379, sous réserve des modalités qu’il estime indiquées.

 

 

Compliance with s. 379

(2) The company shall comply with section 379 as of the day on which the exemption order expires.

 

Observation de l’art. 379

(2) La société doit se conformer à l’article 379 à compter de la date d’expiration de l’exemption prévue au présent article.

 

 

Limit on assets

(3) If a company fails to comply with section 379 on the day referred to in subsection (2), it shall not, until it complies with that section, have average total assets in any three month period ending on the last day of a subsequent month exceeding its average total assets in the three month period ending on the last day of the month immediately preceding the day referred to in subsection (2) or on any later day that the Minister may specify by order.

Limites relatives à l’actif

(3) Tant qu’elle ne s’est pas conformée à l’article 379, la société ne peut avoir un actif total moyen qui dépasse, au cours d’un trimestre dont le dernier mois est postérieur à la date visée au paragraphe (2), celui qu’elle avait durant les trois mois précédant cette date ou à la date ultérieure que le ministre peut fixer par arrêté.

 

 

Application of ss. 380(2) and (3)

(4) Subsections 380(2) and (3) apply for the purposes of subsection (3).

1991, c. 45, s. 382, c. 47, s. 753; 2001, c. 9, s. 523; 2005, c. 54, s. 444.

 

Application des par. 380(2) et (3)

(4) Les paragraphes 380(2) et (3) s’appliquent au paragraphe (3).

1991, ch. 45, art. 382, ch. 47, art. 753; 2001, ch. 9, art. 523; 2005, ch. 54, art. 444.

 

 

Current to February 11, 2020

   214    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Sections 382.1-383

  

Articles 382.1-383

 

Continuation of exemption

382.1 (1) Despite subsection 382(2), if an exemption order that was granted in respect of a company under subsection 382(3) as it read before the day on which this section comes into force provides that it expires if the holding body corporate ceases to comply with section 379, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section if the failure to comply is as a result of

(a) a distribution to the public of voting shares of the holding body corporate;

(b) a redemption or purchase of voting shares of the holding body corporate;

(c) the exercise of any option to acquire voting shares of the holding body corporate; or

(d) the conversion of any convertible securities into voting shares of the holding body corporate.

 

Exception

382.1 (1) Malgré le paragraphe 382(2), lorsqu’une société fait l’objet d’un arrêté pris par le ministre aux termes du paragraphe 382(3), dans sa version en vigueur à la veille du jour d’entrée en vigueur du présent article, et que cet arrêté précise qu’il cesse de s’appliquer lorsque la société mère ne se conforme pas à l’article 379, la société n’a pas à se conformer à l’article 379 avant l’expiration des six mois suivant la date du manquement à l’article 379 lorsque celui-ci découle :

a) soit d’une souscription publique des actions avec droit de vote de la société mère;

b) soit de l’achat ou du rachat de telles actions;

c) soit de l’exercice du droit d’acquérir de telles actions;

d) soit de la conversion de valeurs mobilières en de telles actions.

 

 

Shares acquiring voting rights

(2) Despite subsection 382(2), if as a result of an event that has occurred and is continuing shares of a holding body corporate referred to in subsection (1) acquire voting rights in such number as to cause the holding body corporate to no longer be in compliance with section 379, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section or any later day that the Minister may by order specify.

2005, c. 54, s. 444.

Actions avec droit de vote

(2) Malgré le paragraphe 382(2), lorsque, en raison de la survenance d’un fait qui demeure, le nombre d’actions avec droit de vote de la société mère visée au paragraphe (1) devient tel que celle-ci ne se conforme plus à l’article 379, la société n’a pas à se conformer à l’article 379 avant l’expiration des six mois suivant la date du manquement à cet article ou la date ultérieure précisée par arrêté du ministre.

2005, ch. 54, art. 444.

 

 

Exception

383 (1) Where a company fails to comply with section 379 as the result of

(a) a distribution to the public of voting shares of the company,

(b) a redemption or purchase of voting shares of the company,

(c) the exercise of any option to acquire voting shares of the company, or

(d) the conversion of any convertible securities into voting shares of the company, section 380 shall not apply in respect of that company until the expiration of six months after the day the company failed to comply with section 379.

Exception

383 (1) L’article 380 ne s’applique à la société qu’à l’expiration des six mois suivant la date du manquement à l’article 379 lorsque celui-ci découle :

a) soit d’une souscription publique de ses actions avec droit de vote;

b) soit de l’achat ou du rachat de telles actions;

c) soit de l’exercice du droit d’acquérir de telles actions;

d) soit de la conversion de valeurs mobilières en de telles actions.

 

 

Current to February 11, 2020

   215    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété société

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Sections 383-386    Articles 383-386

 

Shares acquiring voting rights

(2) Where, as the result of an event that has occurred and is continuing, shares of a company acquire voting rights in such number as to cause the company to no longer be in compliance with section 379, section 380 shall not apply in respect of that company until the expiration of six months after the day the company ceased to be in compliance with section 379 or such later day as the Minister may, by order, specify.

(3) and (4) [Repealed, 2005, c. 54, s. 445]

1991, c. 45, s. 383; 2005, c. 54, s. 445.

Actions dotées du droit de vote

(2) Dans le cas où, en raison de la survenance d’un fait qui demeure, le nombre des actions de la société à comporter le droit de vote devient tel que celle-ci ne se conforme plus à l’article 379, l’article 380 ne s’applique à elle qu’à l’expiration de six mois suivant le manquement ou qu’à la date ultérieure précisée par arrêté du ministre.

 

 

(3) et (4) [Abrogés, 2005, ch. 54, art. 445]

1991, ch. 45, art. 383; 2005, ch. 54, art. 445.

 

 

Acquisition of control permitted

384 (1) Subject to subsection (2) and sections 376 and 385, section 379 does not apply in respect of the company if a person acquires control of a company with equity of two billion dollars or more through the purchase or other acquisition of all or any number of the shares of the company by the person or by any entity controlled by the person.

Prise de contrôle

384 (1) Sous réserve du paragraphe (2) et des articles 376 et 385, l’article 379 ne s’applique pas à la société dont les capitaux propres sont égaux ou supérieurs à deux milliards de dollars et dont le contrôle est acquis, au moyen de l’acquisition de tout ou partie de ses actions, par une personne ou une entité que celle-ci contrôle.

 

 

Undertaking required

(2) Subsection (1) applies only if the person provides the Minister with an undertaking satisfactory to the Minister to do all things necessary so that, within three years after the acquisition, or any other period that the Minister may specify, the company has voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are

(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and

(b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.

1991, c. 45, s. 384; 2001, c. 9, s. 524; 2007, c. 6, s. 357.

Engagement préalable

(2) L’application du paragraphe (1) est toutefois subordonnée à l’engagement envers le ministre par la personne concernée de prendre toutes les mesures nécessaires pour que, dans les trois ans qui suivent l’acquisition de la société ou dans le délai fixé par le ministre, la société ait un nombre d’actions qui confèrent au moins trente-cinq pour cent des droits de vote attachés à l’ensemble de ses actions en circulation et qui :

a) d’une part, sont des actions d’une ou plusieurs catégories cotées et négociables dans une bourse reconnue au Canada;

b) d’autre part, sont des actions dont aucune personne qui est un actionnaire important à l’égard de ses actions avec droit de vote ni aucune entité contrôlée par une telle personne n’a la propriété effective.

1991, ch. 45, art. 384; 2001, ch. 9, art. 524; 2007, ch. 6, art. 357.

 

 

Application of section 379

385 At the expiration of the period for compliance with an undertaking referred to in subsection 384(2), section 379 shall apply in respect of the company to which the undertaking relates.

1991, c. 45, s. 385; 2001, c. 9, s. 524.

Application de l’article 379

385 L’article 379 s’applique à la société visée par l’engagement à compter de l’expiration du délai d’exécution de celui-ci.

 

 

1991, ch. 45, art. 385; 2001, ch. 9, art. 524.

 

 

Restriction on voting rights

386 (1) If, with respect to any company, a particular person contravenes section 375 or 375.1 or fails to comply with an undertaking referred to in subsection 384(2) or

Limites au droit de vote

386 (1) En cas de manquement aux articles 375 ou 375.1, à l’engagement visé au paragraphe 384(2) ou à des conditions ou modalités imposées dans le cadre de

 

 

Current to February 11, 2020

   216    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Approval Process

  

Procédure d’agrément

Sections 386-388

  

Articles 386-388

 

with any term or condition imposed under section 389, no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights

 

    

  

l’article 389, il est interdit à quiconque, et notamment à une entité contrôlée par l’auteur du manquement, d’exercer, personnellement ou par l’intermédiaire d’un fondé de pouvoir, les droits de vote :

(a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or

    

a) soit qui sont attachés aux actions de la société détenues à titre de véritable propriétaire par l’auteur du manquement ou par l’entité qu’il contrôle;

(b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights.

    

b) soit dont l’exercice est régi aux termes d’une entente conclue par l’auteur du manquement ou par l’entité qu’il contrôle.

Subsection (1) ceases to apply

    

Cessation d’application du paragraphe (1)

(2) Subsection (1) ceases to apply in respect of a person when, as the case may be,

    

(2) Le paragraphe (1) cesse de s’appliquer si, selon le cas :

(a) the shares to which the contravention relates have been disposed of;

    

a) il y a eu aliénation des actions ayant donné lieu à la contravention;

(b) the person ceases to control the company within the meaning of paragraph 3(1)(d);

    

b) l’auteur du manquement cesse de contrôler la société, au sens de l’alinéa 3(1)d);

(c) if the person failed to comply with an undertaking referred to in subsection 384(2), the company complies with section 379; or

    

c) dans le cas où le manquement concerne l’engagement visé au paragraphe 384(2), la société se conforme à l’article 379;

(d) if the person failed to comply with a term or condition imposed under section 389, the person complies with the term or condition.

    

d) dans le cas où le manquement concerne les conditions ou modalités imposées dans le cadre de l’article 389, la personne se conforme à celles-ci.

1991, c. 45, s. 386; 1997, c. 15, s. 374; 2001, c. 9, s. 524.      1991, ch. 45, art. 386; 1997, ch. 15, art. 374; 2001, ch. 9, art. 524.
Approval Process      Procédure d’agrément

Application for approval

    

Demande d’agrément

387 (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

    

387 (1) L’agrément requis aux termes de la présente partie fait l’objet d’une demande au ministre à déposer au bureau du surintendant, accompagnée des renseignements et documents que ce dernier peut exiger.

Applicant

    

Demandeur

(2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.

    

(2) L’une quelconque des personnes auxquelles s’applique, à l’égard d’une opération particulière, la présente partie peut présenter au ministre la demande d’agrément au nom de toutes les personnes.

1991, c. 45, s. 387; 2001, c. 9, s. 525.      1991, ch. 45, art. 387; 2001, ch. 9, art. 525.

Matters for consideration

    

Facteurs à considérer

388 (1) Subject to subsection (2), if an application for an approval under section 375 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including

    

388 (1) Pour décider s’il approuve ou non une opération nécessitant l’agrément aux termes de l’article 375, le ministre, sous réserve du paragraphe (2), prend en considération tous les facteurs qu’il estime indiqués, notamment :

 

Current to February 11, 2020

   217    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Approval Process

  

Procédure d’agrément

Sections 388-389    Articles 388-389

 

(a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company;

 

    

  

a) la nature et l’importance des moyens financiers du ou des demandeurs pour le soutien financier continu de la société;

(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company;

    

b) le sérieux et la faisabilité de leurs plans pour la conduite et l’expansion futures de l’activité de la société;

(c) the business record and experience of the applicant or applicants;

    

c) leur expérience et leur dossier professionnel;

(d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

    

d) leur moralité et leur intégrité et, s’agissant de personnes morales, leur réputation pour ce qui est de leur exploitation selon des normes élevées de moralité et d’intégrité;

(e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

    

e) la compétence et l’expérience des personnes devant exploiter la société, afin de déterminer si elles sont aptes à participer à l’exploitation d’une institution financière et à exploiter la société de manière responsable;

(f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and

    

f) les conséquences de toute intégration des activités et des entreprises du ou des demandeurs et de celles de la société sur la conduite de ces activités et entreprises;

(g) the best interests of the financial system in Canada.

    

g) l’intérêt du système financier canadien.

National treatment

    

Traitement national

(2) Where a transaction in respect of which subsection 375(1) or (2) applies would cause a company to become a subsidiary of a foreign institution that is engaged in the trust and loan business, that does not have any other company as its subsidiary and that is a non-WTO Member foreign institution, the Minister shall not approve the transaction unless the Minister is satisfied that treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.

    

(2) Lorsque l’opération a pour effet de faire d’une société une filiale d’une institution étrangère se livrant à des activités de fiducie ou de prêt dont aucune autre société n’est la filiale et qui est une institution étrangère d’un non-membre de l’OMC, le ministre ne peut l’approuver que s’il est convaincu que les sociétés régies par la présente loi bénéficient ou bénéficieront d’un traitement aussi favorable sur le territoire où l’institution étrangère exerce principalement son activité, directement ou par l’intermédiaire d’une filiale.

Part XII of the Bank Act

    

Partie XII de la Loi sur les banques

(3) Nothing in subsection (1) or (2) affects the operation of Part XII of the Bank Act.

    

(3) Les paragraphes (1) et (2) ne portent pas atteinte à l’application de la partie XII de la Loi sur les banques.

1991, c. 45, s. 388; 1999, c. 28, s. 140; 2001, c. 9, s. 526.      1991, ch. 45, art. 388; 1999, ch. 28, art. 140; 2001, ch. 9, art. 526.

Terms and conditions

    

Conditions d’agrément

389 The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.

    

389 Le ministre peut assortir l’agrément des conditions ou modalités qu’il juge nécessaires pour assurer l’observation de la présente loi.

1991, c. 45, s. 389; 2001, c. 9, s. 527.      1991, ch. 45, art. 389; 2001, ch. 9, art. 527.

 

Current to February 11, 2020

   218    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Approval Process

  

Procédure d’agrément

Sections 390-391

  

Articles 390-391

 

Certifying receipt of application

 

    

  

Accusé de réception

390 (1) If, in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.

    

390 (1) Lorsque, à son avis, la demande faite dans le cadre de la présente partie est complète, le surintendant la transmet sans délai au ministre et adresse au demandeur un accusé de réception précisant la date de celle-ci.

Incomplete application

    

Demande incomplètett

(2) If, in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.

    

(2) Dans le cas contraire, le surintendant envoie au demandeur un avis précisant les renseignements manquants à lui communiquer.

1991, c. 45, s. 390; 2001, c. 9, s. 528.      1991, ch. 45, art. 390; 2001, ch. 9, art. 528.

Notice of decision to applicant

    

Avis au demandeur

391 (1) Subject to subsections (2) and (3) and 392(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 390(1), send to the applicant

    

391 (1) Sous réserve des paragraphes (2), (3) et 392(1), le ministre envoie au demandeur, dans les trente jours suivant la date de réception :

(a) a notice approving the transaction to which the application relates; or

    

a) soit un avis d’agrément de l’opération;

(b) where the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.

    

b) soit, s’il n’est pas convaincu que l’opération devrait être agréée, un avis de refus informant le demandeur de son droit de lui présenter des observations.

Notice of decision

    

Avis au demandeur

(2) Subject to subsections (4) and 392(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 390(1) in the following cases:

    

(2) Sous réserve des paragraphes (4) et 392(2), l’avis est à envoyer dans les quarante-cinq jours suivant la date prévue au paragraphe 390(1) dans les cas suivants :

(a) the application involves the acquisition of control of a company;

    

a) la demande d’agrément implique l’acquisition du contrôle d’une société;

(b) the application is made by an eligible agent or an entity controlled by an eligible agent; or

    

b) la demande d’agrément est faite par le mandataire admissible ou une entité qu’il contrôle;

(c) an application is made for the approval referred to in subsection 396(3).

    

c) une demande est présentée pour l’agrément visé au paragraphe 396(3).

Extension of period for notice

    

Prorogation

(3) Where the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall,

 

(a) within that period, send a notice to that effect to the applicant; and

    

(3) Dans le cas où l’examen de la demande ne peut se faire dans le délai fixé au paragraphe (1), le ministre envoie, avant l’expiration de celui-ci, un avis informant en conséquence le demandeur, ainsi que, dans les trente jours qui suivent ou dans le délai supérieur convenu avec le demandeur, l’avis prévu aux alinéas (1)a) ou b).

 

Current to February 11, 2020

   219    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Approval Process

  

Procédure d’agrément

Sections 391-393

  

Articles 391-393

 

(b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within such other further period as may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant.

 

    

  

Idem

    

Idem

(4) Where the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days.

    

(4) Le ministre, s’il l’estime indiqué, peut proroger le délai visé au paragraphe (2) d’une ou plusieurs périodes de quarante-cinq jours.

1991, c. 45, s. 391; 2012, c. 31, s. 103.      1991, ch. 45, art. 391; 2012, ch. 31, art. 103.

Reasonable opportunity to make representations

    

Délai pour la présentation d’observations

392 (1) Where, after receipt of the notice referred to in paragraph 391(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within such further period as may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

    

392 (1) Dans les trente jours qui suivent la date de l’avis prévu à l’alinéa 391(1)b) ou dans le délai supérieur convenu entre eux, le ministre donne la possibilité de présenter des observations au demandeur qui l’a informé de son désir en ce sens.

Reasonable opportunity to make representations

    

Idem

(2) If, after receipt of the notice sent in accordance with subsection 391(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

    

(2) Dans les quarante-cinq jours qui suivent la date de l’avis prévu au paragraphe 391(2) ou dans le délai supérieur convenu entre eux, le ministre donne la possibilité de présenter des observations au demandeur qui l’a informé de son désir en ce sens.

1991, c. 45, s. 392; 2012, c. 31, s. 104(E).      1991, ch. 45, art. 392; 2012, ch. 31, art. 104(A).

Notice of decision

    

Avis de la décision

393 (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 392(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the share transaction to which the application relates.

    

393 (1) Dans les trente jours suivant l’expiration du délai prévu au paragraphe 392(1), le ministre envoie au demandeur un avis lui faisant savoir que, à la lumière des observations présentées et eu égard aux facteurs à prendre en considération, il approuve ou non l’opération faisant l’objet de la demande.

Idem

    

Idem

(2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 392(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the share transaction to which the application relates.

    

(2) Dans les quarante-cinq jours suivant l’expiration du délai prévu au paragraphe 392(2), le ministre envoie au demandeur un avis lui faisant savoir que, à la lumière des observations présentées et eu égard aux facteurs à prendre en considération, il approuve ou non l’opération faisant l’objet de la demande.

 

Current to February 11, 2020

   220    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Approval Process

  

Procédure d’agrément

Sections 394-396

  

Articles 394-396

 

Deemed approval

 

    

  

Présomption

394 Where the Minister does not send a notice under subsection 391(1) or (3) or 393(1) within the period provided for in those subsections, the Minister is deemed to have approved the share transaction to which the application relates.

    

394 Le défaut, dans le délai imparti, des avis prévus aux paragraphes 391(1) ou (3) ou 393(1) vaut agrément de l’opération visée par la demande.

394.1 and 395 [Repealed, 1994, c. 47, s. 207]

    

394.1 et 395 [Abrogés, 1994, ch. 47, art. 207]

Constraining registration: Crown and foreign governments

    

Restriction : Couronne et États étrangers

396 (1) No company shall record in its securities register a transfer or issue of any share of the company to

    

396 (1) Il est interdit à la société d’inscrire dans son registre des valeurs mobilières le transfert ou l’émission d’actions aux entités suivantes:

(a) Her Majesty in right of Canada or of a province or any agent or agency of Her Majesty in either of those rights; or

    

a) Sa Majesté du chef du Canada ou d’une province ou l’un de ses mandataires ou organismes;

(b) the government of a foreign country or any political subdivision thereof, or any agent or agency thereof.

    

b) tout gouvernement d’un pays étranger ou d’une de ses subdivisions politiques ou tout mandataire ou organisme d’un tel gouvernement.

Exception

    

Exception

(2) Despite subsection (1), a company may record in its securities register a transfer or issue of any share of the company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

    

(2) Par dérogation au paragraphe (1), la société peut inscrire dans son registre des valeurs mobilières le transfert ou l’émission de ses actions à une institution étrangère contrôlée par le gouvernement d’un pays étranger ou d’une de ses subdivisions politiques ou un mandataire ou organisme d’un tel gouvernement si les actions sont la propriété effective de l’institution étrangère ou d’une entité contrôlée par celle-ci.

Exception

    

Réserve

(3) Despite subsection (1), a company may, with the Minister’s approval, record in its securities register the issue of any share of the company to an eligible agent.

    

(3) Par dérogation au paragraphe (1), la société peut, avec l’agrément du ministre, inscrire dans son registre des valeurs mobilières l’émission de ses actions à un mandataire admissible.

Application made jointly

    

Demande conjointe

(4) The application for the approval referred to in subsection (3) must be made jointly by the company and the eligible agent.

    

(4) La société et le mandataire admissible présentent conjointement la demande en vue d’obtenir l’agrément visé au paragraphe (3).

Matters for consideration

    

Facteurs à considérer

(5) The Minister, in determining whether to grant the approval referred to in subsection (3), shall take into account all matters that he or she considers relevant, including those set out in paragraphs 388(1)(a) to (g).

    

(5) Pour décider s’il accorde l’agrément visé au paragraphe (3), le ministre prend en considération tous les facteurs qu’il estime indiqués, notamment ceux visés aux alinéas 388(1)a) à g).

Consequence of revocation of approval

    

Conséquence de la révocation de l’agrément

(6) If an approval referred to in subsection (3) is revoked, the company shall delete any entry in its securities register in respect of the recording of the issuance of shares to the eligible agent.

    

(6) En cas de révocation de l’agrément visé au paragraphe (3), la société supprime de son registre des valeurs mobilières toute indication à l’égard de

 

Current to February 11, 2020

   221    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Approval Process

  

Procédure d’agrément

Sections 396-399

  

Articles 396-399

 

 

    

  

l’inscription de l’émission des actions au mandataire admissible.

Disposition of shareholdings

    

Disposition des actions

(7) If a company or an eligible agent fails to comply with any undertaking or term or condition in relation to an approval referred to in subsection (3), or if an eligible agent ceases to be an eligible agent, the Minister may, if the Minister considers it to be in the public interest to do so, by order, direct the eligible agent or former eligible agent and any person controlled by the eligible agent or former eligible agent to dispose of any number of shares of the company beneficially owned by the eligible agent or former eligible agent or the persons controlled by the eligible agent or former eligible agent that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the eligible agent or former eligible agent and the persons controlled by the eligible agent or former eligible agent that is specified in the order.

    

(7) Si le mandataire admissible ou la société contrevient à tout engagement ou à toute condition ou modalité dont l’agrément visé au paragraphe (3) est assorti, ou si le mandataire admissible cesse d’être mandataire admissible, le ministre peut, s’il l’estime dans l’intérêt du public, par arrêté, imposer l’obligation au mandataire admissible ainsi qu’à toute personne que celui-ci contrôle ou à la personne qui cesse d’être mandataire admissible ainsi qu’à toute autre personne que celle-ci contrôle de se départir du nombre d’actions — précisé dans l’arrêté — de la société dont l’un ou plusieurs d’entre eux ont la propriété effective, dans le délai et selon la répartition qu’il établit.

Representations

    

Observations

(8) No direction shall be made under subsection (7) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

    

(8) Le ministre est tenu de donner à chaque personne visée par l’arrêté et à la société en cause la possibilité de présenter leurs observations sur l’objet de l’arrêté qu’il envisage de prendre.

Appeal

    

Appel

(9) Any person with respect to whom a direction has been made under subsection (7) may, within 30 days after the date of the direction, appeal the matter in accordance with section 530.

    

(9) La personne visée par l’arrêté peut, dans les trente jours qui suivent sa prise, en appeler conformément à l’article 530.

1991, c. 45, s. 396; 2012, c. 5, s. 165, c. 19, s. 328, c. 31, s. 105.

    

1991, ch. 45, art. 396; 2012, ch. 5, art. 165, ch. 19, art. 328, ch. 31, art. 105.

397 and 398 [Repealed, 1994, c. 47, s. 208]

    

397 et 398 [Abrogés, 1994, ch. 47, art. 208]

399 (1) [Repealed, 1994, c. 47, s. 209]

    

399 (1) [Abrogé, 1994, ch. 47, art. 209]

Suspension of voting rights held by governments

    

Suspension des droits de vote des gouvernements

(2) Notwithstanding section 151, where any voting shares of a company are beneficially owned by

    

(2) Par dérogation à l’article 151, il est interdit, en personne ou par voie de fondé de pouvoir, d’exercer les droits de vote attachés aux actions qui sont détenues en propriété effective:

(a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights, or

    

a) soit par Sa Majesté du chef du Canada ou d’une province ou d’un organisme de celle-ci;

(b) the government of a foreign country or any political subdivision thereof, or any agency thereof,

 

no person shall, in person or by proxy, exercise the voting rights attached to those shares.

    

b) soit par le gouvernement d’un pays étranger ou d’une de ses subdivisions politiques ou par un organisme d’un tel gouvernement.

Exception

    

Exception

(2.1) Subsection (2) does not apply to a foreign institution that is controlled by the government of a foreign

    

(2.1) Le paragraphe (2) ne s’applique pas à l’institution étrangère qui est contrôlée par le gouvernement d’un

 

Current to February 11, 2020

   222    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION II Constraints on Ownership

  

SECTION II Restrictions à la propriété

Approval Process

  

Procédure d’agrément

Sections 399-401

  

Articles 399-401

 

country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (1) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

 

    

  

pays étranger ou d’une de ses subdivisions politiques ou un mandataire ou organisme d’un tel gouvernement si les actions visées à ce paragraphe sont la propriété effective de l’institution étrangère ou d’une entité contrôlée par celle-ci.

Transitional

    

Disposition transitoire

(3) Subsection (2) does not apply in respect of a government or agency referred to in that subsection that, on September 27, 1990, beneficially owned shares of a former-Act company where the exercise of the voting rights attached to those shares was not prohibited under subsection 41(2) of the Trust Companies Act or subsection 48(2) of the Loan Companies Act, as those subsections read immediately prior to June 1, 1992.

    

(3) Le paragraphe (2) ne s’applique pas dans le cas où, le 27 septembre 1990, le gouvernement ou l’organisme mentionné à ce paragraphe détenait la propriété effective d’actions d’une société antérieure et que le paragraphe 36(2) de la Loi sur les compagnies d’assurance canadiennes et britanniques, en son état au 31 mai 1992, n’interdisait pas l’exercice des droits de vote attachés à ces actions.

Transitional

    

Disposition transitoire

(4) Subsection (3) ceases to apply where a government or agency referred to in that subsection acquires beneficial ownership of any additional voting shares of the former-Act company in such number that the percentage of the voting rights attached to all of the voting shares of the former-Act company beneficially owned by the government or agency is greater than the percentage of the voting rights attached to all of the voting shares of the former-Act company that were beneficially owned by the government or agency on September 27, 1990.

    

(4) Le paragraphe (3) cesse de s’appliquer dans le cas où le gouvernement ou l’organisme qui y est mentionné acquiert la propriété effective d’un nombre d’actions avec droit de vote de la société antérieure qui augmente le pourcentage des droits de vote attachés à l’ensemble des actions de la société antérieure qu’elle détenait à titre de véritable propriétaire le 27 septembre 1990.

Exception – eligible agent

    

Réserve – mandataire admissible

(5) Subsection (2) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 396(3).

    

(5) Le paragraphe (2) ne s’applique pas à l’égard de l’exercice de droits de vote rattachés à des actions visées au paragraphe 396(3).

Consequence of suspension of approval

    

Conséquence de la suspension de l’agrément

(6) If an approval referred to in subsection 396(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the company that is beneficially owned by the eligible agent.

    

(6) En cas de suspension de l’agrément visé au paragraphe 396(3), le mandataire admissible ne peut, ni en personne ni par voie de fondé de pouvoir, exercer les droits de vote attachés aux actions de la société qu’il détient en propriété effective.

1991, c. 45, s. 399; 1994, c. 47, s. 209; 2012, c. 5, s. 166, c. 19, s. 329, c. 31, s. 106.      1991, ch. 45, art. 399; 1994, ch. 47, art. 209; 2012, ch. 5, art. 166, ch. 19, art. 329, ch. 31, art. 106.

400 and 400.1 [Repealed, 1994, c. 47, s. 210]

    

400 et 400.1 [Abrogés, 1994, ch. 47, art. 210]

DIVISION III

    

SECTION III

Directions

    

Arrêtés et ordonnances

Disposition of shareholdings

    

Disposition des actions

401 (1) If, with respect to any company, a person contravenes section 375 or 375.1 or fails to comply with an undertaking referred to in subsection 384(2) or with any terms and conditions imposed under section 389, the Minister may, if the Minister deems it in the public

    

401 (1) S’il l’estime dans l’intérêt public, le ministre peut, par arrêté, imposer à la personne qui, relativement à une société, contrevient aux articles 375 ou 375.1, à l’engagement visé au paragraphe 384(2) ou à des conditions ou modalités imposées dans le cadre de

 

Current to February 11, 2020

   223    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION III Directions

  

SECTION III Arrêtés et ordonnances

General Provisions

  

Dispositions d’ordre général

Sections 401-403

  

Articles 401-403

 

interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order.

 

    

  

l’article 389 ainsi qu’à toute autre personne qu’elle contrôle l’obligation de se départir du nombre d’actions – précisé dans l’arrêté – de la société dont elles ont la propriété effective, dans le délai qu’il fixe et selon la répartition entre elles qu’il précise.

Representations

    

Observations

(2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

    

(2) Le ministre est tenu auparavant de donner à chaque personne visée et à la société concernée la possibilité de présenter ses observations sur l’objet de l’arrêté qu’il envisage de prendre.

Appeal

    

Appel

(3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 530.

    

(3) Les personnes visées par l’arrêté peuvent, dans les trente jours qui suivent sa prise, en appeler conformément à l’article 530.

(4) [Repealed, 2001, c. 9, s. 529]

    

(4) [Abrogé, 2001, ch. 9, art. 529]

1991, c. 45, s. 401; 1996, c. 6, s. 119; 2001, c. 9, s. 529.      1991, ch. 45, art. 401; 1996, ch. 6, art. 119; 2001, ch. 9, art. 529.

Application to court

    

Demande d’ordonnance judiciaire

402 (1) If a person fails to comply with a direction made under subsection 396(7) or 401(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

    

402 (1) En cas d’inobservation de l’arrêté prévu aux paragraphes 396(7) ou 401(1), une ordonnance d’exécution peut, au nom du ministre, être requise d’un tribunal.

Court order

    

Ordonnance

(2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the company concerned to sell the shares that are the subject-matter of the direction.

    

(2) Le tribunal saisi de la requête peut rendre l’ordonnance nécessaire en l’espèce pour donner effet aux modalités de l’arrêté et enjoindre, notamment, à la société concernée de vendre les actions en cause.

Appeal

    

Appel

(3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

    

(3) L’ordonnance peut être portée en appel de la même manière et devant la même juridiction que toute autre ordonnance rendue par le tribunal.

1991, c. 45, s. 402; 2012, c. 31, s. 107.      1991, ch. 45, art. 402; 2012, ch. 31, art. 107.
General Provisions      Dispositions d’ordre général

Interest of securities underwriter

    

Titres acquis par un souscripteur

403 This Part does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are

    

403 La présente partie ne s’applique pas au souscripteur à forfait dans le cas d’actions d’une personne morale ou de titres de participation d’une entité non constituée en personne morale acquis par ce dernier dans le cadre de leur souscription publique et détenus par lui pendant au plus six mois.

 

Current to February 11, 2020

   224    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION III Directions

  

SECTION III Arrêtés et ordonnances

General Provisions

  

Dispositions d’ordre général

Sections 403-404

  

Articles 403-404

 

held by the underwriter for a period of not more than six months.

 

    

  

Arrangements to effect compliance

    

Application

404 (1) The directors of a company may make such arrangements as they deem necessary to carry out the intent of this Part and, in particular, but without limiting the generality of the foregoing, may

    

404 (1) Le conseil d’administration peut prendre toute mesure qu’il juge nécessaire pour réaliser l’objet de la présente partie et notamment:

(a) require any person in whose name a share of the company is held to submit a declaration setting out

    

a) exiger des personnes au nom desquelles sont détenues des actions de la société une déclaration mentionnant :

(i) the beneficial ownership of the share, and

    

(i) le véritable propriétaire des actions,

(ii) such other information as the directors deem relevant for the purposes of this Part;

    

(ii) tout autre renseignement qu’il juge utile pour l’application de la présente partie;

(b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and

    

b) exiger de toute personne sollicitant l’inscription d’un transfert d’actions ou une émission d’actions la déclaration visée à l’alinéa a) comme s’il s’agissait du détenteur des actions;

(c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted.

    

c) fixer les cas où la déclaration visée à l’alinéa a) est obligatoire, ainsi que la forme et les délais dans lesquels elle doit être produite.

Order of Superintendent

    

Ordonnance du surintendant

(2) The Superintendent may, by order, direct a company to obtain from any person in whose name a share of the company is held a declaration setting out the name of every entity controlled by that person and containing information concerning

    

(2) Le surintendant peut, par ordonnance, enjoindre à la société d’obtenir de la personne au nom de laquelle est détenue une de ses actions une déclaration indiquant le nom de toutes les entités que contrôle cette dernière et contenant des renseignements sur la propriété ou la propriété effective de l’action, ainsi que sur toutes les autres questions connexes qu’il précise.

(a) the ownership or beneficial ownership of the share; and

    

(b) such other related matters as are specified by the Superintendent.

    

Compliance required

    

Exécution

(3) As soon as possible after receipt by a company of a direction under subsection (2),

    

(3) La société exécute l’ordonnance dans les meilleurs délais après sa réception, de même que toutes les personnes à qui elle a demandé de produire la déclaration visée aux paragraphes (1) ou (2).

(a) the company shall comply with the direction; and

    

(b) every person who is requested by the company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request.

    

Outstanding declaration: effect

    

Défaut de déclaration

(4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person

    

(4) Dans tous les cas où la déclaration est obligatoire, la société peut subordonner l’émission d’une action ou

 

Current to February 11, 2020

   225    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VII Ownership

  

PARTIE VII Propriété

DIVISION III Directions

  

SECTION III Arrêtés et ordonnances

General Provisions

  

Dispositions d’ordre général

Sections 404-409

  

Articles 404-409

 

in respect of the issue or transfer of any share, a company may refuse to issue the share or register the transfer unless the required declaration is submitted.

 

    

  

l’inscription du transfert d’une action à sa production par l’actionnaire ou une autre personne.

Reliance on information

    

Crédit accordé aux renseignements

405 A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in a declaration required by the directors pursuant to section 404 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the company or any such person for anything done or omitted to be done in good faith in reliance on any such information.

    

405 La société, ses administrateurs, dirigeants, employés ou mandataires peuvent se fonder sur tout renseignement soit contenu dans la déclaration prévue à l’article 404, soit obtenu de toute autre façon, concernant un point pouvant faire l’objet d’une telle déclaration, et sont en conséquence soustraits aux poursuites pour tout acte ou omission de bonne foi en résultant.

406 [Repealed, 1994, c. 47, s. 211]

    

406 [Abrogé, 1994, ch. 47, art. 211]

Exemption regulations

    

Règlement d’exemption

407 The Governor in Council may, by regulation, exempt from any of the provisions of this Part any share transaction or any class of share transactions involving the transfer of shares on the death of the beneficial owner thereof, or any arrangement made in contemplation of the death of the beneficial owner, to one or more members of the beneficial owner’s family, or to one or more trustees on their behalf.

    

407 Le gouverneur en conseil peut, par règlement, soustraire à l’application de la présente partie toute opération sur des actions ou catégories d’actions prévoyant leur transfert au décès de la personne qui en a la propriété effective ou conformément à une entente conclue en prévision du décès de cette personne, à un ou plusieurs membres de sa famille ou à un ou plusieurs fiduciaires pour leur compte.

Competition Act

    

Loi sur la concurrence

408 Nothing in, or done under the authority of, this Act affects the operation of the Competition Act.

    

408 La présente loi et les actes accomplis sous son régime ne portent pas atteinte à l’application de la Loi sur la concurrence.

PART VIII

    

PARTIE VIII

Business and Powers

    

Activité et pouvoirs

General Business

    

Activités générales

Main business

    

Activité principale

409 (1) Subject to this Act, a company shall not engage in or carry on any business other than such business generally as appertains to the business of providing financial services.

    

409 (1) Sous réserve des autres dispositions de la présente loi, l’activité de la société doit se rattacher à la prestation de services financiers.

Idem

    

Idem

(2) For greater certainty, a company may     

(2) Il est entendu que la société peut :

(a) subject to section 412, act as a trustee;

    

a) sous réserve de l’article 412, agir à titre de fiduciaire;

(b) act as a financial agent, receiver, liquidator or sequestrator;

    

b) agir à titre d’agent financier, séquestre ou liquidateur;

 

Current to February 11, 2020

   226    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Sections 409-410

  

Articles 409-410

 

(c) provide investment counselling services and portfolio management services; and

 

    

  

c) fournir des services de conseil en placement et de gestion de portefeuille;

(d) issue payment, credit or charge cards and, in cooperation with others including other financial institutions, operate a payment, credit or charge card plan.

    

d) émettre des cartes de paiement, de crédit ou de débit et, conjointement avec d’autres établissements, y compris les institutions financières, exploiter un système de telles cartes.

1991, c. 45, s. 409; 2009, c. 2, s. 289(F).      1991, ch. 45, art. 409; 2009, ch. 2, art. 289(F).

Additional activities

    

Activités supplémentaires

410 (1) In addition, a company may     

410 (1) La société peut en outre :

(a) act as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property and provide consulting or appraisal services in respect of real property;

 

(b) hold, manage and otherwise deal with real property;

 

(c) outside Canada, or with the prior written approval of the Minister, in Canada, engage in any of the following activities, namely,

 

(i) collecting, manipulating and transmitting

 

(A) information that is primarily financial or economic in nature,

 

(B) information that relates to the business of a permitted entity, as defined in subsection 449(1), or

 

(C) any other information that the Minister may, by order, specify,

 

(ii) providing advisory or other services in the design, development or implementation of information management systems,

 

(iii) designing, developing or marketing computer software, and

 

(iv) designing, developing, manufacturing or selling, as an ancillary activity to any activity referred to in any of subparagraphs (i) to (iii) that the company is engaging in, computer equipment integral to the provision of information services related to the business of financial institutions or to the provision of financial services;

 

(c.1) with the prior written approval of the Minister, develop, design, hold, manage, manufacture, sell or otherwise deal with data transmission systems, information sites, communication devices or information platforms or portals that are used

    

a) agir en qualité de mandataire pour des acheteurs, des vendeurs, des créanciers ou débiteurs hypothécaires, des locataires ou des bailleurs de biens immeubles et fournir des services de consultation et d’évaluation en matière de biens immeubles;

 

b) détenir ou gérer des biens immeubles ou effectuer toutes opérations à leur égard;

 

c) à l’étranger ou, à la condition d’obtenir au préalable l’agrément écrit du ministre, au Canada, exercer les activités suivantes :

 

(i) la collecte, la manipulation et la transmission d’information principalement de nature financière ou économique ou relative à l’activité commerciale des entités admissibles, au sens du paragraphe 449(1), ou encore précisée par arrêté du ministre,

 

(ii) la prestation de services consultatifs ou autres en matière de conception, de développement ou de mise sur pied de systèmes de gestion de l’information,

 

(iii) la conception, le développement ou la commercialisation de logiciels,

 

(iv) accessoirement à toute activité visée aux sousalinéas (i) à (iii) qu’elle exerce, la conception, le développement, la fabrication ou la vente de matériel informatique indispensable à la prestation de services d’information liés à l’activité commerciale des institutions financières ou de services financiers;

 

c.1) à la condition d’obtenir au préalable l’agrément écrit du ministre, s’occuper, notamment en les concevant, les développant, les détenant, les gérant, les fabriquant ou les vendant, de systèmes de transmission de données, de sites d’information, de moyens de communication ou de plateformes informatiques ou portails d’information qui sont utilisés :

 

Current to February 11, 2020

   227    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Section 410

  

Article 410

 

(i) to provide information that is primarily financial or economic in nature,

    

(i) soit pour la fourniture d’information principalement de nature financière ou économique,

(ii) to provide information that relates to the business of a permitted entity, as defined in subsection 449(1), or

    

(ii) soit pour la fourniture d’information relative à l’activité commerciale des entités admissibles, au sens du paragraphe 449(1),

(iii) for a prescribed purpose or in prescribed circumstances;

    

(iii) soit à une fin réglementaire ou dans des circonstances réglementaires;

(d) in Canada, engage in such activities referred to in paragraph (c) that the company was engaged in prior to June 1, 1992;

    

d) exercer au Canada toute activité visée à l’alinéa c) qu’elle exerçait avant le 1er juin 1992;

(d.1) engage, under prescribed terms and conditions, if any are prescribed, in specialized business management or advisory services;

    

d.1) fournir, aux conditions éventuellement fixées par règlement, des services spéciaux de gestion commerciale ou des services de consultation;

(e) promote merchandise and services to the holders of any payment, credit or charge card issued by the company;

    

e) faire la promotion d’articles et de services auprès des titulaires de cartes de paiement, de crédit ou de débit délivrées par elle;

(f) engage in the sale of

    

f) vendre des billets :

(i) tickets, including lottery tickets, on a non-profit public service basis in connection with special, temporary and infrequent non-commercial celebrations or projects that are of local, municipal, provincial or national interest,

    

(i) y compris de loterie, à titre de service public non lucratif pour des fêtes ou activités spéciales, temporaires, à caractère non commercial et d’intérêt local, municipal, provincial ou national,

(ii) urban transit tickets, and

    

(ii) de transport en commun urbain,

(iii) tickets in respect of a lottery sponsored by the federal government or a provincial or municipal government or an agency of any such government or governments;

    

(iii) d’une loterie parrainée par le gouvernement fédéral, un gouvernement provincial ou une administration municipale, ou encore par tout organisme de l’un ou l’autre;

(g) act as a custodian of property; and

    

g) faire fonction de gardien de biens;

(h) provide identification, authentication or verification services.

    

h) fournir des services d’identification, d’authentification ou de vérification.

Restriction

    

Interdiction

(2) Except as authorized by or under this Act, a company shall not deal in goods, wares or merchandise or engage in any trade or other business.

    

(2) Sauf autorisation prévue sous le régime de la présente loi, il est interdit à la société d’exercer quelque activité commerciale que ce soit et notamment de faire le commerce d’articles ou de marchandises.

Regulations

    

Règlements

(3) The Governor in Council may make regulations     

(3) Le gouverneur en conseil peut, par règlement :

(a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in paragraphs (1)(c), (c.1) and (d.1);

    

a) prévoir ce que la société peut ou ne peut pas faire dans le cadre de l’exercice des activités visées aux alinéas (1)c), c.1) ou d.1);

(b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs

    

 

Current to February 11, 2020

   228    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Sections 410-413

  

Articles 410-413

 

(1)(a) and 409(2)(c) and the carrying on of the activities referred to in paragraphs (1)(c), (c.1) and (d.1); and

 

    

  

b) assortir de conditions cet exercice et la prestation des services financiers visés aux alinéas (1)a) et 409(2)c);

(c) respecting the circumstances in which companies may be exempted from the requirement to obtain the approval of the Minister before carrying on a particular activity referred to in paragraph (1)(c) or (c.1).

    

c) prévoir les circonstances dans lesquelles la société peut être exemptée de l’obligation d’obtenir au préalable l’agrément du ministre pour exercer une activité visée aux alinéas (1)c) ou c.1).

1991, c. 45, s. 410; 1993, c. 34, s. 126(F); 1997, c. 15, s. 375; 2001, c. 9, s. 530; 2018, c. 12, s. 310.      1991, ch. 45, art. 410; 1993, ch. 34, art. 126(F); 1997, ch. 15, art. 375; 2001, ch. 9, art. 530; 2018, ch. 12, art. 310.

Networking

    

Prestation de service

411 Subject to section 416, a company may     

411 Sous réserve de l’article 416, la société peut :

(a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 449(1) or a prescribed entity and may enter into an arrangement with any person in respect of the provision of that service; or

    

a) soit faire fonction de mandataire pour la prestation de tout service offert par une institution financière, par une entité admissible, au sens du paragraphe 449(1), ou par une entité visée par règlement et conclure une entente en vue de sa prestation;

(b) refer any person to any such financial institution or entity.

    

b) soit renvoyer toute personne à une telle institution financière ou entité.

1991, c. 45, s. 411; 2001, c. 9, s. 531.      1991, ch. 45, art. 411; 2001, ch. 9, art. 531.

Restriction on fiduciary activities

    

Restrictions : activités fiduciaires

412 No company, other than a company that is a trust company pursuant to subsection 57(2), shall act in Cana-da as

    

412 Il est interdit à la société, à l’exception de la société de fiducie au sens du paragraphe 57(2), d’agir au Canada soit comme fiduciaire, soit comme exécuteur testamentaire, administrateur, gardien officiel, gardien, tuteur, curateur ou conseil judiciaire d’un incapable.

(a) an executor, administrator or official guardian or a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; or

    

(b) a trustee for a trust.

    

Restriction on deposit taking

    

Conditions pour accepter des dépôts

413 (1) A company shall not accept deposits in Canada unless

    

413 (1) Il est interdit à la société d’accepter des dépôts au Canada, sauf :

(a) it is a member institution, as defined in section 2 of the Canada Deposit Insurance Corporation Act;

    

a) si elle est une institution membre au sens de l’article 2 de la Loi sur la Société d’assurance-dépôts du Canada;

(b) it has been authorized under subsection 26.03(1) of that Act to accept deposits without being a member institution, as defined in section 2 of that Act; or

    

b) si, n’étant pas une institution membre au sens de cet article, elle est autorisée à le faire au titre du paragraphe 26.03(1) de cette loi;

(c) the order approving the commencement and carrying on of business in Canada by the company authorizes it to accept deposits solely in accordance with subsection (2).

    

c) si elle est autorisée, au titre de son agrément de fonctionnement, à accepter des dépôts uniquement en conformité avec le paragraphe (2).

Deposits that fall below $150,000

    

Obligation de la société

(2) A company referred to in paragraph (1)(b) or (c) shall ensure that, on each day that is at least 30 days after the

    

(2) La société visée aux alinéas (1)b) ou c) doit s’assurer que les dépôts payables au Canada qu’elle détient

 

Current to February 11, 2020

   229    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Sections 413-413.1

  

Articles 413-413.1

 

company receives the authorization referred to in that paragraph,

 

    

  

satisfont en tout temps, après le trentième jour suivant l’autorisation visée à cet alinéa, à l’équation suivante :

A/B £ 0.01      A/B £ 0,01

where

    

où :

A  is the sum of all amounts each of which is the sum of all the deposits held by the company at the end of a day in the preceding 30 days each of which deposits is less than $150,000 and payable in Canada; and

    

A  représente le total de la somme de tous les dépôts de moins de 150 000 $, calculée sur une base quotidienne, détenus par cette société durant les trente derniers jours;

B   is the sum of all amounts each of which is the sum of all deposits held by the company at the end of a day in those preceding 30 days and payable in Canada.

    

B   le total de la somme de tous les dépôts détenus par cette société, calculée sur une base quotidienne, pour chacun de ces trente jours.

Exchange rate

    

Taux de change

(3) For the purpose of subsection (2), the rate of exchange to be applied on any day in determining the amount in Canadian dollars of a deposit in a currency of a country other than Canada is to be determined in accordance with rules prescribed under subsection 26.03(2) of the Canada Deposit Insurance Corporation Act.

    

(3) Pour l’application du paragraphe (2), le taux de change applicable pour la détermination du montant en dollars canadiens d’un dépôt fait en devises étrangères est déterminé conformément aux règles visées au paragraphe 26.03(2) de la Loi sur la Société d’assurance-dépôts du Canada.

Definition of deposit

    

Définition de dépôt

(4) For the purpose of subsection (2), deposit has the meaning that would be given to that term by the schedule to the Canada Deposit Insurance Corporation Act for the purposes of deposit insurance if that schedule were read without reference to subsections 2(2), (5) and (6) of that schedule, but does not include prescribed deposits.

    

(4) Pour l’application du paragraphe (2), dépôt s’entend au sens que lui donne, dans le cadre de l’assurance-dépôts, l’annexe de la Loi sur la Société d’assurance-dépôts du Canada, exception faite des paragraphes 2(2), (5) et (6) de cette annexe. Ne sont toutefois pas considérés comme des dépôts les dépôts prévus par les règlements.

Regulations

    

Règlements

(5) The Governor in Council may make regulations     

(5) Le gouverneur en conseil peut, par règlement :

(a) prescribing the deposits referred to in subsection (4); and

    

a) prévoir les dépôts visés au paragraphe (4);

(b) prescribing terms and conditions with respect to the acceptance of those deposits.

    

b) prévoir les modalités et conditions relatives à l’acceptation de ces dépôts.

1991, c. 45, s. 413; 2007, c. 6, s. 358.      1991, ch. 45, art. 413; 2007, ch. 6, art. 358.

Notice before opening account or providing prescribed product

    

Avis de la société

413.1 (1) Before a company referred to in paragraph 413(1)(b) or (c) opens a deposit account in Canada or provides in Canada any prescribed product that relates to a deposit, the company shall, in the prescribed manner, give the person requesting the opening of the account or the provision of the product

    

413.1 (1) La société visée aux alinéas 413(1)b) ou c) doit, avant d’ouvrir un compte de dépôt — ou de fournir relativement à un dépôt un produit réglementaire — au Canada et selon les modalités réglementaires :

(a) a notice in writing that deposits to the deposit account, or that the deposit that relates to the prescribed product, as the case may be, will not be insured by the

    

a) aviser par écrit la personne qui en fait la demande du fait que ses dépôts dans le compte ou le dépôt relatif au produit réglementaire ne seront pas assurés par la Société d’assurance-dépôts du Canada ou, dans le cas où la demande est faite par téléphone, l’en aviser oralement;

 

Current to February 11, 2020

   230    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Sections 413.1-413.2

  

Articles 413.1-413.2

 

Canada Deposit Insurance Corporation or, if the request is made by telephone, a verbal notice to that effect; and

 

    

  

b) lui communiquer toute l’information réglementaire.

(b) any other information that may be prescribed.

    

Other notice

    

Avis publics

(2) A company referred to in paragraph 413(1)(b) or (c) shall, in accordance with any regulations that may be made,

 

(a) post notices at all of its branches, and at prescribed points of service, in Canada where deposits are accepted, and on all of its websites at which deposits are accepted in Canada, to inform the public that deposits with the company are not insured by the Canada Deposit Insurance Corporation; and

 

(b) include in its advertisements notices to inform the public that deposits with the company are not insured by the Canada Deposit Insurance Corporation.

    

(2) Elle doit également, afin d’informer le public, afficher, de la façon prévue par règlement, dans ses bureaux et dans ses points de service réglementaires au Canada où des dépôts sont acceptés et sur ceux de ses sites Web où des dépôts sont acceptés au Canada, des avis indiquant que les dépôts qu’elle détient ne sont pas assurés par la Société d’assurance-dépôts du Canada et faire paraître la même information dans sa publicité.

Regulations

    

Règlements

(3) The Governor in Council may make regulations     

(3) Le gouverneur en conseil peut, par règlement :

(a) prescribing the manner in which notices referred to in subsection (1) are to be given and the additional information to be contained in the notices; and

    

a) prévoir la façon de donner les avis prévus au paragraphe (1) et préciser les renseignements supplémentaires qu’ils doivent contenir;

(b) respecting notices for the purpose of subsection (2).

    

b) régir les avis prévus au paragraphe (2).

2007, c. 6, s. 358.      2007, ch. 6, art. 358.

Deposits less than $150,000

    

Restriction

413.2 (1) Subject to the regulations, a company referred to in paragraph 413(1)(b) or (c) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

    

413.2 (1) Sous réserve des règlements, la société visée aux alinéas 413(1)b) ou c) ne peut, dans le cadre de l’exercice de ses activités au Canada, faire fonction de mandataire pour l’acceptation d’un dépôt de moins de 150 000 $ payable au Canada.

Definition of deposit

    

Définition de dépôt

(2) In this section, deposit has the meaning assigned by subsection 413(4).

    

(2) Pour l’application du présent article, dépôt s’entend au sens du paragraphe 413(4).

Regulations

    

Règlements

(3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a company referred to in subsection (1) may act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

    

(3) Le gouverneur en conseil peut, par règlement, régir les circonstances dans lesquelles une société visée par le paragraphe (1) peut faire fonction de mandataire pour l’acceptation d’un dépôt de moins de 150 000 $ payable au Canada et les modalités afférentes.

2007, c. 6, s. 358.      2007, ch. 6, art. 358.6

 

Current to February 11, 2020

   231    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Sections 413.3-414

  

Articles 413.3-414

 

Shared premises

    

Interdiction de partager des locaux

413.3 (1) Subject to the regulations, no company referred to in paragraph 413(1)(b) or (c) shall carry on business in Canada on premises that are shared with those of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the company.

 

    

  

413.3 (1) Sous réserve des règlements, la société visée aux alinéas 413(1)b) ou c) ne peut exercer ses activités au Canada dans les mêmes locaux qu’une institution membre, au sens de l’article 2 de la Loi sur la Société d’assurance-dépôts du Canada, qui fait partie de son groupe.

Limitation

    

Exception

(2) Subsection (1) only applies in respect of premises or any portion of premises on which both the company and the member institution carry on business with the public and to which the public has access.

    

(2) Le paragraphe (1) ne s’applique qu’aux locaux ou parties de local dans lesquels la société et l’institution membre traitent avec le public et auxquels le public a accès.

Adjacent premises

    

Interdiction relative aux locaux adjacents

(3) Subject to the regulations, no company referred to in paragraph 413(1)(b) or (c) shall carry on business in Canada on premises that are adjacent to a branch or office of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the company, unless the company clearly indicates to its customers that its business and the premises on which it is carried on are separate and distinct from the business and premises of the affiliated member institution.

    

(3) Sous réserve des règlements, la société visée aux alinéas 413(1)b) ou c) ne peut exercer ses activités au Canada dans des locaux adjacents à ceux d’un bureau ou d’une succursale d’une institution membre, au sens de l’article 2 de la Loi sur la Société d’assurance-dépôts du Canada, qui fait partie de son groupe que si elle indique clairement à ses clients que ses activités et les locaux où elle les exerce sont distincts de ceux de l’institution membre.

Regulations

    

Règlements

(4) The Governor in Council may make regulations     

(4) Le gouverneur en conseil peut, par règlement :

(a) respecting the circumstances in which, and the conditions under which, a company referred to in paragraph 413(1)(b) or (c) may carry on business in Canada on premises that are shared with those of a member institution referred to in subsection (1); and

    

a) régir les circonstances dans lesquelles une société visée aux alinéas 413(1)b) ou c) peut exercer ses activités au Canada dans les mêmes locaux qu’une institution membre visée par le paragraphe (1) ainsi que les modalités afférentes;

(b) respecting the circumstances in which, and the conditions under which, a company referred to in paragraph 413(1)(b) or (c) may carry on business in Canada on premises that are adjacent to a branch or office of a member institution referred to in subsection (3).

    

b) régir les circonstances dans lesquelles une société visée aux alinéas 413(1)b) ou c) peut exercer ses activités au Canada dans des locaux adjacents à ceux d’un bureau ou d’une succursale d’une institution membre visée par le paragraphe (3) ainsi que les modalités afférentes.

2007, c. 6, s. 358.      2007, ch. 6, art. 358.

Restriction on guarantees

    

Restrictions : garanties

414 (1) A company shall not guarantee on behalf of any person the payment or repayment of any sum of money unless

    

414 (1) Il est interdit à la société de garantir le paiement ou le remboursement d’une somme d’argent, sauf si, d’une part, il s’agit d’une somme fixe avec ou sans intérêts et, d’autre part, la personne au nom de qui elle fournit la garantie s’est engagée inconditionnellement envers elle à lui en remettre le plein montant.

 

(a) the sum of money is a fixed sum of money with or without interest thereon; and

 

(b) the person on whose behalf the company has undertaken to guarantee the payment or repayment has an unqualified obligation to reimburse the company

 

 

 

Current to February 11, 2020

   232    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Sections 414-415.1

  

Articles 414-415.1

 

for the full amount of the payment or repayment to be guaranteed.

 

    

  

Exception

    

Exception

(2) Paragraph (1)(a) does not apply where the person on whose behalf the company has undertaken to guarantee a payment or repayment is a subsidiary of the company.

    

(2) Dans les cas où la personne visée au paragraphe (1) est une filiale de la société garante, celle-ci peut garantir une somme qui n’est pas fixe.

Idem

    

Idem

(3) Notwithstanding subsection (1), a company may guarantee repayment of the principal or payment of the interest, or both, of any moneys entrusted to the company for investment, on such terms and conditions as are agreed on.

    

(3) Par dérogation au paragraphe (1), la société peut garantir, selon les modalités convenues, le remboursement du principal ou le versement d’intérêts, ou les deux, à l’égard des fonds qui lui sont remis en fiducie pour placement.

Regulations

    

Règlements

(4) The Governor in Council may make regulations imposing terms and conditions in respect of guarantees permitted by this section.

    

(4) Le gouverneur en conseil peut, par règlement, imposer des conditions à l’égard des garanties autorisées au titre du paragraphe (1).

1991, c. 45, s. 414; 1997, c. 15, s. 376; 2001, c. 9, s. 532.      1991, ch. 45, art. 414; 1997, ch. 15, art. 376; 2001, ch. 9, art. 532.

Restriction on securities activities

    

Restriction : valeurs mobilières

415 A company shall not deal in Canada in securities to the extent prohibited or restricted by such regulations as the Governor in Council may make for the purposes of this section.

    

415 Il est interdit à la société, dans la mesure prévue par les règlements pris par le gouverneur en conseil pour l’application du présent article, de faire, au Canada, le commerce des valeurs mobilières.

Prohibition

    

Restriction : obligations sécurisées

415.1 (1) It is prohibited for a company to issue a debt obligation in relation to which the amounts of principal and interest owing are guaranteed to be paid from loans or other assets held by an entity that is created and organized for the principal purpose of holding those loans or other assets and with the intention of legally isolating those loans or other assets from the company, unless

    

415.1 (1) Il est interdit à la société d’émettre tout titre de créance dont le remboursement — en principal et en intérêts — est garanti par des prêts ou autres actifs détenus par une entité qui a été constituée principalement en vue de les détenir, et ce, dans le but de les isoler juridiquement de la société, sauf si les conditions ci-après sont réunies :

(a) the debt obligation is a covered bond as defined in section 21.5 of the National Housing Act;

    

a) le titre de créance est une obligation sécurisée au sens de l’article 21.5 de la Loi nationale sur l’habitation;

(b) the company is a registered issuer as defined in section 21.5 of that Act other than one whose right to issue covered bonds has been suspended; and

    

b) la société est un émetteur inscrit au sens de l’article 21.5 de cette loi et son droit d’émettre des obligations sécurisées ne fait pas l’objet d’une suspension;

(c) the debt obligation is issued under a registered program as defined in section 21.5 of that Act.

    

c) l’émission est faite dans le cadre d’un programme inscrit au sens de l’article 21.5 de cette loi.

Exception

    

Exception

(2) The Governor in Council may make regulations exempting any type of debt obligation from the application of subsection (1).

    

(2) Le gouverneur en conseil peut prendre des règlements exemptant tout type de titre de créance de l’application du paragraphe (1).

2012, c. 19, s. 361.      2012, ch. 19, art. 361.

 

Current to February 11, 2020

   233    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Section 416

  

Article 416

 

Restriction on insurance business

 

    

  

Restriction : assurances

416 (1) A company shall not undertake the business of insurance except to the extent permitted by this Act or the regulations.

    

416 (1) Il est interdit à la société de se livrer au commerce de l’assurance, sauf dans la mesure permise par la présente loi ou les règlements.

Restriction on acting as agent

    

Restriction : mandataire

(2) A company shall not act in Canada as agent for any person in the placing of insurance and shall not lease or provide space in any branch in Canada of the company to any person engaged in the placing of insurance.

    

(2) Il est interdit à la société d’agir au Canada à titre d’agent pour la souscription d’assurance et de louer ou fournir des locaux dans ses bureaux au Canada à une personne se livrant au commerce de l’assurance.

Regulations

    

Règlements afférents

(3) The Governor in Council may make regulations respecting the matters referred to in subsection (1) and regulations respecting relations between companies and

 

(a) entities that undertake the business of insurance; or

    

(3) Le gouverneur en conseil peut, par règlement, régir les interdictions visées au paragraphe (1) ainsi que les relations des sociétés avec les entités se livrant au commerce de l’assurance ou avec les agents ou courtiers d’assurances.

    

(b) insurance agents or insurance brokers.

    

Saving

    

Précision

(4) Nothing in this section precludes a company from

 

(a) requiring insurance to be placed by a borrower for the security of the company; or

 

(b) obtaining group insurance for its employees or the employees of any bodies corporate in which it has a substantial investment pursuant to section 453.

    

(4) Le présent article n’empêche toutefois pas la société de faire souscrire par un emprunteur une assurance à son profit, ni d’obtenir une assurance collective pour ses employés ou ceux des personnes morales dans lesquelles elle a un intérêt de groupe financier en vertu de l’article 453.

No pressure

    

Interdiction d’exercer des pressions

(5) No company shall exercise pressure on a borrower to place insurance for the security of the company in any particular insurance company, but a company may require that an insurance company chosen by a borrower meet with its approval, which shall not be unreasonably withheld.

    

(5) La société ne peut exercer de pression sur un emprunteur pour lui faire souscrire, auprès d’une compagnie d’assurance donnée, une assurance à son profit; toutefois le présent paragraphe n’empêche pas la société d’exiger que l’assurance soit contractée auprès d’une compagnie d’assurance agréée par elle, la société ne pouvant refuser son agrément sans motif valable.

Definition of business of insurance

    

Définition de commerce de l’assurance

(6) In this section, business of insurance includes     

(6) Pour l’application du présent article, le commerce de l’assurance vise notamment :

(a) the issuance of any annuity if the liability in respect of the annuity is contingent on the death of a person; and

    

a) la constitution d’une rente viagère;

(b) the issuance of any debt obligation, any of whose terms and conditions are established on the basis of mortality considerations, under which the issuer is obliged to make periodic payments.

    

b) l’émission d’un titre de créance qui est assorti de conditions établies en fonction de considérations liées à la mortalité et qui prévoit des versements périodiques de la part de l’émetteur.

1991, c. 45, s. 416; 2012, c. 19, s. 205.      1991, ch. 45, art. 416; 2012, ch. 19, art. 205.

 

Current to February 11, 2020

   234    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Sections 417-418.1

  

Articles 417-418.1

 

Restriction on leasing

 

    

  

Restrictions : crédit-bail

417 A company shall not engage in Canada in any personal property leasing activity in which a financial leasing entity, within the meaning of subsection 449(1), is not permitted to engage.

    

417 Il est interdit à la société d’exercer au Canada toute activité de crédit-bail mobilier qu’une entité s’occupant de crédit-bail, au sens du paragraphe 449(1), n’est pas elle-même autorisée à exercer.

1991, c. 45, s. 417; 2001, c. 9, s. 533.      1991, ch. 45, art. 417; 2001, ch. 9, art. 533.

Restriction on residential mortgages

    

Restrictions : hypothèques

418 (1) A company shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.

    

418 (1) Il est interdit à la société de faire garantir par un immeuble résidentiel situé au Canada un prêt consenti au Canada pour l’achat, la rénovation ou l’amélioration de cet immeuble, ou de renouveler un tel prêt, si la somme de celui-ci et du solde impayé de toute hypothèque de rang égal ou supérieur excède quatre-vingts pour cent de la valeur de l’immeuble au moment du prêt.

Exception

    

Exception

(2) Subsection (1) does not apply in respect of     

(2) Le paragraphe (1) ne s’applique pas :

(a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or pursuant to which a different limit on the value of property on the security of which the company may make a loan is established;

 

(b) a loan if repayment of the amount of the loan that exceeds the maximum amount set out in subsection (1) is guaranteed or insured by a government agency or a private insurer approved by the Superintendent;

 

(c) the acquisition by the company from an entity of securities issued or guaranteed by the entity that are secured on any residential property, whether in favour of a trustee or otherwise, or the making of a loan by the company to the entity against the issue of such securities; or

 

(d) a loan secured by a mortgage where

 

(i) the mortgage is taken back by the company on a property disposed of by the company, including where the disposition is by way of a realization of a security interest, and

 

(ii) the mortgage secures payment of an amount payable to the company for the property.

    

a) au prêt consenti ou garanti en vertu de la Loi nationale sur l’habitation ou de toute autre loi fédérale aux termes de laquelle est fixée une limite différente sur la valeur de l’immeuble qui constitue l’objet de la garantie;

 

b) au prêt dont le remboursement, en ce qui touche le montant excédant le plafond fixé au paragraphe (1), est garanti ou assuré par un gouvernemental ou par un assureur privé agréé par le surintendant;

 

c) à l’acquisition par la société, d’une entité, de valeurs mobilières émises ou garanties par celle-ci et qui confèrent une sûreté sur un immeuble résidentiel soit en faveur d’un fiduciaire soit de toute autre manière, ou aux prêts consentis par la société à l’entité en contrepartie de l’émission des valeurs mobilières en question;

 

d) au prêt garanti par une hypothèque consentie à la société en garantie du paiement du prix de vente d’un bien qu’elle aliène, y compris par suite de l’exercice d’un droit hypothécaire. organisme

1991, c. 45, s. 418; 1997, c. 15, s. 377; 2007, c. 6, s. 359.      1991, ch. 45, art. 418; 1997, ch. 15, art. 377; 2007, ch. 6, art. 359.

Restriction on charges to borrowers

    

Restriction touchant les sommes exigées des emprunteurs

418.1 (1) Subject to any regulations made under subsection (2), a company that has obtained insurance or a guarantee against default on a loan made in Canada on the security of residential property shall not charge a

    

418.1 (1) Sous réserve des règlements pris en vertu du paragraphe (2), la société qui obtient une assurance ou une garantie pour se protéger contre le non-paiement d’un prêt consenti au Canada et garanti par un immeuble

 

Current to February 11, 2020

   235    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

General Business

  

Activités générales

Section 418.1    Article 418.1

 

borrower an amount for the insurance or guarantee that exceeds the actual cost to the company of the insurance or guarantee.

résidentiel ne peut exiger de l’emprunteur, pour cette assurance ou cette garantie, une somme supérieure à leur coût réel pour elle.

 

 

Regulations

 

(2) The Governor in Council may make regulations

 

(a) respecting the determination of the actual cost to a company for the purposes of subsection (1);

 

(b) respecting the circumstances in which a company is exempt from the application of subsection (1);

 

(c) respecting, in relation to insurance or a guarantee against default on a loan made by a company in Cana-da on the security of residential property,

 

(i) the arrangements into which the company, its representatives and its employees may or may not enter, and

 

(ii) the payments or benefits that the company, its representatives and its employees may or may not accept from an insurer or the insurer’s affiliates; and

 

 

(d) respecting any other matters necessary to carry out the purposes of subsection (1).

  

    

  

Règlements

 

(2) Le gouverneur en conseil peut, par règlement :

 

a) prévoir, pour l’application du paragraphe (1), la détermination du coût réel pour la société;

 

b) prévoir les circonstances dans lesquelles la société est soustraite à l’application du paragraphe (1);

 

c) relativement à une assurance ou à une garantie contre le non-paiement d’un prêt consenti par une société au Canada et garanti par un immeuble résidentiel :

 

(i) prévoir les arrangements que peut ou ne peut pas conclure la société, ses employés ou ses représentants,

 

(ii) prévoir les paiements ou avantages que la société, ses employés ou ses représentants peuvent ou ne peuvent pas accepter de la part d’un assureur ou d’un membre du groupe de ce dernier;

 

d) prendre toute autre mesure nécessaire à l’application du paragraphe (1).

 

Regulations — disclosure

 

(3) The Governor in Council may make regulations respecting the disclosure by a company of information relating to insurance or a guarantee against default on a loan made by the company in Canada on the security of residential property, including regulations respecting

  

    

  

Règlements : communication de renseignements

 

(3) Le gouverneur en conseil peut prendre des règlements portant sur la communication de renseignements, par une société, relativement à une assurance ou à une garantie contre le non-paiement d’un prêt qu’elle consent au Canada et qui est garanti par un immeuble résidentiel, notamment des règlements concernant :

(a) the information that must be disclosed, including information relating to

     

a) les renseignements à communiquer, ayant trait notamment :

(i) the person who benefits from the insurance or guarantee,

     

(i) à la personne bénéficiant de l’assurance ou de la garantie,

(ii) the arrangements between the company, its representatives or its employees and the insurer or the insurer’s affiliates, and

     

(ii) aux arrangements entre la société, ses employés ou ses représentants et l’assureur ou un membre du groupe de ce dernier,

(iii) the payments and benefits that the company, its representatives and its employees accept from an insurer or the insurer’s affiliates;

     

(iii) aux paiements et aux avantages que la société, ses employés ou ses représentants acceptent de l’assureur ou d’un

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

     

b) les modalités — de temps, lieu et forme — de la communication, ainsi que les destinataires de celle-ci;

 

 

Current to February 11, 2020

   236    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VI Corporate Governance

  

PARTIE VI Administration de la société

General Business

  

Activités générales

Sections 418.1-421    Articles 418.1-421

 

(c) the circumstances under which a company is not required to disclose information.

  

    

  

c) les circonstances dans lesquelles la société n’est pas tenue de fournir les renseignements.

2009, c. 2, s. 290; 2012, c. 5, s. 167(E).

     

2009, ch. 2, art. 290; 2012, ch. 5, art. 167(A).

 

Policies re security interests

     

Principes en matière de sûretés

419 (1) The directors of a company shall establish and the company shall adhere to policies regarding the creation of security interests in property of the company to secure obligations of the company and the acquisition by the company of beneficial interests in property that is subject to security interests.

     

419 (1) La société est tenue de se conformer aux principes que son conseil d’administration a le devoir d’établir en ce qui concerne la constitution de sûretés pour garantir l’exécution de ses obligations et l’acquisition d’un droit de propriété effective sur des biens grevés d’une sûreté.

Order to amend policies

     

Ordonnance de modification

(2) The Superintendent may, by order, direct a company to amend its policies as specified in the order.

     

(2) Le surintendant peut, par ordonnance, enjoindre à la société de modifier ces principes selon les modalités qu’il précise dans l’ordonnance.

Compliance

     

Obligation de se conformer

(3) A company shall comply with an order made under subsection (2) within the time specified in the order.

     

(3) La société est tenue de se conformer à l’ordonnance visée au paragraphe (2) dans le délai que lui fixe le surintendant.

1991, c. 45, s. 419; 1999, c. 31, s. 219(E); 2001, c. 9, s. 534; 2007, c. 6, s. 360(F).

     

1991, ch. 45, art. 419; 1999, ch. 31, art. 219(A); 2001, ch. 9, art. 534; 2007, ch. 6, art. 360(F).

Regulations and guidelines

     

Règlements et lignes directrices

419.1 The Governor in Council may make regulations and the Superintendent may make guidelines respecting the creation by a company of security interests in its property to secure obligations of the company and the acquisition by the company of beneficial interests in property that is subject to security interests.

     

419.1 Le gouverneur en conseil peut prendre des règlements et le surintendant donner des lignes directrices concernant l’exigence formulée au paragraphe 419(1).

     

2001, c. 9, s. 534.

     

2001, ch. 9, art. 534.

Exception

     

Exception

419.2 Sections 419 and 419.1 do not apply in respect of a security interest created by a company to secure an obligation of the company to the Bank of Canada or the Canada Deposit Insurance Corporation.

     

419.2 Les articles 419 et 419.1 ne s’appliquent pas aux sûretés constituées par la société pour garantir l’exécution de ses obligations envers la Banque du Canada ou la Société d’assurance-dépôts du Canada.

2001, c. 9, s. 534.

     

2001, ch. 9, art. 534.

Restriction on receivers

     

Restrictions : séquestres

420 A company shall not grant to a person the right to appoint a receiver or a receiver and manager of the property or business of the company.

     

420 La société ne peut accorder à quelque personne que ce soit le droit de nommer un séquestre ou un séquestre-gérant en ce qui touche ses biens ou son activité.

Restriction on partnerships

     

Restrictions relatives aux sociétés de personnes

421 (1) Except with the approval of the Superintendent, a company may not be a general partner in a limited partnership or a partner in a general partnership.

     

421 (1) La société ne peut être le commandité d’une société en commandite ou l’associé d’une société de personnes que si le surintendant l’y autorise.

 

 

Current to February 11, 2020

   237    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Fiduciary Activities

  

Activités fiduciaires

Sections 421-423    Articles 421-423

 

Meaning of general partnership

   

Sens de société de personnes

(2) For the purposes of subsection (1), general partnership means any partnership other than a limited partnership.

   

(2) Pour l’application du paragraphe (1), société de personnes s’entend de toute société de personnes autre qu’une société en commandite.

1991, c. 45, s. 421; 2001, c. 9, s. 535.

 

    

 

1991, ch. 45, art. 421; 2001, ch. 9, art. 535.

Fiduciary Activities

 

    

 

Activités fiduciaires

Separate and distinct

   

Séparation des fonds en fiducie

422 (1) A company shall keep money and other assets acquired or held in trust by the company separate and distinct from its own assets and shall keep a separate account for each trust.

   

422 (1) La société sépare de son propre actif tous les fonds et autres éléments d’actif qu’elle acquiert ou détient en fiducie et tient un compte distinct pour chaque fiducie.

Common trust fund

   

Fonds collectif

(2) Unless the instrument creating a trust otherwise provides, a company may invest money it holds in trust in one or more common trust funds.

   

(2) Sauf disposition contraire de l’acte créant une fiducie, la société peut placer l’argent qu’elle détient en fiducie dans un ou plusieurs fonds collectifs.

Deposit Acceptance     Dépôts

Deposit acceptance

   

Dépôts

423 (1) A company may, without the intervention of any other person,

   

423 (1) La société peut, sans aucune intervention extérieure, accepter un dépôt d’une personne ayant ou non la capacité juridique de contracter de même que payer, en tout ou en partie, le principal et les intérêts correspondants à cette personne ou à son ordre.

 

(a) accept a deposit from any person whether or not the person is qualified by law to enter into contracts; and

 

(b) pay all or part of the principal of the deposit and all or part of the interest thereon to or to the order of that person.

   

Exception

   

Exception

(2) Paragraph (1)(b) does not apply if, before payment, the money deposited in the company pursuant to paragraph (1)(a) is claimed by some other person

   

(2) Le paragraphe (1) ne s’applique pas en ce qui concerne le paiement qui y est prévu si, avant le paiement, les fonds déposés auprès de la société conformément à ce paragraphe sont réclamés par une autre personne :

(a) in any action or proceeding to which the company is a party and in respect of which service of a writ or other process originating that action or proceeding has been made on the company, or

   

a) soit dans le cadre d’une action ou autre procédure à laquelle la société est partie et à l’égard de laquelle un bref ou autre acte introductif d’instance lui a été signifié;

(b) in any other action or proceeding pursuant to which an injunction or order made by the court requiring the company not to make payment of that money or make payment thereof to some person other than the depositor has been served on the company,

   

b) soit dans le cadre de toute autre action ou procédure en vertu de laquelle une injonction ou ordonnance du tribunal enjoignant à la société de ne pas verser ces fonds ou de les verser à une autre personne que le déposant a été signifiée à la société.

and, in the case of any such claim so made, the money so deposited may be paid to the depositor with the consent of the claimant or to the claimant with the consent of the depositor.

   

Dans le cas d’une telle réclamation, les fonds ainsi déposés peuvent être versés soit au déposant avec le

 

Current to February 11, 2020

   238    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Deposit Acceptance

  

Dépôts

Sections 423-424    Articles 423-424

 

 

    

  

consentement du réclamant, soit au réclamant avec le consentement du déposant.

 

Guaranteed trust money

    

Fonds en fiducie garantie

(3) A company that is a trust company pursuant to subsection 57(2) shall accept deposits only as guaranteed trust money.

 

    

  

(3) La société de fiducie au sens du paragraphe 57(2) ne peut accepter de dépôts qu’à titre de fonds en fiducie garantie.

 

Profit

 

    

  

Gains

(4) Notwithstanding subsection (3), a company that is a trust company pursuant to subsection 57(2) that accepts deposits may retain the interest and profit resulting from the investment thereof in excess of the amount of interest payable to its depositors in respect thereof.

    

(4) Par dérogation au paragraphe (3), la société de fiducie au sens du paragraphe 57(2) qui reçoit des dépôts peut conserver la part des intérêts et des gains résultant de leur placement qui excède le montant des intérêts payables aux déposants.

 

Assets to be identified

    

Éléments d’actif à conserver

(5) Where a company that is a trust company pursuant to subsection 57(2) accepts deposits, the company shall identify on its books assets to be held in respect thereof equal to the aggregate amount of the deposits.

 

    

  

(5) La société de fiducie au sens du paragraphe 57(2) qui reçoit des dépôts doit indiquer dans ses livres les éléments d’actif de valeur égale au total de ces dépôts à détenir à leur égard.

 

Execution of trust

    

Exécution d’une fiducie

(6) A company is not bound to see to the execution of any trust to which any deposit made under the authority of this Act is subject, other than a trust of which the company is a trustee.

 

    

  

(6) La société n’est pas tenue de veiller à l’exécution d’une fiducie à laquelle est assujetti un dépôt effectué sous le régime de la présente loi, sauf quand elle en est fiduciaire.

 

Payment when company has notice of trust

  

Application du paragraphe (6)

(7) Subsection (6) applies regardless of whether the trust is express or arises by the operation of law, and it applies even when the company has notice of the trust if it acts on the order of or under the authority of the holder or holders of the account into which the deposit is made.

  

(7) Le paragraphe (6) s’applique que la fiducie soit explicite ou d’origine juridique et s’applique même si la société en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

1991, c. 45, s. 423; 2001, c. 9, s. 536.    1991, ch. 45, art. 423; 2001, ch. 9, art. 536.

 

Unclaimed Balances          

Soldes non réclamés

Unclaimed balances

    

Versement à la Banque du Canada    

424 (1) Where     

424 (1) Au plus tard le 31 décembre de chaque année, la société verse à la Banque du Canada le montant du dépôt ou de l’effet en cause, plus éventuellement les intérêts calculés conformément aux modalités y afférentes, dans les situations suivantes :

(a) a deposit has been made in Canada that is payable in Canada in Canadian currency and in respect of which no transaction has taken place and no statement of account has been requested or acknowledged by the creditor during a period of ten years

 

(i) in the case of a deposit made for a fixed period, from the day on which the fixed period terminated, and

 

(ii) in the case of any other deposit, from the day on which the last transaction took place or a statement of account was last requested or acknowledged by the creditor, whichever is later, or

    

a) un dépôt a été fait au Canada, est payable au Canada en monnaie canadienne et n’a fait l’objet, pendant une période de dix ans d’aucun mouvement — opération, demande ou accusé de réception d’un état de compte par le déposant — , et ce depuis l’échéance du terme dans le cas d’un dépôt à terme ou, dans le cas de tout autre dépôt, depuis la date de la dernière opération ou, si elle est postérieure, celle de la dernière demande ou du dernier accusé de réception d’un état de compte;

 

Current to February 11, 2020

   239    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Unclaimed Balances

  

Soldes non réclamés

Section 424    Article 424

 

(b) a cheque, draft or bill of exchange (including any such instrument drawn by one branch of a company on another branch of the company but not including such an instrument issued in payment of a dividend on the capital of a company) payable in Canada in Canadian currency has been issued, certified or accepted by a company in Canada and no payment has been made in respect thereof for a period of ten years after the date of issue, certification, acceptance or maturity, whichever is later,

 

    

  

b) un chèque, une traite ou une lettre de change — y compris un tel effet tiré par un de ses bureaux sur un autre de ses bureaux mais à l’exclusion de l’effet émis en paiement d’un dividende sur son capital — payable au Canada en monnaie canadienne a été émis, visé ou accepté par elle au Canada et aucun paiement n’a été fait à cet égard pendant une période de dix ans depuis la dernière des dates suivantes : émission, visa, acceptation ou échéance.

the company shall pay to the Bank of Canada not later than December 31 in each year an amount equal to the principal amount of the deposit or instrument, plus interest, if any, calculated in accordance with the terms of the deposit or instrument, and payment accordingly discharges the company from all liability in respect of the deposit or instrument.

    

Le versement libère la société de toute responsabilité à l’égard du dépôt ou de l’effet.

 

Provision of information

 

    

  

Détails à fournir

(2) A company shall, on making a payment under subsection (1), provide the Bank of Canada, for each deposit or instrument in respect of which the payment is made, with the following information current as of the day the payment is made, in so far as it is known to the company:

    

(2) Lors du versement, la société est tenue, pour chaque dépôt ou effet, de fournir à la Banque du Canada, dans la mesure où elle en a connaissance, les renseignements mis à jour suivants :

 

(a) in the case of a deposit,

    

a) dans le cas d’un dépôt :

(i) the name of the depositor in whose name the deposit is held,

 

    

  

(i) le nom du titulaire du dépôt,

(ii) the recorded address of the depositor,

    

(ii) son adresse enregistrée,

(iii) the outstanding amount of the deposit, and

    

(iii) le solde du dépôt,

(iv) the branch of the company at which the last transaction took place in respect of the deposit, and the date of that last transaction; and

 

    

  

(iv) le bureau de la société dans lequel la dernière opération concernant le dépôt a eu lieu et la date de celle-ci;

 

(b) in the case of an instrument,

    

b) dans le cas d’un effet :

(i) the name of the person to whom or at whose request the instrument was issued, certified or accepted,

    

(i) le nom de la personne à qui ou à la demande de qui l’effet a été émis, visé ou accepté,

(ii) the recorded address of that person,

 

    

  

(ii) son adresse enregistrée,

(iii) the name of the payee of the instrument,

    

(iii) le nom du bénéficiaire de l’effet,

(iv) the amount and date of the instrument,

    

(iv) le montant et la date de l’effet,

(v) the name of the place where the instrument was payable, and

    

(v) le nom du lieu où l’effet était à payer,

(vi) the branch of the company at which the instrument was issued, certified or accepted.

    

(vi) le bureau de la société où l’effet a été émis, visé ou accepté.

 

Current to February 11, 2020

   240    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Unclaimed Balances

  

Soldes non réclamés

Sections 424-425    Articles 424-425

 

Copies of signature cards and signing authorities

    

Cartes et délégations de signature

(2.1) A company shall, on written request by the Bank of Canada, provide the Bank of Canada with copies of signature cards and signing authorities relating to any deposit or instrument in respect of which it has made a payment under subsection (1). If it does not have any with respect to a deposit or instrument to which the request relates, it shall so inform the Bank of Canada.

 

    

  

(2.1) La société lui fournit, sur demande écrite de la Banque du Canada, des copies des cartes et délégations de signature afférentes pour chaque dépôt ou effet à l’égard duquel le versement a été fait. Si elle n’en possède pas pour un dépôt ou un effet relatif à la demande, elle en informe la Banque du Canada.

 

Payment to claimant

    

Paiement au réclamant

(3) Subject to section 22 of the Bank of Canada Act, where payment has been made to the Bank of Canada under subsection (1) in respect of any deposit or instrument, and if payment is demanded or the instrument is presented at the Bank of Canada by the person who, but for that section, would be entitled to receive payment of the deposit or instrument, the Bank of Canada is liable to pay, at its agency in the province in which the deposit or instrument was payable, an amount equal to the amount so paid to it together with interest, if interest was payable under the terms of the deposit or instrument,

 

    

  

(3) Sous réserve de l’article 22 de la Loi sur la Banque du Canada, quand elle a reçu un versement et si le dépôt lui est réclamé ou l’effet lui est présenté par la personne qui, abstraction faite de cet article, aurait droit au paiement correspondant, la Banque du Canada est tenue de lui payer, à son agence de la province dans laquelle le dépôt ou l’effet était payable, un montant égal à celui qui lui a été versé, avec les intérêts éventuellement payables, aux taux et selon le mode de calcul fixés par le ministre, pour la période — d’au plus dix ans — comprise entre le jour où elle a reçu le versement et la date du paiement.

(a) for a period not exceeding ten years from the day on which the payment was received by the Bank of Canada until the date of payment to the claimant; and

    

(b) at such rate and computed in such manner as the Minister determines.

    

 

Enforcing liability

    

Exécution de l’obligation

(4) The liability of the Bank of Canada under subsection (3) may be enforced by action against the Bank of Canada in the court in the province in which the deposit or instrument was payable.

 

    

  

(4) L’exécution de l’obligation imposée par le paragraphe (3) à la Banque du Canada peut être poursuivie par voie d’action intentée contre celle-ci devant un tribunal de la province dans laquelle le dépôt ou l’effet était payable.

 

Application of subsection (1)

    

Application du paragraphe (1)

(5) Subsection (1) applies only in respect of deposits made, and cheques, drafts and bills of exchange issued, certified or accepted after May 31, 1990.

 

    

  

(5) Le paragraphe (1) ne s’applique qu’aux dépôts faits, et aux chèques, traites et lettres de change émis, visés ou acceptés après le 31 mai 1990.

 

Application

    

Application

(6) This section shall not apply until the day that is eight years after the day on which this section comes into force.

    

(6) Le présent article ne s’applique qu’après huit ans suivant son entrée en vigueur.

1991, c. 45, s. 424; 1993, c. 34, s. 127; 2007, c. 6, s. 361.

 

    

  

1991, ch. 45, art. 424; 1993, ch. 34, art. 127; 2007, ch. 6, art. 361.

 

Notice of unpaid amount

    

Avis de non-paiement

425 (1) A company shall mail to each person, in so far as is known to the company,

 

(a) to whom a deposit referred to in paragraph 424(1)(a) is payable, or

 

    

 

  

425 (1) Dans la mesure où elle en a connaissance, la société expédie par la poste un avis de non-paiement, à leur adresse enregistrée, aux personnes soit auxquelles le dépôt est payable, soit pour lesquelles ou à la demande desquelles l’effet a été émis, visé ou accepté.

 

Current to February 11, 2020

   241    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Unclaimed Balances

  

Soldes non réclamés

Sections 425-425.1    Articles 425-425.1

 

(b) to whom or at whose request an instrument referred to in paragraph 424(1)(b) was issued, certified or accepted,

    

at the person’s recorded address, a notice stating that the deposit or instrument remains unpaid.

 

    

  

 

When notice to be given

    

Date d’exigibilité de l’avis

(2) A notice required by subsection (1) shall be given during the month of January next following the end of the first two year period, and also during the month of January next following the end of the first five year period,

    

(2) L’avis doit être donné au cours du mois de janvier qui suit la fin de la première période de deux ans, puis de cinq ans :

(a) in the case of a deposit made for a fixed period, after the fixed period has terminated;

 

    

  

a) postérieure à l’échéance, dans le cas d’un dépôt à terme fixe;

(b) in the case of any other deposit, in respect of which no transaction has taken place and no statement of account has been requested or acknowledged by the creditor; and

    

b) pendant laquelle il n’y a eu aucune opération ni demande ou accusé de réception d’un état de compte par le déposant, dans le cas des autres dépôts;

(b) in the case of any other deposit, in respect of which no transaction has taken place and no statement of account has been requested or acknowledged by the creditor; and

    

c) pendant laquelle l’effet est resté impayé, dans le cas d’un chèque, d’une traite ou d’une lettre de change.

(c) in the case of a cheque, draft or bill of exchange, in respect of which the instrument has remained unpaid.

    

 

When notice to be sent

    

Date d’exigibilité de l’avis

(3) The notice must be sent during the month of January next following the end of the first two-year period, during the month of January next following the end of the first five-year period and also during the month of January next following the end of the first nine-year period

 

    

  

(3) L’avis doit être envoyé au cours du mois de janvier qui suit la fin de la première période de deux ans, de cinq ans, puis de neuf ans :

(a) [Not in force]

    

a) [non en vigueur]

(b) in the case of any other deposit, in respect of which no transaction has taken place and no statement of account has been requested or acknowledged by the creditor; and

    

b) pendant laquelle il n’y a eu aucune opération ni demande ou accusé de réception d’un état de compte par le déposant, dans le cas des autres dépôts.

(c) [Not in force]

    

c) [non en vigueur]

1991, c. 45, s. 425; 2007, c. 6, s. 362.

    

1991, ch. 45, art. 425; 2007, ch. 6, art. 362.

 

Accounts      Comptes

Definitions

    

Définitions

425.1 The following definitions apply in this section and in sections 431 to 434, 444.1 and 444.3.

    

425.1 Les définitions qui suivent s’appliquent au présent article et aux articles 431 à 434, 444.1 et 444.3.

member company means a company that is a member institution as defined in section 2 of the Canada Deposit Insurance Corporation Act. (société membre)

 

    

  

compte de dépôt de détail Compte de dépôt personnel ouvert avec un dépôt inférieur à 150 000 $ ou au montant supérieur fixé par règlement. (retail deposit account)

personal deposit account means a deposit account in the name of one or more natural persons that is kept by that person or those persons for a purpose other than

    

compte de dépôt personnel Compte tenu au nom d’une ou de plusieurs personnes physiques à des fins non commerciales. (personal deposit account)

 

Current to February 11, 2020

   242    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Accounts

  

Comptes

Sections 425.1-429    Articles 425.1-429

 

that of carrying on business. (compte de dépôt personnel)

 

    

  

retail deposit account means a personal deposit account that is opened with a deposit of less than $150,000 or any greater amount that may be prescribed. (compte de dépôt de détail)

    

société membre Société qui est une institution membre au sens de l’article 2 de la Loi sur la Société d’assurance-dépôts du Canada. (member company)

2001, c. 9, s. 538.

    

2001, ch. 9, art. 538.

 

Account charges

    

Frais de tenue de compte

426 A company shall not, directly or indirectly, charge or receive any sum for the keeping of an account unless the charge is made by express agreement between the company and a customer or by order of a court.

    

426 Pour la tenue d’un compte au Canada, la société ne peut prélever ou recevoir, directement ou indirectement, que les frais fixés soit par entente expresse entre elle et le client, soit par ordonnance judiciaire.

Disclosure on opening account

 

    

  

Déclaration à l’ouverture d’un compte

427 (1) A company shall not, after the day that is six months after the coming into force of this Part, open or maintain an interest-bearing deposit account in Canada in the name of any natural person unless the company discloses, in accordance with the regulations, to the person who requests the company to open the account, the rate of interest applicable to the account and how the amount of interest to be paid is to be calculated.

    

427 (1) Après l’expiration d’un délai de six mois suivant l’entrée en vigueur de la présente partie, la société ne peut ouvrir et maintenir, au Canada, un compte de dépôt portant intérêt au nom d’une personne physique sans faire savoir à la personne qui a demandé l’ouverture du compte, et conformément aux règlements, le taux d’intérêt applicable de même que son mode de calcul.

 

Exception

    

Exception

(2) Subsection (1) does not apply in respect of an interest-bearing deposit account that is opened with a deposit in excess of $150,000 or any greater amount that may be prescribed.

 

    

  

(2) Le paragraphe (1) ne s’applique pas aux comptes qui sont ouverts avec un dépôt excédant 150 000 $ ou le montant supérieur fixé par règlement.

1991, c. 45, s. 427; 2001, c. 9, s. 539.

    

1991, ch. 45, art. 427; 2001, ch. 9, art. 539.

 

Disclosure in advertisements

    

Divulgation dans la publicité

428 No person shall authorize the publication, issue or appearance of any advertisement in Canada that indicates the rate of interest offered by a company on an interest-bearing deposit or a debt obligation unless the advertisement discloses, in accordance with the regulations, how the amount of interest is to be calculated.

 

    

  

428 Nul ne peut autoriser la publication, la diffusion ou la parution au Canada d’une annonce publicitaire indiquant le taux d’intérêt offert par une société sur les dépôts portant intérêt ou les titres de créance sans qu’y soit divulgué, en conformité avec les règlements, le mode de calcul des intérêts.

 

Disclosure regulations

  

Règlements — Divulgation

429 The Governor in Council may make regulations respecting

  

429 Le gouverneur en conseil peut prendre des règlements concernant :

(a) the time and place at which and the form and manner in which disclosure is to be made by a company of

  

a) les modalités — notamment de temps, lieu et forme — de la communication :

(i) interest rates applicable to debts of the company and deposits with the company, and

  

(i) du taux d’intérêt applicable aux dettes de la société, notamment les dépôts qu’elle reçoit,

(ii) the manner in which the amount of interest paid is to be calculated;

  

(ii) du mode de calcul du montant des intérêts payés;

 

 

 

 

 

Current to February 11, 2020

   243    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Accounts

  

Comptes

Sections 429-431    Articles 429-431

 

(b) the manner in which any charges for the keeping of an account are to be disclosed by a company to its customers and when the disclosure is to be made; and

    

b) la date et les modalités d’information des clients par la société au sujet des frais de tenue de leur compte;

(c) such other matters or things as may be necessary to carry out the requirements of sections 426 to 428.

 

    

  

c) toute autre mesure d’application des articles 426 à 428.

1991, c. 45, s. 429; 2012, c. 5, s. 168.

    

1991, ch. 45, art. 429; 2012, ch. 5, art. 168.

430 [Repealed, 2001, c. 9, s. 540]

    

430 [Abrogé, 2001, ch. 9, art. 540]

 

Disclosure required on opening a deposit account

    

Déclaration à l’ouverture d’un compte de dépôt

431 (1) Subject to subsections (2) to (4), a company shall not open a deposit account in the name of a customer unless, at or before the time the account is opened, the company provides in writing to the individual who requests the opening of the account

    

431 (1) Sous réserve des paragraphes (2) à (4), la société ne peut ouvrir un compte de dépôt au nom d’un client sauf si, avant l’ouverture du compte ou lors de celle-ci, elle fournit par écrit à la personne qui en demande l’ouverture :

(a) a copy of the account agreement with the company;

    

a) une copie de l’entente relative au compte;

(b) information about all charges applicable to the account;

    

b) les renseignements sur tous les frais liés au compte;

(c) information about how the customer will be notified of any increase in those charges and of any new charges applicable to the account;

    

c) les renseignements sur la notification de l’augmentation des frais ou de l’introduction de nouveaux frais;

(d) information about the company’s procedures relating to complaints about the application of any charge applicable to the account; and

 

    

  

d) les renseignements sur la procédure d’examen des réclamations relatives au traitement des frais à payer pour le compte;

(e) such other information as may be prescribed.

    

e) tous autres renseignements prévus par règlement.

 

Exception

    

Exception

(2) If a deposit account is not a personal deposit account and the amount of a charge applicable to the account cannot be established at or before the time the account is opened, the company shall, as soon as is practicable after the amount is established, provide the customer in whose name the account is kept with a notice in writing of the amount of the charge.

    

(2) Si le montant des frais liés à un compte de dépôt, autre qu’un compte de dépôt personnel, ne peut être déterminé avant son ouverture ou lors de celle-ci, la société avise par écrit le titulaire du compte dès que possible après que ce montant a été déterminé.

Exception

    

Exception

(3) If a company has a deposit account in the name of a customer and the customer by telephone requests the opening of another deposit account in the name of the customer and the company has not complied with subsection (1) in respect of the opening of that other account, the company shall not open the account unless it provides the customer orally with any information prescribed at or before the time the account is opened.

 

    

  

(3) Dans le cas où le client ayant déjà un compte de dépôt à la société à son nom demande par téléphone l’ouverture d’un autre compte de dépôt à son nom, la société ne peut, si elle ne se conforme pas au paragraphe (1) pour cet autre compte, l’ouvrir sans fournir au client verbalement, avant son ouverture ou lors de celle-ci, les renseignements prévus par règlement.

Disclosure in writing

    

Communication écrite

(4) If a company opens an account under subsection (3), it shall, not later than seven business days after the

    

(4) Dans les sept jours ouvrables suivant l’ouverture d’un compte au titre du paragraphe (3), la société fournit par

 

Current to February 11, 2020

   244    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Accounts

  

Comptes

Sections 431-434    Articles 431-434

 

account is opened, provide to the customer in writing the agreement and information referred to in subsection (1).

 

    

  

écrit au client l’entente et les renseignements visés au paragraphe (1).

 

Right to close account

    

Droit de fermer le compte

(5) A customer may, within 14 business days after a deposit account is opened under subsection (3), close the account without charge and in such case is entitled to a refund of any charges related to the operation of the account, other than interest charges, incurred while the account was open.

    

(5) Le client peut fermer sans frais le compte ouvert au titre du paragraphe (3) dans les quatorze jours ouvrables suivant l’ouverture et peut être remboursé des frais relatifs au fonctionnement du compte — autres que ceux relatifs aux intérêts — entraînés pendant que le compte était ouvert.

Regulations

    

Règlements

(6) For the purposes of subsection (4), the Governor in Council may make regulations prescribing circumstances in which, and the time when, the agreement and information will be deemed to have been provided to the customer.

 

    

  

(6) Pour l’application du paragraphe (4), le gouverneur en conseil peut prendre des règlements prévoyant dans quels cas l’entente et les renseignements sont réputés avoir été fournis au client et quand ils sont réputés l’avoir été.

1991, c. 45, s. 431; 1997, c. 15, s. 378; 2001, c. 9, s. 541.

    

1991, ch. 45, art. 431; 1997, ch. 15, art. 378; 2001, ch. 9, art. 541.

 

Disclosure of charges

    

Communication des frais

432 A company shall disclose to its customers and to the public, at the prescribed time and place and in the prescribed form and manner, the charges applicable to deposit accounts with the company and the usual amount, if any, charged by the company for services normally provided by the company to its customers and to the public.

 

    

  

432 La société est tenue de communiquer à ses clients et au public, selon les modalités — notamment de temps, lieu et forme — réglementaires, les frais liés aux comptes de dépôt et, le cas échéant, les frais habituels liés aux services qu’elle leur offre normalement.

1991, c. 45, s. 432; 2012, c. 5, s. 169.

    

1991, ch. 45, art. 432; 2012, ch. 5, art. 169.

 

No increase or new charges without disclosure

    

Augmentations interdites

433 (1) A company shall not increase any charge applicable to a personal deposit account with the company or introduce any new charge applicable to a personal deposit account with the company unless the company discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

 

    

  

433 (1) La société ne peut augmenter les frais liés aux comptes de dépôt personnels ou en introduire de nouveaux que si elle les communique, selon les modalités — notamment de temps, lieu et forme — réglementaires, à chaque titulaire d’un tel compte.

 

Mandatory disclosure

    

Communication des frais

(2) With respect to prescribed services in relation to deposit accounts, other than personal deposit accounts, a company shall not increase any charge for any such service in relation to a deposit account with the company or introduce any new charge for any such service in relation to a deposit account with the company unless the company discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

 

    

  

(2) La société ne peut augmenter les frais pour les services — fixés par règlement — liés aux autres comptes de dépôt ou en introduire de nouveaux que si elle les communique, selon les modalités — notamment de temps, lieu et forme — réglementaires, à chaque titulaire d’un tel compte.

1991, c. 45, s. 433; 2012, c. 5, s. 169.

    

1991, ch. 45, art. 433; 2012, ch. 5, art. 169.

 

Application

 

    

  

Application

434 Sections 431 to 433 apply only in respect of charges applicable to deposit accounts with the company in Canada and services provided by the company in Canada.

    

434 Les articles 431 à 433 ne s’appliquent qu’aux frais afférents aux comptes de dépôt auprès d’une société au Canada et aux services fournis par celle-ci au Canada.

1991, c. 45, s. 434; 2001, c. 9, s. 542.

    

1991, ch. 45, art. 434; 2001, ch. 9, art. 542.

 

Current to February 11, 2020

   245    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Registered Products

  

Registered Products

Sections 434.1-435    Articles 434.1-435

 

Registered Products      Produits enregistrés

Disclosure required concerning registered products

    

Déclaration concernant un produit enregistré

434.1 (1) Subject to subsection (2), a company shall not open an account that is or forms part of a registered product in the name of a customer, or enter into an agreement with a customer for a prescribed product or service that is or forms part of a registered product, unless the company provides, in the prescribed manner, to the individual requesting the account or the prescribed product or service

 

    

  

434.1 (1) Sous réserve du paragraphe (2), la société ne peut ouvrir un compte qui est un produit enregistré au nom d’un client ou en fait partie, ou conclure avec un client une entente relative à un produit ou service réglementaires qui est un produit enregistré ou en fait partie, sauf si elle fournit selon les modalités réglementaires au particulier qui demande l’ouverture du compte ou le produit ou service :

(a) information about all charges applicable to the registered product;

    

a) les renseignements sur tous les frais liés au produit enregistré;

(b) information about how the customer will be notified of any increase in those charges and of any new charges applicable to the registered product;

    

b) les renseignements sur la notification de l’augmentation de ces frais ou de l’introduction de nouveaux frais;

(c) information about the company’s procedures relating to complaints about the application of any charge applicable to the registered product; and

    

c) les renseignements sur la procédure d’examen des réclamations relatives au traitement des frais à payer pour le produit enregistré;

(d) any other information that may be prescribed.

    

d) tout autre renseignement prévu par règlement.

 

Regulations

    

Règlements

(2) The Governor in Council may make regulations specifying the circumstances under which a company need not provide the information.

 

    

  

(2) Le gouverneur en conseil peut prendre des règlements précisant les circonstances où la société n’est pas tenue de fournir les renseignements.

2007, c. 6, s. 363.

    

2007, ch. 6, art. 363.

 

 

Definition of registered product    

    

Définition de produit enregistré

(3) In this section, registered product means a product that is defined to be a registered product by the regulations.

 

    

  

(3) Dans le présent article, produit enregistré s’entend au sens des règlements.

 

Borrowing Costs  

    

   Coût d’emprunt

Definition of cost of borrowing

    

Définition de coût d’emprunt

435 For the purposes of this section and sections 435.1 to 442, cost of borrowing means, in respect of a loan made by a company,

    

435 Pour l’application du présent article et des articles 435.1 à 442, coût d’emprunt s’entend, à l’égard d’un prêt consenti par la société :

(a) the interest or discount applicable to the loan;

    

a) des intérêts ou de l’escompte applicables;

(b) any amount charged in connection with the loan that is payable by the borrower to the company; and

    

b) des frais payables par l’emprunteur à la société;

(c) any charge prescribed to be included in the cost of borrowing.

    

c) des frais qui en font partie selon les règlements.

For those purposes, however, cost of borrowing does not include any charge prescribed to be excluded from the cost of borrowing.

    

Sont toutefois exclus du coût d’emprunt les frais qui en sont exclus selon les règlements.

1991, c. 45, s. 435; 1997, c. 15, s. 379; 2001, c. 9, s. 543.

    

1991, ch. 45, art. 435; 1997, ch. 15, art. 379; 2001, ch. 9, art.

 

Current to February 11, 2020

   246    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Borrowing Costs

  

Coût d’emprunt

Sections 435.1-438

  

Articles 435.1-438

 

Rebate of borrowing costs

    

Diminution d’une partie du coût d’emprunt

435.1 (1) Where a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is not secured by a mortgage on real property and is required to be repaid either on a fixed future date or by instalments, the company shall, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

    

435.1 (1) La société qui consent un prêt à l’égard duquel l’article 436 s’applique, qui n’est pas garanti par une hypothèque immobilière et qui est remboursable à une date fixe ou en plusieurs versements doit, si le prêt est remboursé avant échéance, consentir une remise d’une partie des frais compris dans le coût d’emprunt.

1997, c. 15, s. 379.

    

1997, ch. 15, art. 379.

Exception

    

Exception

(2) The charges to be rebated do not include the interest or discount applicable to the loan.

    

(2) Ne sont pas compris parmi les frais qui doivent faire l’objet d’une remise les intérêts et l’escompte applicables au prêt.

Regulations

 

    

  

Règlements

(3) The Governor in Council may make regulations governing the rebate of charges under subsection (1). The rebate shall be made in accordance with those regulations.

    

(3) Le gouverneur en conseil peut, par règlement, régir les remises prévues au paragraphe (1). Le cas échéant, les remises doivent être consenties conformément aux règlements.

1997, c. 15, s. 379.

    

1997, ch. 15, art. 379.

 

Disclosing borrowing costs

    

Communication du coût d’emprunt

436 (1) A company shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 437, and other prescribed information have been disclosed by the company to the borrower at the prescribed time and place and in the prescribed form and manner.

 

    

  

436 (1) La société ne peut accorder à une personne physique de prêt remboursable au Canada sans lui communiquer, selon les modalités — notamment de temps, lieu et forme — réglementaires, le coût d’emprunt, calculé et exprimé en conformité avec l’article 437, et sans lui communiquer les autres renseignements prévus par règlement.

Non-application

    

Exceptions

(2) Subsection (1) does not apply in respect of a loan that is of a prescribed class of loans.

    

(2) Le paragraphe (1) ne s’applique pas aux catégories de prêts prévues par règlement.

1991, c. 45, s. 436; 1997, c. 15, s. 379; 2012, c. 5, s. 170.

    

1991, ch. 45, art. 436; 1997, ch. 15, art. 379; 2012, ch. 5, art. 170.

 

Calculating borrowing costs

 

    

 

Calcul du coût d’emprunt

437 The cost of borrowing shall be calculated, in the prescribed manner, on the basis that all obligations of the borrower are duly fulfilled and shall be expressed as a rate per annum and, in prescribed circumstances, as an amount in dollars and cents.

   

437 Le coût d’emprunt est calculé de la manière réglementaire, comme si l’emprunteur respectait scrupuleusement tous ses engagements, et exprimé sous forme d’un taux annuel avec indication, dans les circonstances prévues par règlement, d’un montanAutres renseignements à déclarer t en dollars et en cents.

Additional disclosure

   

Autres renseignements à déclarer

438 (1) Where a company makes a loan in respect of which the disclosure requirements of section 436 are applicable and the loan is required to be repaid either on a fixed future date or by instalments, the company shall disclose to the borrower, in accordance with the regulations,

   

438 (1) La société qui consent à une personne physique un prêt visé à l’article 436 remboursable à date fixe ou en plusieurs versements doit lui faire savoir, conformément aux règlements :

 

a) si elle peut rembourser le prêt avant échéance et, le cas échéant :

 

Current to February 11, 2020

   247    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Borrowing Costs

  

Coût d’emprunt

Section 438

  

Article 438

 

(a) whether the borrower has the right to repay the amount borrowed before the maturity of the loan and, if applicable,

 

    

  

(i) any terms and conditions relating to that right, including the particulars of the circumstances in which the borrower may exercise that right, and

    

(i) les conditions d’exercice de ce droit, y compris des précisions sur les cas où peut se faire cet exercice,

(ii) whether, in the event that the borrower exercises the right, any portion of the cost of borrowing is to be rebated, the manner in which any such rebate is to be calculated or, if a charge or penalty will be imposed on the borrower, the manner in which the charge or penalty is to be calculated;

    

(ii) dans le cas d’un remboursement anticipé, la partie du coût d’emprunt qui peut être remise et le mode de calcul applicable, ou les frais ou la pénalité éventuellement imposés et le mode de calcul applicable;

(b) in the event that an amount borrowed is not repaid at maturity or, if applicable, an instalment is not paid on the day the instalment is due to be paid, particulars of the charges or penalties to be paid by the borrower because of the failure to repay or pay in accordance with the contract governing the loan;

    

b) les renseignements sur les frais ou pénalités imposés lorsque le prêt n’est pas remboursé à l’échéance ou un versement n’est pas fait à la date fixée;

(c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

    

c) selon les modalités — notamment de temps, lieu et forme — réglementaires, les changements — dont la nature est prévue par règlement — apportés au coût d’emprunt ou à l’accord relatif au prêt;

(d) particulars of any other rights and obligations of the borrower; and

    

d) des précisions sur tous autres droits ou obligations de l’emprunteur;

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

    

e) selon les modalités — notamment de temps, lieu et forme — réglementaires, les autres renseignements prévus par règlement.

 

Disclosure in credit card applications

    

Communication dans les demandes de carte de crédit

(1.1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

    

(1.1) La société fournit, conformément aux règlements et selon les modalités — notamment de temps, lieu et forme — réglementaires, les renseignements réglementaires dans les formulaires de demande et autres documents relatifs à l’émission de cartes de paiement, de crédit ou de débit et les renseignements réglementaires à toute personne qui lui demande une carte de paiement, de crédit ou de débit.

Disclosure re credit cards

 

    

  

Communication concernant les cartes de crédit

(2) Where a company issues or has issued a credit, payment or charge card to a natural person, the company shall, in addition to disclosing the costs of borrowing in respect of any loan obtained through the use of the card, disclose to the person, in accordance with the regulations,

    

(2) La société qui délivre ou a délivré une carte de paiement, de crédit ou de débit à une personne physique doit lui communiquer, outre le coût d’emprunt en ce qui concerne tout emprunt obtenu par elle au moyen de cette carte, l’information suivante, conformément aux règlements :

(a) any charges or penalties described in paragraph (1)(b);

    

a) les frais et pénalités visés à l’alinéa (1)b);

(b) particulars of the person’s rights and obligations;

    

b) les droits et obligations de l’emprunteur;

 

Current to February 11, 2020

   248    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Borrowing Costs

  

Coût d’emprunt

Sections 438-439

  

Articles 438-439

 

(c) any charges for which the person becomes responsible by accepting or using the card;

 

    

  

c) les frais qui lui incombent pour l’acceptation ou l’utilisation de la carte;

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

    

d) selon les modalités — notamment de temps, lieu et forme — réglementaires, les changements — dont la nature est prévue par règlement — apportés au coût d’emprunt ou à l’accord relatif au prêt;

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

    

e) selon les modalités — notamment de temps, lieu et forme — réglementaires, les autres renseignements prévus par règlement.

 

Additional disclosure re other loans

    

Autres formes de prêts

(3) Where a company enters into or has entered into an arrangement, including a line of credit, for the making of a loan in respect of which the disclosure requirements of section 436 apply and the loan is not a loan in respect of which subsection (1) or (2) applies, the company shall, in addition to disclosing the costs of borrowing, disclose to the person to whom the loan is made, in accordance with the regulations,

 

    

  

(3) La société qui conclut ou a conclu un arrangement, y compris l’ouverture d’une ligne de crédit, pour l’octroi d’un prêt à l’égard duquel l’article 436, mais non les paragraphes (1) et (2) du présent article, s’applique, doit communiquer à l’emprunteur, outre le coût d’emprunt, l’information suivante, conformément aux règlements :

(a) any charges or penalties described in paragraph (1)(b);

    

a) les frais ou pénalités visés à l’alinéa (1)b);

(b) particulars of the person’s rights and obligations;

    

b) les droits et obligations de l’emprunteur;

(c) any charges for which the person is responsible under the arrangement;

    

c) les frais qui incombent à l’emprunteur;

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

    

d) selon les modalités — notamment de temps, lieu et forme — réglementaires, les changements — dont la nature est prévue par règlement — apportés au coût d’emprunt;

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

    

e) selon les modalités — notamment de temps, lieu et forme — réglementaires, les autres renseignements prévus par règlement.

1991, c. 45, s. 438; 1997, c. 15, s. 380; 2012, c. 5, s. 171.

    

1991, ch. 45, art. 438; 1997, ch. 15, art. 380; 2012, ch. 5, art. 171.

 

Renewal statement

    

Renseignements concernant le renouvellement

438.1 If a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is secured by a mortgage on real property, the company shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

 

    

  

438.1 La société doit, dans les cas où elle consent un prêt à l’égard duquel l’article 436 s’applique et qui est garanti par une hypothèque immobilière, communiquer à l’emprunteur, selon les modalités — notamment de temps, lieu et forme — réglementaires, les renseignements réglementaires concernant le renouvellement du prêt.

1997, c. 15, s. 381; 2012, c. 5, s. 172.

    

1997, ch. 15, art. 381; 2012, ch. 5, art. 172.

Disclosure in advertising

    

Communication dans la publicité

439 No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 438(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a company, and purporting to disclose

    

439 Nul ne peut autoriser la publication, la diffusion ou la parution au Canada d’une annonce publicitaire concernant les arrangements visés au paragraphe 438(3), les prêts ou les cartes de paiement, de crédit ou de débit offerts par la société aux personnes physiques et censée

 

Current to February 11, 2020

   249    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Borrowing Costs

  

Coût d’emprunt

Sections 439-440

  

Articles 439-440

 

prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

 

    

  

donner des renseignements réglementaires sur le coût d’emprunt ou sur d’autres sujets si cette annonce ne donne pas les renseignements prévus par règlement selon les modalités — notamment de temps, lieu et forme — réglementaires.

1991, c. 45, s. 439; 1997, c. 15, s. 381; 2012, c. 5, s. 172.

    

1991, ch. 45, art. 439; 1997, ch. 15, art. 381; 2012, ch. 5, art. 172.

 

Regulations re borrowing costs

    

Règlements relatifs au coût d’emprunt

440 The Governor in Council may make regulations          

440 Le gouverneur en conseil peut, par règlement :

(a) respecting the time and place at which, and the form and manner in which, a company is to disclose to a borrower

    

a) régir les modalités — notamment de temps, lieu et forme — applicables à la communication que doit faire une société à l’emprunteur :

(i) the cost of borrowing,

    

(i) du coût d’emprunt,

(ii) any rebate of the cost of borrowing, and

    

(ii) de toute remise éventuelle sur celui-ci,

(iii) any other information relating to a loan, arrangement, credit card, payment card or charge card referred to in section 438;

    

(iii) de tout autre renseignement relatif aux prêts, arrangements ou cartes de paiement, de crédit ou de débit visés à l’article 438;

(b) respecting the contents of any statement disclosing the cost of borrowing and other information required to be disclosed by a company to a borrower;

    

b) régir la teneur de toute déclaration destinée à communiquer le coût d’emprunt et les autres renseignements que la société est tenue de communiquer;

(c) respecting the manner of calculating the cost of borrowing;

    

c) régir le mode de calcul du coût d’emprunt;

(d) respecting the circumstances under which the cost of borrowing is to be expressed as an amount in dollars and cents;

    

d) prévoir les cas où le coût d’emprunt doit être exprimé sous forme d’un montant en dollars et en cents;

(e) specifying any class of loans that are not to be subject to section 435.1, subsection 436(1) or 438(1) or (3) or section 438.1 or 439 or the regulations or any specified provisions of the regulations;

    

e) prévoir les catégories de prêts soustraites à l’application de l’article 435.1, des paragraphes 436(1) ou 438(1) ou (3), des articles 438.1 ou 439 ou de tout ou partie des règlements;

(f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 435.1 to 439 are to be disclosed;

    

f) régir les modalités — notamment de temps, lieu et forme — applicables à la communication des droits, obligations, frais ou pénalités visés aux articles 435.1 à 439;

(g) prohibiting the imposition of any charge or penalty referred to in section 438 or providing that the charge or penalty, if imposed, will not exceed a prescribed amount;

    

g) interdire les frais ou pénalités visés à l’article 438 ou en fixer le plafond;

(h) respecting the nature or amount of any charge or penalty referred to in paragraph 438(1)(b), (2)(a) or (3)(a) and the costs of the company that may be included or excluded in the determination of the charge or penalty;

    

h) régir la nature ou le montant des frais ou pénalités visés aux alinéas 438(1)b), (2)a) ou (3)a) et du coût supporté par la société qui peuvent être inclus ou exclus du calcul des frais ou pénalités;

(i) respecting the method of calculating the amount of rebate of the cost of borrowing, or the portion of the

    

i) régir le mode de calcul de la remise mentionnée au sous-alinéa 438(1)a)(ii);

    

j) régir les annonces que font les sociétés concernant les arrangements visés au paragraphe 438(3), les prêts ou les cartes de paiement, de crédit ou de débit;

 

Current to February 11, 2020

   250    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Borrowing Costs

  

Coût d’emprunt

Sections 440-441

  

Articles 440-441

 

cost of borrowing referred to in subparagraph 438(1)(a)(ii);

     

(j) respecting advertisements made by a company regarding arrangements referred to in subsection 438(3), loans, credit cards, payment cards or charge cards;

     

(k) respecting the renewal of loans; and

     

k) régir le renouvellement des prêts;

(l) respecting such other matters or things as are necessary to carry out the purposes of sections 435.1 to 439.

     

l) prévoir toute autre mesure d’application des articles 435.1 à 439.

1991, c. 45, s. 440; 1997, c. 15, s. 381; 2012, c. 5, s. 173.

     

1991, ch. 45, art. 440; 1997, ch. 15, art. 381; 2012, ch. 5, art. 173.

Complaints       Réclamations

Procedures for dealing with complaints

     

Procédure d’examen des réclamations

441 (1) A company shall           

441 (1) La société est tenue :

(a) establish procedures for dealing with complaints made by persons having requested or received products or services in Canada from the company;

     

a) d’établir une procédure d’examen des réclamations de personnes qui lui ont demandé ou qui ont obtenu d’elle des produits ou services au Canada;

(b) designate an officer or employee of the company to be responsible for implementing those procedures; and

     

b) de désigner un préposé — dirigeant ou autre agent — à la mise en œuvre de la procédure;

(c) designate one or more officers or employees of the company to receive and deal with those complaints.

     

c) de désigner un ou plusieurs autres préposés — dirigeant ou autre agent — aux réclamations.

Procedures to be filed with Commissioner

     

Dépôt

(2) A company shall file with the Commissioner a copy of its procedures established under paragraph (1)(a).

     

(2) La société dépose auprès du commissaire un double de la procédure.

How procedures to be made available

     

Mise à la disposition du public de la procédure

(3) A company shall make its procedures established under paragraph (1)(a) available

  

    

  

(3) La société met à la disposition du public la procédure à la fois :

(a) in the form of a brochure, at its branches where products or services are offered in Canada;

     

a) dans ses bureaux où sont offerts des produits ou services au Canada, sous forme de brochure;

(b) on its websites through which products or services are offered in Canada; and

     

b) sur ceux de ses sites Web où sont offerts des produits ou services au Canada;

(c) in written format to be sent to any person who requests them.

     

c) dans un document écrit à envoyer à quiconque lui en fait la demande.

 

Information on contacting Agency

    

Renseignements

(4) A company shall also make prescribed information on how to contact the Agency available whenever it makes its procedures established under paragraph (1)(a) available under subsection (3).

 

    

  

(4) La société doit accompagner la procédure qu’elle met à la disposition du public des renseignements — fixés par règlement — sur la façon de communiquer avec l’Agence.

1991, c. 45, s. 441; 1997, c. 15, s. 382; 2001, c. 9, s. 545; 2007, c. 6, s. 364.

    

1991, ch. 45, art. 441; 1997, ch. 15, art. 382; 2001, ch. 9, art. 545; 2007, ch. 6, art. 364.

 

Current to February 11, 2020

   251    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

General Business

  

Activités générales

Complaints

  

Réclamations

Sections 441.1-442.1

  

Articles 441.1-442.1

 

Obligation to be member of complaints body

 

    

  

Obligation d’adhésion

441.1 In any province, if there is no law of the province that makes a company subject to the jurisdiction of an organization that deals with complaints made by persons having requested or received products or services in the province from a company, the company shall be a member of an organization that is not controlled by it and that deals with those complaints that have not been resolved to the satisfaction of the persons under procedures established by companies under paragraph 441(1)(a).

    

441.1 Si, dans une province, aucune règle de droit de cette province n’assujettit une société à l’autorité d’une organisation qui examine les réclamations de personnes qui ont demandé ou obtenu des produits ou services de sociétés dans cette province, elle est tenue de devenir membre d’une organisation qu’elle ne contrôle pas et qui examine de telles réclamations lorsque les personnes sont insatisfaites des conclusions de la procédure d’examen établie en application de l’alinéa 441(1)a).

2001, c. 9, s. 546.

    

2001, ch. 9, art. 546.

 

Information on contacting Agency

    

Renseignements

442 (1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about a deposit account, an arrangement referred to in subsection 438(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or about any other obligation of the company under a consumer provision.

 

    

  

442 (1) La société est tenue de remettre, conformément aux règlements et selon les modalités — notamment de temps, lieu et forme — réglementaires, aux personnes qui lui demandent des produits ou services ou à qui elle en fournit, les renseignements — fixés par règlement — sur la façon de communiquer avec l’Agence lorsqu’elles présentent des réclamations portant sur les comptes de dépôt, les arrangements visés au paragraphe 438(3), les cartes de crédit, de débit ou de paiement, la communication ou le mode de calcul du coût d’emprunt à l’égard d’un prêt ou sur les autres obligations de la société découlant d’une disposition visant les consommateurs.

 

Report

 

    

  

Rapport

(2) The Commissioner shall prepare a report, to be included in the report referred to in section 34 of the Financial Consumer Agency of Canada Act, respecting

    

(2) Le commissaire prépare un rapport, à inclure dans celui qui est prévu à l’article 34 de la Loi sur l’Agence de la consommation en matière financière du Canada, concernant :

(a) procedures for dealing with complaints established by companies pursuant to paragraph 441(1)(a); and

    

a) les procédures d’examen des réclamations établies par les sociétés en application de l’alinéa 441(1)a);

(b) the number and nature of complaints that have been brought to the attention of the Agency by persons who have requested or received a product or service from a company.

    

b) le nombre et la nature des réclamations qui ont été présentées à l’Agence par des personnes qui ont soit demandé des produits ou services à une société, soit obtenu des produits ou services d’une société.

1991, c. 45, s. 442; 1997, c. 15, s. 383; 2001, c. 9, s. 547; 2012, c. 5, s. 174.

    

1991, ch. 45, art. 442; 1997, ch. 15, art. 383; 2001, ch. 9, art. 547; 2012, ch. 5, art. 174.

 

Miscellaneous

    

Divers

Charges for prescribed products or services

    

Frais : fourniture de produits et services

442.1 A company shall not, directly or indirectly, charge or receive any sum for the provision of any prescribed products or services unless the charge is made by express agreement between it and a customer or by order of a court.

 

    

  

442.1 La société ne peut prélever ou recevoir, directement ou indirectement, pour la fourniture des produits et services prévus par règlement que les frais fixés soit par entente expresse entre elle et le client, soit par ordonnance judiciaire.

2007, c. 6, s. 365.

    

2007, ch. 6, art. 365.

 

Current to February 11, 2020

   252    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Section 443

  

Article 443

 

Prepayment protected

    

Remboursement anticipé de prêts

443 (1) A company shall not make a loan to a natural person that is repayable in Canada, the terms of which prohibit prepayment of the money advanced or any instalment thereon before its due date.

    

443 (1) Il est interdit à la société de consentir aux personnes physiques des prêts remboursables au Canada qui seraient assortis de l’interdiction de faire quelque versement que ce soit, régulièrement ou non, avant la date d’échéance.

Minimum balance

    

Solde minimum

(2) Except by express agreement between the company and the borrower, the making in Canada of a loan or advance by a company to a borrower shall not be subject to a condition that the borrower maintain a minimum credit balance with the company.

    

(2) Sauf entente expresse entre la société et l’emprunteur, la société ne peut subordonner l’octroi, au Canada, d’un prêt ou d’une avance au maintien par l’emprunteur d’un solde créditeur minimum à la société.

Non-application of subsection (1)

    

Non-application du paragraphe (1)

(3) Subsection (1) does not apply in respect of a loan          

(3) Le paragraphe (1) ne s’applique pas aux prêts :

(a) that is secured by a mortgage on real property; or

    

a) garantis par une hypothèque immobilière;

(b) that is made for business purposes and the principal amount of which is more than $100,000 or such other amount as may be prescribed.

    

b) consentis à des fins commerciales et dont le capital excède cent mille dollars ou tout autre montant fixé par règlement.

 

Government cheques

 

    

  

Absence de frais sur les chèques du gouvernement

(4) A company shall not make a charge     

(4) La société ne peut réclamer de frais :

(a) for cashing a cheque or other instrument drawn on the Receiver General or on the Receiver General’s account in the Bank of Canada, in a company or in any other deposit-taking Canadian financial institution incorporated by or under an Act of Parliament;

    

a) pour l’encaissement d’un chèque ou autre effet tiré sur le receveur général ou sur son compte à la Banque du Canada, à une société ou à toute autre institution financière canadienne acceptant des dépôts constituée en personne morale sous le régime d’une loi fédérale;

(b) for cashing any other instrument issued as authority for the payment of money out of the Consolidated Revenue Fund; or

    

b) pour l’encaissement de tout autre effet émis à titre d’autorisation de paiement de fonds sur le Trésor public;

(c) in respect of any cheque or other instrument that is

    

c) pour les chèques ou autres effets tirés en faveur du receveur général, du gouvernement du Canada ou de l’un de ses ministères, ou d’un fonctionnaire en sa qualité officielle, et présentés pour dépôt au crédit du receveur général.

 

(i) drawn in favour of the Receiver General, the Government of Canada or any department thereof or any public officer acting in the capacity of a public officer, and

 

(ii) tendered for deposit to the credit of the Receiver General.

    

 

Deposits of Government of Canada

    

Dépôts du gouvernement du Canada

(5) Nothing in subsection (4) precludes any arrangement between the Government of Canada and a company concerning

 

    

  

(5) Le paragraphe (4) n’interdit pas les arrangements entre le gouvernement du Canada et la société concernant :

(a) compensation for services performed by the company for the Government of Canada; or

    

a) la rémunération à verser pour services fournis par celle-ci à celui-là;

 

Current to February 11, 2020

   253    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Sections 443-444

  

Articles 443-444

 

(b) interest to be paid on any or all deposits of the Government of Canada with the company.

    

b) les intérêts à payer sur tout ou partie des dépôts du gouvernement du Canada auprès de la société.

1991, c. 45, s. 443; 1997, c. 15, s. 384.

 

    

  

1991, ch. 45, art. 443; 1997, ch. 15, art. 384.

 

Regulations respecting the holding of funds

 

    

  

Règlements : retenue des fonds

443.1 The Governor in Council may make regulations respecting the maximum period during which a company may hold funds in respect of specified classes of cheques or other instruments that are deposited into an account at a branch or prescribed point of service in Canada before permitting the customer in whose name the account is kept to access the funds.

    

443.1 Le gouverneur en conseil peut prendre des règlements concernant la période maximale pendant laquelle la société peut, avant de permettre au titulaire du compte d’y avoir accès, retenir les fonds à l’égard des chèques ou autres effets qui appartiennent à des catégories qu’il précise et qui sont déposés à tout bureau ou point de service réglementaire au Canada.

2007, c. 6, s. 366.

    

2007, ch. 6, art. 366.

Regulations — activities

    

Règlements : portée des activités de la société

443.2 The Governor in Council may make regulations respecting any matters involving a company’s dealings, or its employees’ or representatives’ dealings, with customers or the public, including

    

443.2 Le gouverneur en conseil peut, par règlement, régir toute question relative aux relations d’une société ou à celles de ses employés ou représentants avec les clients ou le public, notamment :

(a) what a company may or may not do in carrying out any of the activities in which it is permitted to engage, or in providing any of the services that it may provide, under section 409 and any ancillary, related or incidental activities or services; and

    

a) prévoir ce que la société peut ou ne peut pas faire dans le cadre de l’exercice des activités visées à l’article 409 ou de la prestation des services visés à cet article et des activités et services accessoires, liés ou connexes;

(b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

    

b) fixer les modalités — notamment de temps, lieu et forme — d’exercice de ces activités ou de prestation de ces services.

2009, c. 2, s. 291; 2012, c. 5, s. 175.

    

2009, ch. 2, art. 291; 2012, ch. 5, art. 175.

 

Regulations re customer information

    

Règlements

444 The Governor in Council may make regulations          

444 Le gouverneur en conseil peut, par règlement :

(a) requiring a company to establish procedures regarding the collection, retention, use and disclosure of any information about its customers or any class of customers;

    

a) obliger les sociétés à établir des règles concernant la collecte, la conservation, l’usage et la communication des renseignements sur leurs clients ou catégories de clients;

(b) requiring a company to establish procedures for dealing with complaints made by a customer about the collection, retention, use or disclosure of information about the customer;

    

b) obliger les sociétés à établir des règles sur la façon de traiter les plaintes d’un client quant à la collecte, la conservation, l’usage et la communication des renseignements le concernant;

(c) respecting the disclosure by a company of information relating to the procedures referred to in paragraphs (a) and (b);

    

c) régir la communication par les sociétés des renseignements sur les règles mentionnées aux alinéas a) et b);

(d) requiring a company to designate the officers and employees of the company who are responsible for

    

d) obliger les sociétés à désigner au sein de son personnel les responsables de la mise en œuvre des règles mentionnées à l’alinéa b), ainsi que de la réception et du traitement des plaintes mentionnées à cet alinéa;

 

e) obliger les sociétés à faire rapport des plaintes visées à l’alinéa b) et des mesures prises à leur égard;

(i) implementing the procedures referred to in paragraph (b), and

 

(ii) receiving and dealing with complaints made by a customer of the company about the collection,

 

 

Current to February 11, 2020

   254    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Sections 444-444.1

  

Articles 444-444.1

 

retention, use or disclosure of information about the customer;

(e) requiring a company to report information relating to

(i) complaints made by customers of the company about the collection, retention, use or disclosure of information, and

(ii) the actions taken by the company to deal with the complaints; and

                

 

 

(f) defining “information”, “collection” and “retention” for the purposes of paragraphs (a) to (e) and the regulations made under those paragraphs.

 

    

  

f) définir, pour l’application des alinéas a) à e) et de leurs règlements d’application, les termes « collecte », « conservation » et « renseignements ».

1991, c. 45, s. 444; 1997, c. 15, s. 385.

    

1991, ch. 45, art. 444; 1997, ch. 15, art. 385.

 

Notice of branch closure

    

Avis de fermeture de bureau

444.1 (1) Subject to regulations made under subsection (5), a member company with a branch in Canada at which it, through a natural person, opens retail deposit accounts and disburses cash to customers, shall give notice in accordance with those regulations before closing that branch or having it cease to carry on either of those activities.

 

    

  

444.1 (1) Sous réserve des règlements pris en vertu du paragraphe (5), la société membre qui a au Canada un bureau dans lequel elle ouvre des comptes de dépôt de détail et procède à la sortie de fonds pour ses clients par l’intermédiaire d’une personne physique donne un préavis — conforme à ces règlements — de la fermeture du bureau ou de la cessation de l’une ou l’autre de ces activités.

 

Pre-closure meeting

    

Réunion

(2) After notice is given but before the branch is closed or ceases to carry on the activities, the Commissioner shall, in prescribed situations, require the company to convene and hold a meeting between representatives of the company, representatives of the Agency and interested parties in the vicinity of the branch in order to exchange views about the closing or cessation of activities, including, but not limited to, alternative service delivery by the company and measures to help the branch’s customers adjust to the closing or cessation of activities.

 

    

  

(2) Après la remise du préavis, mais avant la fermeture du bureau ou la cessation d’activités, le commissaire doit, dans les cas prévus par règlement, exiger de la société qu’elle convoque et tienne une réunion de ses représentants et de ceux de l’Agence ainsi que de tout autre intéressé faisant partie de la collectivité locale en vue de discuter de la fermeture ou de la cessation d’activités visée, notamment des autres modes de prestation des services offerts par la société et des mesures visant à aider les clients du bureau à faire face à la fermeture ou à la cessation d’activités.

Meeting details

    

Règles de convocation

(3) The Commissioner may establish rules for convening a meeting referred to in subsection (2) and for its conduct.

    

(3) Le commissaire peut établir des règles en matière de convocation et de tenue d’une réunion visée au paragraphe (2).

Not statutory instruments

    

Statut des règles

(4) The Statutory Instruments Act does not apply in respect of rules established under subsection (3).

    

(4) La Loi sur les textes réglementaires ne s’applique pas aux règles établies en vertu du paragraphe (3).

Regulations

    

Règlements

(5) The Governor in Council may make regulations prescribing

    

(5) Le gouverneur en conseil peut, par règlement :

    

a) désigner le destinataire du préavis mentionné au paragraphe (1) et prévoir les renseignements qui

 

Current to February 11, 2020

   255    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Sections 444.1-444.2

  

Articles 444.1-444.2

 

(a) the time and place at which and the form and manner in which notice shall be given under subsection (1), the persons to whom it shall be given and the information to be included, the time, place, form and manner being permitted to vary according to circumstances specified in the regulations;

 

    

 

doivent y figurer, ainsi que les modalités —notamment de temps, lieu et forme — de la communication de cet avis, lesquelles peuvent varier dans les cas précisés par règlement;

(b) circumstances in which a member company is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member company from the requirement to give notice under that subsection, and circumstances in which the Commissioner may vary the time and place at which and the form and manner in which notice is required to be given under any regulation made under paragraph (a); and

   

b) prévoir les cas où la société membre n’est pas tenue de donner le préavis visé au paragraphe (1) et les cas où le commissaire peut l’exempter de le donner, ainsi que ceux où le commissaire peut modifier les modalités — notamment de temps, lieu et forme — de la communication de l’avis prévues par règlement pris en vertu de l’alinéa a);

(c) circumstances in which a meeting may be convened under subsection (2).

   

c) prévoir, pour l’application du paragraphe (2), les cas où une réunion peut être convoquée.

2001, c. 9, s. 548; 2007, c. 6, s. 367; 2012, c. 5, s. 176.

   

2001, ch. 9, art. 548; 2007, ch. 6, art. 367; 2012, ch. 5, art. 176.

Public accountability statements

   

Déclaration annuelle

444.2 (1) A company with equity of $1 billion or more shall, in accordance with regulations made under subsection (4), annually publish a statement describing the contribution of the company and its prescribed affiliates to the Canadian economy and society.

   

444.2 (1) La société dont les capitaux propres sont égaux ou supérieurs à un milliard de dollars publie annuellement une déclaration, établie en conformité avec les règlements pris en vertu du paragraphe (4), faisant état de sa contribution et de celle des entités de son groupe précisées par règlement à l’économie et à la société canadiennes.

Filing

   

Dépôt

(2) A company shall, at the prescribed time and place and in the prescribed form and manner, file a copy of the statement with the Commissioner.

   

(2) La société dépose auprès du commissaire, selon les modalités — notamment de temps, lieu et forme — réglementaires, une copie de la déclaration.

Provision of statement to public

   

Communication de la déclaration

(3) A company shall, at the prescribed time and place and in the prescribed form and manner, disclose the statement to its customers and to the public.

   

(3) La société communique la déclaration à ses clients et au public, selon les modalités — notamment de temps, lieu et forme — réglementaires.

Regulations

   

Règlements

(4) The Governor in Council may make regulations prescribing

   

(4) Le gouverneur en conseil peut, par règlement :

(a) the name, contents and form of a statement referred to in subsection (1) and the time within which, the place at which and the manner in which it must be prepared;

   

a) établir la désignation de la déclaration visée au paragraphe (1), son contenu et sa forme, ainsi que les modalités — notamment de temps, lieu et forme — relatives à son élaboration;

(b) affiliates of a company referred to in subsection (1);

   

b) préciser les entités visées au paragraphe (1);

(c) the time and place at which and the form and manner in which a statement must be filed under subsection (2); and

   

c) fixer les modalités — notamment de temps, lieu et forme — du dépôt visé au paragraphe (2);

   

d) fixer les modalités — notamment de temps, lieu et forme — de la communication de la déclaration visée

 

Current to February 11, 2020

   256    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Sections 444.2-446

  

Articles 444.2-446

 

 

(d) the time and place at which and the form and manner in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a company’s customers and to the public.

 

2001, c. 9, s. 548; 2012, c. 5, s. 177.

    

au paragraphe (3), faite respectivement aux clients et au public.

 

 

 

2001, ch. 9, art. 548; 2012, ch. 5, art. 177.

Regulations re disclosure

    

Communication de renseignements

444.3 The Governor in Council may, subject to any other provisions of this Act relating to the disclosure of information, make regulations respecting the disclosure of information by companies or any prescribed class of companies, including regulations respecting

 

    

  

444.3 Le gouverneur en conseil peut, sous réserve des autres dispositions de la présente loi ayant trait à la communication de renseignements, prendre des règlements portant sur la communication de renseignements par les sociétés ou par des catégories réglementaires de celles-ci, notamment des règlements concernant :

(a) the information that must be disclosed, including information relating to

    

a) les renseignements à communiquer, ayant trait notamment :

(i) any product or service or prescribed class of products or services offered by them,

    

(i) à leurs produits ou services, ou catégories réglementaires de ceux-ci,

(ii) any of their policies, procedures or practices relating to the offer by them of any product or service or prescribed class of products or services,

    

(ii) à leurs règles de conduite, procédures et pratiques ayant trait à la fourniture de ces produits ou services, ou catégories réglementaires de ceux-ci,

(iii) anything they are required to do or to refrain from doing under a consumer provision, and

    

(iii) aux interdictions ou obligations qui leur sont imposées aux termes d’une disposition visant les consommateurs,

(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;

    

(iv) à toute autre question en ce qui touche leurs relations ou celles de leurs employés ou représentants avec leurs clients ou le public;

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

    

b) les modalités — notamment de temps, lieu et forme — de la communication, ainsi que le destinataire de celle-ci;

(c) the content and form of any advertisement by companies or any prescribed class of companies relating to any matter referred to in paragraph (a).

    

c) le contenu et la forme de la publicité relative aux questions visées à l’alinéa a).

2001, c. 9, s. 548; 2007, c. 6, s. 368; 2012, c. 5, s. 178.

    

2001, ch. 9, art. 548; 2007, ch. 6, art. 368; 2012, ch. 5, art. 178.

Bank Act security

    

Sûreté au titre de la Loi sur les banques

445 A bank that is continued as a company under this Act that, immediately before that continuance, held any outstanding security pursuant to section 426 or 427 of the Bank Act may continue to hold the security for the life of the loan to which the security relates and all the provisions of the Bank Act relating to the security and its enforcement continue to apply to the company as though it were a bank.

    

445 La banque prorogée comme société en vertu de la présente loi et qui, avant la prorogation, détenait une sûreté au titre des articles 426 ou 427 de la Loi sur les banques peut continuer de la détenir pendant toute la durée du prêt, et les dispositions de cette loi concernant la sûreté et sa réalisation continuent de s’appliquer à la société comme s’il s’agissait d’une banque.

1991, c. 45, ss. 445, 559.

    

1991, ch. 45, art. 445 et 559.

Transmission in case of death

    

Cession pour cause de décès

446 (1) Where the transmission of a debt owing by a company by reason of a deposit, of property held by a

    

446 (1) En cas de transmission pour cause de décès soit d’une somme que la société a reçue à titre de dépôt, soit

 

Current to February 11, 2020

   257    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Sections 446-447

  

Articles 446-447

 

company as security or for safe-keeping or of rights with respect to a safety deposit box and property deposited therein takes place because of the death of a person, the delivery to the company of

     

de biens qu’elle détient à titre de garantie ou pour en assurer la garde, soit de droits afférents à un coffre et aux biens qui y sont déposés, la remise à la société :

(a) an affidavit or declaration in writing in form satisfactory to the company signed by or on behalf of a person claiming by virtue of the transmission stating the nature and effect of the transmission, and

     

a) d’une part, d’un affidavit ou d’une déclaration écrite, en une forme satisfaisante pour la société, signée par un bénéficiaire de la transmission ou en son nom, et indiquant la nature et l’effet de celle-ci;

(b) one of the following documents, namely,

     

b) d’autre part, d’un des documents suivants :

(i) when the claim is based on a will or other testamentary instrument or on a grant of probate thereof or on such a grant and letters testamentary or other document of like import or on a grant of letters of administration or other document of like import, purporting to be issued by any court of authority in Canada or elsewhere, an authenticated copy or certificate thereof under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

     

(i) si la réclamation est fondée sur un testament ou autre instrument testamentaire ou sur un acte d’homologation de ceux-ci ou sur un acte et l’ordonnance de nomination d’un exécuteur testamentaire ou autre document de portée semblable ou sur une ordonnance de nomination d’un administrateur ou autre document de portée semblable, présentés comme émanant d’un tribunal ou d’une autorité canadiens ou étrangers, une copie authentique ou un certificat authentique des documents en question sous le sceau du tribunal ou de l’autorité, sans autre preuve, notamment de l’authenticité du sceau,

(ii) when the claim is based on a notarial will, an authenticated copy thereof,

  

    

  

(ii) si la réclamation est fondée sur un testament notarié, une copie authentique de ce testament,

is sufficient justification and authority for giving effect to the transmission in accordance with the claim.

     

constitue une justification et une autorisation suffisantes pour donner effet à la transmission conformément à la réclamation.

Idem

     

Idem

(2) Nothing in subsection (1) shall be construed to prevent a company from refusing to give effect to a transmission until there has been delivered to the company such documentary or other evidence of or in connection with the transmission as it may deem requisite.

     

(2) Le paragraphe (1) n’a pas pour effet d’interdire à une société de refuser de donner effet à la transmission tant qu’elle n’a pas reçu les preuves écrites ou autres qu’elle juge nécessaires.

Branch of account with respect to deposits

     

Bureau de tenue de compte

447 (1) For the purposes of this Act, the branch of account with respect to a deposit account is

     

447 (1) Pour l’application de la présente loi, le bureau de tenue du compte en matière de compte de dépôt est :

(a) the branch the address or name of which appears on the specimen signature card or other signing authority signed by a depositor with respect to the deposit account or that is designated by agreement between the company and the depositor at the time of opening of the deposit account; or

     

a) celui dont le nom et l’adresse apparaissent sur un exemplaire de la fiche spécimen de signature ou d’une délégation de signature, portant la signature du titulaire du compte ou celui convenu d’un commun accord entre la société et le déposant lors de l’ouverture du compte;

(b) if no branch has been identified or agreed on as provided in paragraph (a), the branch that is designated as the branch of account with respect thereto by the company by notice in writing to the depositor.

     

b) à défaut d’indication du bureau ou de l’accord prévus à l’alinéa a), celui désigné dans l’avis écrit envoyé par la société au déposant.

 

Current to February 11, 2020

   258    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Sections 447-448

  

Articles 447-448

 

Where debt payable

     

Lieu du paiement de la dette

(2) The amount of any debt owing by a company by reason of a deposit in a deposit account in the company is payable to the person entitled thereto only at the branch of account and the person entitled thereto is not entitled to demand payment or to be paid at any other branch of the company.

  

    

  

(2) La dette de la société résultant du dépôt effectué à un compte de dépôt est payable à la personne qui y a droit, uniquement au bureau de tenue du compte; la personne n’a le droit ni d’exiger ni de recevoir le paiement à un autre bureau.

Idem

     

Idem

(3) Notwithstanding subsection (2), a company may permit, either occasionally or as a regular practice, the person to whom the company is indebted by reason of a deposit in a deposit account in the company to withdraw moneys owing by reason of that deposit at a branch of the company other than the branch of account or to draw cheques or other orders for the payment of such moneys at a branch other than the branch of account.

     

(3) Nonobstant le paragraphe (2), la société peut autoriser, d’une manière occasionnelle ou régulière, le déposant à effectuer des retraits ou à tirer des chèques et autres ordres de paiement à un bureau autre que celui de tenue du compte.

Situs of indebtedness

     

Lieu où la dette est contractée

(4) The indebtedness of a company by reason of a deposit in a deposit account in the company shall be deemed for all purposes to be situated at the place where the branch of account is situated.

     

(4) La dette de la société résultant du dépôt effectué à un compte de dépôt est réputée avoir été contractée au lieu où est situé le bureau de tenue du compte.

Effect of writ, etc.

     

Effet d’un bref

448 (1) Subject to subsections (3) and (4), the following documents are binding on property belonging to a person and in the possession of a company, or on money owing to a person by reason of a deposit account in a company, only if the document or a notice of it is served at the branch of the company that has possession of the property or that is the branch of account in respect of the deposit account, as the case may be:

     

448 (1) Sous réserve des paragraphes (3) et (4), les documents ci-après ne produisent leurs effets sur les biens appartenant à une personne ou sur les sommes dues en raison d’un compte de dépôt que si ceux-ci ou avis de ceux-ci sont signifiés, selon le cas, au bureau de la société ayant la possession des biens ou à celui de tenue du compte :

(a) a writ or process originating a legal proceeding or issued in or pursuant to a legal proceeding;

     

a) le bref ou l’acte qui introduit une instance ou qui est délivré dans le cadre d’une instance;

(b) an order or injunction made by a court;

     

b) l’ordonnance ou l’injonction du tribunal;

(c) an instrument purporting to assign, perfect or otherwise dispose of an interest in the property or the deposit account; or

     

c) le document ayant pour effet de céder ou de régulariser un droit sur un bien ou sur un compte de dépôt ou d’en disposer autrement;

(d) an enforcement notice in respect of a support order or support provision.

     

d) l’avis d’exécution relatif à l’ordonnance alimentaire ou à la disposition alimentaire.

Notices

     

Avis

(2) Any notification sent to a company with respect to a customer of the company, other than a document referred to in subsection (1) or (3), constitutes notice to the company and fixes the company with knowledge of its contents only if sent to and received at the branch of the company that is the branch of account of an account held in the name of that customer.

     

(2) À l’exception des documents visés aux paragraphes (1) ou (3), les avis envoyés à la société concernant un de ses clients ne constituent un avis valable dont le contenu est porté à la connaissance de la société que s’ils ont été envoyés au bureau où se trouve le compte du client et que si le bureau les a reçus.

 

Current to February 11, 2020

   259    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Section 448

  

Article 448

 

Notices: Minister of National Revenue

     

Documents : ministre du Revenu national

(2.1) Despite subsections (1) and (2), a notice, demand, order or other document issued with respect to a customer of a company constitutes notice to the company and fixes the company with knowledge of its contents and, where applicable, is binding on property belonging to the customer and in the possession of the company or on money owing to the customer by reason of an account in the company, if it is sent to the branch of the company referred to in subsection (1) or (2), an office of the company referred to in paragraph (3)(a) or any other office agreed to by the company and the Minister of National Revenue and it relates to

  

    

  

(2.1) Toutefois, le simple envoi au bureau visé aux paragraphes (1) ou (2) ou à l’alinéa (3)a) ou à celui convenu entre la société et le ministre du Revenu national suffit, pour l’application de ces paragraphes, dans le cas de tout document — avis, demande formelle, ordonnance ou autre — délivré à l’égard du client dans le cadre de l’application :

(a) the administration of an Act of Parliament by the Minister of National Revenue; or

     

a) par ce ministre, d’une loi fédérale;

(b) the administration of an Act of the legislature of a province or legislation made by an aboriginal government, where the Minister or the Minister of National Revenue has entered into a tax collection agreement under an Act of Parliament with the government of the province or the aboriginal government.

     

b) d’une loi d’une province ou d’un texte législatif d’un gouvernement autochtone avec qui ce ministre, ou le ministre, a conclu, sous le régime d’une loi fédérale, un accord de perception fiscale.

Exception

     

Ordonnance alimentaire et disposition alimentaire

(3) Subsections (1) and (2) do not apply in respect of an enforcement notice in respect of a support order or support provision if

     

(3) Les paragraphes (1) et (2) ne s’appliquent pas à l’avis d’exécution relatif à l’ordonnance alimentaire ou à la disposition alimentaire si les conditions suivantes sont réunies :

(a) the enforcement notice, accompanied by a written statement containing the information required by the regulations, is served at an office of a company designated in accordance with the regulations in respect of a province; and

     

a) l’avis, accompagné d’une déclaration écrite contenant les renseignements réglementaires, est signifié au bureau d’une société désigné conformément aux règlements pour une province;

(b) the order or provision can be enforced under the laws of that province.

     

b) l’ordonnance ou la disposition est exécutoire sous le régime du droit de la province.

Time of application

     

Effet de la signification

(4) Subsection (3) does not apply in respect of an enforcement notice in respect of a support order or support provision until the second business day following the day of service referred to in that subsection.

     

(4) Le paragraphe (3) ne s’applique à l’avis d’exécution relatif à l’ordonnance alimentaire ou à la disposition alimentaire qu’à compter du deuxième jour ouvrable suivant celui de sa signification.

Regulations

     

Règlements

(5) The Governor in Council may make regulations

     

(5) Le gouverneur en conseil peut, par règlement :

(a) respecting the designation by a company of a place, for the purpose of subsection (3), in any province for the service of enforcement notices in respect of support orders and support provisions;

     

a) régir, pour l’application du paragraphe (3), la désignation, par une société, du lieu de signification, dans la province en cause, des avis d’exécution relatifs aux ordonnances alimentaires et aux dispositions alimentaires;

(b) prescribing the manner in which a company shall publicize the locations of designated offices of the company; and

     

 

Current to February 11, 2020

   260    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019
     
     


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART VIII Business and Powers

  

PARTIE VIII Activité et pouvoirs

Miscellaneous

  

Divers

Sections 448-449

  

Articles 448-449

 

(c) respecting the information that must accompany enforcement notices in respect of support orders and support provisions.

  

    

  

b) prévoir les modalités selon lesquelles la société doit faire connaître au public les lieux où sont situés ses bureaux désignés;

     

c) régir les renseignements devant accompagner les avis d’exécution relatifs aux ordonnances alimentaires et aux dispositions alimentaires.

Definitions

     

Définitions

(6) The following definitions apply in this section.

     

(6) Les définitions qui suivent s’appliquent au présent article.

designated office means a place designated in accordance with regulations made for the purpose of subsection (3). (bureau désigné)

     

avis d’excution Bref de saisie-arrêt ou autre document délivré sous le régime des lois d’une province pour l’exécution d’une ordonnance alimentaire ou d’une disposition alimentaire. (enforcement notice)

enforcement notice, in respect of a support order or support provision, means a garnishee summons or other instrument issued under the laws of a province for the enforcement of the support order or support provision. (avis d’exécution)

     

bureau désigné Bureau désigné conformément aux règlements d’application du paragraphe (3). (designated office)

support order means an order or judgment or interim order or judgment for family financial support. (ordonnance alimentaire)

     

disposition alimentaire Disposition d’une entente relative aux aliments. (support provision)

support provision means a provision of an agreement relating to the payment of maintenance or family financial support. (disposition alimentaire)

     

ordonnance alimentaire Ordonnance ou autre décision, définitive ou provisoire, en matière alimentaire. (support order)

1991, c. 45, s. 448; 2001, c. 9, s. 549; 2005, c. 19, s. 64.

     

1991, ch. 45, art. 448; 2001, ch. 9, art. 549; 2005, ch. 19, art. 64.

PART IX

     

PARTIE IX

Investments

     

Placements

Definitions and Application

     

Définitions et champ d’application

Definitions

     

Définitions

449 (1) The following definitions apply in this Part.

     

449 (1) Les définitions qui suivent s’appliquent à la présente partie.

business growth fund means Canadian Business Growth Fund (GP) Inc., a corporation incorporated under the Canada Business Corporations Act. (fonds de croissance des entreprises)

     

action participante Action d’une personne morale qui donne le droit de participer sans limite à ses bénéfices et à la répartition du reliquat de ses biens en cas de dissolution. (participating share)

closed-end fund means an entity whose activities are limited to investing the funds of the entity so as to provide investment diversification and professional investment management to the holders of its securities, and whose securities are

     

courtier de fonds mutuels Entité dont la principale activité est celle d’un agent intermédiaire dans la vente de parts, d’actions ou d’autres intérêts d’un fonds mutuel et dans la perception des paiements y afférents, à condition que :

(a) fixed in number and distributed to the public in an offering under a preliminary prospectus, prospectus,

     

a) le produit de la vente soit versé au fonds, déduction faite de la commission de vente et des frais de service;

 

Current to February 11, 2020

   261    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Definitions and Application

  

Définitions et champ d’application

Section 449

  

Article 449

 

short-form prospectus or similar document in accor-dance with the laws of a province or a foreign jurisdiction;

 

(b) traded on an exchange or an over-the-counter market; and

 

(c) liquidated on a fixed future termination date, the proceeds of which are allocated to the holders of the securities on a proportional basis. (fonds d’investissement à capital fixe)

 

commercial loan means

 

(a) any loan made or acquired by a company, other than

 

(i) a loan to a natural person in an amount of two hundred and fifty thousand dollars or less,

 

(ii) a loan to the Government of Canada, the gov ernment of a province, a municipality, or to any agency thereof, or to the government of a foreign country or any political subdivision thereof, or any agency thereof, or to a prescribed international agency,

 

(iii) a loan that is guaranteed by, or fully secured by securities issued by, a government, a municipality or an agency referred to in subparagraph (ii),

 

(iv) a loan that is secured by a mortgage on real property, if

 

(A) the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, or

 

(B) the mortgage is on real property other than residential property and

 

(I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, and

 

(II) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property,

 

    

 

b) le fait que la vente comporte une commission et des frais de service soit porté à la connaissance de l’acquéreur avant l’achat. (mutual fund distribution entity)

 

entité admissible Entité dans laquelle la société est autorisée à acquérir un intérêt de groupe financier dans le cadre de l’article 453. (permitted entity)

 

entité s’occupant d’affacturage S’entend au sens des règlements. (factoring entity)

 

entité s’occupant de crédit-bail Entité dont l’activité est limitée au crédit-bail de biens meubles et aux activités connexes prévues aux règlements et est conforme à ceux-ci et qui, dans l’exercice de son activité au Canada, s’abstient :

 

a) de diriger ses clients, présents ou potentiels, vers des marchands donnés de tels biens;

 

b) de conclure des contrats de location portant sur des véhicules à moteur dont le poids brut, au sens des règlements, est inférieur à vingt et une tonnes;

 

c) de conclure avec des personnes physiques des contrats de location portant sur des meubles meublants, au sens des règlements. (financial leasing entity)

 

entité s’occupant de financement S’entend au sens des règlements. (finance entity)

 

entité s’occupant de financement spécial S’entend au sens des règlements. (specialized financing entity)

 

entité s’occupant de fonds mutuels Entité qui réunit les conditions suivantes :

 

a) son activité se limite au placement de ses fonds de façon à offrir des services de diversification de placements et de gestion professionnelle aux détenteurs de ses titres;

 

b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’un droit proportionnel à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie. (mutual fund entity)

 

filiale réglementaire La filiale qui fait partie d’une catégorie de filiales prévue par règlement. (prescribed subsidiary)

 

Current to February 11, 2020

   262    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Definitions and Application

  

Définitions et champ d’application

Section 449

  

Article 449

 

(v) a loan that is secured by a mortgage on real property, if

 

(A) the mortgage is on residential property and

 

(I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired, and

 

(II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent,

 

(B) the mortgage is on real property other than residential property and

 

(I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired,

 

(II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and

 

(III) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, or

 

(C) the loan is one referred to in paragraph 418(2)(d),

 

(vi) a loan that

 

(A) consists of a deposit made by the company with another financial institution,

 

(B) is fully secured by a deposit with any financial institution, including the company,

 

(C) is fully secured by debt obligations guaranteed by any financial institution other than the company, or

  

    

  

fonds de croissance des entreprises Canadian Business Growth Fund (GP) Inc., société constituée en personne morale sous le régime de la Loi canadienne sur les sociétés par actions. (business growth fund)

 

fonds d’investissement à capital fixe Entité dont l’activité se limite au placement de ses fonds de façon à offrir des services de diversification de placements et de gestion professionnelle aux détenteurs de ses titres et dont les titres :

 

a) sont diffusés au public en nombre fixe dans le cadre d’une émission faite en vertu d’un prospectus provisoire, d’un prospectus, d’un prospectus simplifié ou d’un document de même nature, conformément aux lois d’une province ou d’un pays étranger;

 

b) sont négociés en bourse ou sur les marchés hors cote;

 

c) font l’objet, à une date d’échéance fixe, d’une liquidation dont le produit est réparti proportionnellement entre les détenteurs de titres. (closed-end fund)

 

prêt ou emprunt Tout arrangement pour obtenir des fonds ou du crédit, à l’exception des placements dans les valeurs mobilières; y sont assimilés notamment l’acceptation et l’endossement ou autre garantie ainsi que le dépôt, le crédit-bail, le contrat de vente conditionnelle et la convention de rachat. (loan)

 

prêt commercial Selon le cas :

 

a) prêt consenti ou acquis par une société, à l’exception du prêt :

 

(i) de deux cent cinquante mille dollars ou moins à une personne physique,

 

(ii) fait soit au gouvernement du Canada ou d’une province ou à une municipalité — ou à un de leurs organismes —, soit au gouvernement d’un pays étranger ou d’une de ses subdivisions politiques — ou à un de leurs organismes —, soit à un organisme international prévu par règlement,

 

(iii) soit garanti par un gouvernement, une municipalité ou un organisme visé au sous-alinéa (ii), soit pleinement garanti par des titres émis par eux,

 

(iv) garanti par une hypothèque immobilière :

 

(A) si la garantie consiste en une hypothèque sur un immeuble résidentiel et que la somme du montant du prêt et du solde à payer de tout autre

 

Current to February 11, 2020

   263    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Definitions and Application

  

Définitions et champ d’application

Section 449    Article 449

 

(D) is fully secured by a guarantee of a financial institution other than the company, or

 

(vii) a loan to an entity controlled by the company;

 

(b) an investment in debt obligations, other than

 

(i) debt obligations that are

 

(A) guaranteed by any financial institution other than the company,

 

(B) fully secured by deposits with any financial institution, including the company, or

 

(C) fully secured by debt obligations that are guaranteed by any financial institution other than the company,

 

(ii) debt obligations issued by the Government of Canada, the government of a province, a municipality, or by any agency thereof, or by the government of a foreign country or any political subdivision thereof, or by any agency thereof, or by a prescribed international agency,

 

(iii) debt obligations that are guaranteed by, or fully secured by securities issued by, a government, a municipality or an agency referred to in subpara-graph (ii),

 

(iv) debt obligations that are widely distributed, as that expression is defined by the regulations, or

 

(v) debt obligations of an entity controlled by the company; and

 

(c) an investment in shares of a body corporate or ownership interests in an unincorporated entity, other than

 

(i) shares or ownership interests that are widely distributed, as that expression is defined by the regulations,

 

(ii) shares or ownership interests of an entity controlled by the company, or

 

(iii) participating shares. (prêt commercial)

 

factoring entity means a factoring entity as defined in the regulations. (entité s’occupant d’affacturage)

 

finance entity means a finance entity as defined in the regulations. (entité s’occupant de financement)

 

financial leasing entity means an entity

 

  

    

  

prêt garanti par hypothèque de rang égal ou supérieur sur l’immeuble ne dépasse pas quatre-vingts pour cent de la valeur de l’immeuble à la date de l’octroi ou de l’acquisition du prêt,

 

(B) si la garantie consiste en une hypothèque sur un immeuble autre que résidentiel et que :

 

(I) d’une part, la somme du montant du prêt et du solde à payer de tout autre prêt garanti par hypothèque de rang égal ou supérieur sur l’immeuble ne dépasse pas quatre-vingts pour cent de la valeur de l’immeuble à la date de l’octroi ou de l’acquisition du prêt,

 

(II) d’autre part, à la date de l’octroi ou de l’acquisition du prêt, l’immeuble rapporte des revenus suffisants pour couvrir les dépenses annuelles y afférentes, notamment les paiements relatifs à l’hypothèque ou à toute autre hypothèque de rang égal ou supérieur,

 

(v) garanti par une hypothèque immobilière :

 

(A) si la garantie consiste en une hypothèque sur un immeuble résidentiel et que, d’une part, la somme du montant du prêt et du solde à payer de tout autre prêt garanti par hypothèque de rang égal ou supérieur sur l’immeuble dépasse quatre-vingts pour cent de la valeur de l’immeuble à la date de l’octroi ou de l’acquisition du prêt et, d’autre part, le remboursement de la portion qui excède quatre-vingts pour cent est garanti ou assuré par un organisme gouvernemental ou un assureur privé agréés par le surintendant,

 

(B) si la garantie consiste en une hypothèque sur un immeuble autre que résidentiel et si les conditions suivantes sont réunies :

 

(I) la somme du montant du prêt et du solde à payer de tout autre prêt garanti par hypothèque de rang égal ou supérieur sur l’immeuble dépasse quatre-vingts pour cent de la valeur de l’immeuble à la date de l’octroi ou de l’acquisition du prêt,

 

(II) le remboursement de la portion qui excède quatre-vingts pour cent est garanti ou assuré par un organisme gouvernemental ou un assureur privé agréés par le surintendant,

 

(III) l’immeuble rapporte, à la date de l’octroi ou de l’acquisition du prêt, des revenus suffisants pour couvrir les dépenses annuelles y afférentes, notamment les paiements relatifs

 

 

Current to February 11, 2020

   264    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Definitions and Application

  

Définitions et champ d’application

Section 449    Article 449

 

(a) the activities of which are limited to the financial leasing of personal property and such related activities as are prescribed and whose activities conform to such restrictions and limitations thereon as are prescribed; and

(b) that, in conducting the activities referred to in paragraph (a) in Canada, does not

(i) direct its customers or potential customers to particular dealers in the leased property or the property to be leased,

(ii) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined by the regulations, of less than twenty-one tonnes, or

(iii) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined by the regulations. (entité s’occupant de crédit-bail)

loan includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit but does not include investments in securities. (prêt ou emprunt)

motor vehicle means a motorized vehicle designed to be used primarily on a public highway for the transportation of persons or things, but does not include

(a) a fire-engine, bus, ambulance or utility truck; or

(b) any other special purpose motorized vehicle that contains significant special features that make it suitable for a specific purpose. (véhicule à moteur)

mutual fund distribution entity means an entity whose principal activity is acting as a selling agent of units, shares or other interests in a mutual fund and acting as a collecting agent in the collection of payments for any such interests if

(a) the proceeds of the sales of any such interests, less any sales commissions and service fees, are paid to the mutual fund; and

(b) the existence of a sales commission and service fee in respect of the sale of any such interest is disclosed to the purchaser of the interest before the purchase of the interest. (courtier de fonds mutuels)

mutual fund entity means an entity

à l’hypothèque ou à toute autre hypothèque de rang égal ou supérieur,

(C) si le prêt est visé à l’alinéa 418(2)d),

(vi) qui soit consiste en un dépôt par la société auprès d’une autre institution financière, soit est pleinement garanti par des dépôts auprès d’une institution financière, y compris la société, ou par des titres de créance garantis par une institution financière, sauf la société, ou par une garantie d’une institution financière autre que la société,

(vii) consenti à une entité que la société contrôle;

b) placement dans des titres de créance, à l’exception :

(i) des titres de créance garantis par une institution financière, sauf la société, ou pleinement garantis par des dépôts auprès d’une institution financière, y compris la société, ou par des titres de créance garantis par une institution financière, sauf la société,

(ii) des titres de créance émis par le gouvernement du Canada ou d’une province, une municipalité, un de leurs organismes, le gouvernement d’un pays étranger ou d’une de ses subdivisions politiques, un organisme d’un tel gouvernement ou un organisme international prévu par règlement,

(iii) des titres de créance garantis par un gouvernement, une municipalité ou un organisme visé au sous-alinéa (ii) ou pleinement garantis par des titres émis par eux,

(iv) des titres de créance qui sont largement distribués, au sens des règlements,

(v) des titres de créance d’une entité que la société contrôle;

c) placement dans des actions d’une personne morale ou des titres de participation d’une entité non constituée en personne morale, à l’exception :

(i) des actions et titres qui sont largement distribués au sens des règlements,

(ii) des actions ou titres de participation d’une entité contrôlée par la société,

(iii) des actions participantes. (commercial loan)

véhicule à moteur Véhicule motorisé conçu pour être utilisé principalement sur la voie publique pour le transport de personnes ou de choses, à l’exclusion des :

 

 

Current to February 11, 2020

   265    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Definitions and Application

  

Définitions et champ d’application

Section 449    Article 449

 

(a) whose activities are limited to the investing of the funds of the entity so as to provide investment diversification and professional investment management to the holders of its securities; and

     

a) autobus, ambulances, camions utilitaires ou voitures de pompiers;

(b) whose securities entitle their holders to receive, on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of its net assets, including a separate fund or trust account of the entity. (entité s’occupant de fonds mutuels)

     

b) véhicules motorisés destinés à un usage particulier, qui comportent d’importants éléments spéciaux de nature à les rendre propres à un usage spécifique. (motor vehicle)

participating share means a share of a body corporate that carries the right to participate in the earnings of the body corporate to an unlimited degree and to participate in a distribution of the remaining property of the body corporate on dissolution. (action participante)

  

    

  

permitted entity means an entity in which a company is permitted to acquire a substantial investment under section 453. (entité admissible)

     

prescribed subsidiary means a subsidiary that is one of a prescribed class of subsidiaries. (filiale réglementaire)

     

specialized financing entity means a specialized financing entity as defined in the regulations. (entité s’occupant de financement spécial)

     

Members of a company’s group

     

Membre du groupe d’une société

(2) For the purpose of this Part, a member of a company’s group is any of the following:

     

(2) Pour l’application de la présente partie, est membre du groupe d’une société :

(a) an entity referred to in any of paragraphs 453(1)(a) to (f) that controls the company;

     

a) toute entité visée aux alinéas 453(1)a) à f) qui contrôle la société;

(b) a subsidiary of the company or of an entity referred to in any of paragraphs 453(1)(a) to (f) that controls the company;

     

b) une filiale de la société ou de toute entité visée à l’un ou l’autre des alinéas 453(1)a) à f) qui contrôle la société;

(c) an entity in which the company, or an entity referred to in any of paragraphs 453(1)(a) to (f) that controls the company, has a substantial investment; or

     

c) une entité dans laquelle la société ou toute entité visée à l’un ou l’autre des alinéas 453(1)a) à f) qui contrôle la société ont un intérêt de groupe financier;

(d) a prescribed entity in relation to the company.

     

d) une entité visée par règlement.

Non-application of Part

     

Non-application

(3) This Part does not apply in respect of

     

(3) La présente partie ne s’applique pas :

(a) money or other assets held in trust by a company, other than guaranteed trust money and assets held in respect thereof;

     

a) à l’argent ou aux autres éléments d’actif détenus par la société à titre de fiduciaire, à l’exception des fonds en fiducie garantie et des éléments d’actif détenus à leur égard;

 

Current to February 11, 2020

   266    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Definitions and Application

  

Définitions et champ d’application

Sections 449-451    Articles 449-451

 

(b) the holding of a security interest in real property, unless the security interest is prescribed pursuant to paragraph 467(a) to be an interest in real property; or

     

b) à la détention d’une sûreté sur un bien immeuble, sauf si celle-ci est considérée comme un intérêt immobilier au titre de l’alinéa 467a);

(c) the holding of a security interest in securities of an entity.

     

c) à la détention d’une sûreté sur les titres d’une entité.

1991, c. 45, ss. 449, 560; 1993, c. 34, s. 128(F); 1997, c. 15, s. 386; 2001, c. 9, s. 550; 2007, c. 6, s. 369; 2008, c. 28, s. 163; 2018, c. 27, s. 135.

  

    

  

1991, ch. 45, art. 449 et 560; 1993, ch. 34, art. 128(F); 1997, ch. 15, art. 386; 2001, ch. 9, art. 550; 2007, ch. 6, art. 369; 2008, ch. 28, art. 163; 2018, ch. 27, art. 135.

General Constraints on Investments

     

Restrictions générales relatives aux placements

Investment standards

     

Normes en matière de placements

450 The directors of a company shall establish and the company shall adhere to investment and lending policies, standards and procedures that a reasonable and prudent person would apply in respect of a portfolio of investments and loans to avoid undue risk of loss and obtain a reasonable return.

     

450 La société est tenue de se conformer aux principes, normes et procédures que son conseil d’administration a le devoir d’établir sur le modèle de ceux qu’une personne prudente mettrait en œuvre dans la gestion d’un portefeuille de placements et de prêts afin, d’une part, d’éviter des risques de perte indus et, d’autre part, d’assurer un juste rendement.

1991, c. 45, s. 450; 2001, c. 9, s. 550.

     

1991, ch. 45, art. 450; 2001, ch. 9, art. 550.

Limit — business growth fund

     

Limite : fonds de croissance des entreprises

450.1 (1) The aggregate value of all ownership interests in the business growth fund and the entities that the business growth fund controls that a company and its subsidiaries hold must not exceed $200,000,000.

     

450.1 (1) La valeur totale des titres de participation dans le fonds de croissance des entreprises et dans les entités que ce fonds contrôle détenus par la société et ses filiales ne peut excéder deux cents millions de dollars.

Application

     

Application

(2) For the purposes of subsection (1), the value of an ownership interest is determined by the amount paid for it at the time of its issuance.

     

(2) Pour l’application du paragraphe (1), la valeur d’un titre de participation correspond à la somme payée pour ce titre au moment de son émission.

2018, c. 27, s. 136.

     

2018, ch. 27, art. 136.

Restriction on control and substantial investments

     

Intérêt de groupe financier et contrôle

451 (1) Subject to subsections (2) to (4.4), no company shall acquire control of, or hold, acquire or increase a substantial investment in, any entity other than a permitted entity.

     

451 (1) Sous réserve des paragraphes (2) à (4.4), il est interdit à la société d’acquérir le contrôle d’une entité autre qu’une entité admissible ou de détenir, d’acquérir ou d’augmenter un intérêt de groupe financier dans une telle entité.

Exception: indirect investments

     

Exception : placements indirects

(2) A company may, subject to Part XI, acquire control of, or acquire or increase a substantial investment in, an entity other than a permitted entity by way of

     

(2) La société peut, sous réserve de la partie XI, acquérir le contrôle d’une entité autre qu’une entité admissible, ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité, par l’acquisition :

(a) an acquisition of control of an entity referred to in any of paragraphs 453(1)(a) to (j), or of a prescribed entity, that controls or has a substantial investment in the entity; or

     

a) soit du contrôle d’une entité visée à l’un ou l’autre des alinéas 453(1)a) à j), ou d’une entité visée par règlement, qui contrôle l’entité ou a un intérêt de groupe financier dans celle-ci;

(b) an acquisition of shares or ownership interests in the entity by

     

b) soit d’actions ou de titres de participation de l’entité par :

 

Current to February 11, 2020

   267    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

General Constraints on Investments

  

Restrictions générales relatives aux placements

Section 451    Article 451

 

(i) an entity referred to in any of paragraphs 453(1)(a) to (j), or a prescribed entity, that is controlled by the company, or

     

(i) soit une entité visée à l’un ou l’autre des alinéas 453(1)a) à j), ou une entité visée par règlement, que contrôle la société,

(ii) an entity controlled by an entity referred to in any of paragraphs 453(1)(a) to (j), or a prescribed entity, that is controlled by the company.

     

(ii) soit une entité que contrôle une entité visée à l’un ou l’autre des alinéas 453(1)a) à j), ou une entité visée par règlement, que contrôle la société.

Exception: temporary investments, realizations and loan workouts

     

Exception : placements temporaires

(3) A company may, subject to Part XI, acquire control of, or acquire or increase a substantial investment in, an entity by way of

     

(3) La société peut, sous réserve de la partie XI, acquérir le contrôle d’une entité ou acquérir ou augmenter un intérêt de groupe financier dans une entité :

(a) a temporary investment permitted by section 456;

  

    

  

a) soit en raison d’un placement temporaire prévu à l’article 456;

(b) an acquisition of shares of a body corporate or of ownership interests in an unincorporated entity permitted by section 457; or

     

b) soit par l’acquisition d’actions d’une personne morale, ou de titres de participation d’une entité non constituée en personne morale, aux termes de l’article 457;

(c) a realization of security permitted by section 458.

     

c) soit par la réalisation d’une sûreté aux termes de l’article 458.

Exception: specialized financing regulations

     

Exception : règlements

(4) A company may, subject to Part XI, acquire control of, or hold, acquire or increase a substantial investment in, an entity other than a permitted entity if it does so in accordance with regulations made under paragraph 452(d) concerning specialized financing.

     

(4) La société peut, sous réserve de la partie XI, acquérir le contrôle d’une entité autre qu’une entité admissible ou détenir, acquérir ou augmenter un intérêt de groupe financier dans une telle entité à condition de le faire conformément aux règlements, pris en vertu de l’alinéa 452d), relatifs au financement spécial.

Business growth fund

     

Fonds de croissance des entreprises

(4.1) Subject to section 450.1, subsections (4.2) to (4.4) and Part XI, a company may hold, acquire or increase a substantial investment in the business growth fund or any entity that the business growth fund controls.

     

(4.1) La société peut, sous réserve de l’article 450.1, des paragraphes (4.2) à (4.4) et de la partie XI, détenir, acquérir ou augmenter un intérêt de groupe financier dans le fonds de croissance des entreprises ou dans toute entité que ce fonds contrôle.

For greater certainty

     

Précision

(4.2) For greater certainty, a company is prohibited from acquiring control of the business growth fund or any entity that the business growth fund controls.

     

(4.2) Il est entendu que la société ne peut acquérir le contrôle du fonds de croissance des entreprises ou de toute entité que ce fonds contrôle.

Prohibition — entity

     

Interdiction : entités

(4.3) A company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities:

     

(4.3) Il est interdit à la société de détenir ou d’acquérir un intérêt de groupe financier dans le fonds de croissance des entreprises ou dans toute entité que ce fonds contrôle si le fonds ou toute entité que ce fonds contrôle détient ou acquière des actions ou d’autres titres de participation dans une des entités ci-après ou dans toute entité qui contrôle une des entités suivantes :

 

Current to February 11, 2020

   268    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

General Constraints on Investments

  

Restrictions générales relatives aux placements

Section 451    Article 451

 

(a) an entity referred to in any of paragraphs 453(1)(a) to (j);

     

a) une entité qui est visée à l’un ou l’autre des alinéas 453(1)a) à j);

(b) an entity that is primarily engaged in the leasing of motor vehicles in Canada for the purpose of extending credit to a customer or financing a customer’s acquisition of a motor vehicle;

     

b) une entité dont l’activité principale est le crédit-bail de véhicules à moteur au Canada dans le but de faire crédit à un client ou de financer l’acquisition d’un véhicule à moteur par un client;

(c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property;

  

    

  

c) une entité dont l’activité principale consiste à accorder provisoirement la possession de biens meubles, notamment des véhicules à moteur, à des clients au Canada dans un but autre que celui de financer l’acquisition par ceux-ci de ces biens;

(d) an entity that acts as an insurance broker or agent in Canada; or

     

d) une entité qui agit à titre de courtier ou d’agent d’assurances au Canada;

(e) an entity that is engaged in any prescribed activity.

     

e) une entité qui exerce les activités prévues par règlement.

Prohibition — capital and loans

     

Interdiction : capitaux et prêts

(4.4) A company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds shares of, or other ownership interests in, an entity or holds a loan made to an entity and, in respect of that entity and its affiliates, the aggregate value of the following exceeds $100,000,000:

     

(4.4) Il est interdit à la société de détenir ou d’acquérir un intérêt de groupe financier dans le fonds de croissance des entreprises ou dans toute entité que ce fonds contrôle si ce fonds ou toute entité que ce fonds contrôle détient des actions ou d’autres titres de participation dans une entité, ou détient un prêt fait à une entité, et, qu’à l’égard de cette entité et des entités de son groupe, le total des éléments ci-après excède cent millions de dollars :

(a) all ownership interests that are held by the company, the company’s subsidiaries, the business growth fund or the entities that the business growth fund controls, the value of those ownership interests as determined by the amount paid for them at the time each was first acquired by any of those entities; and

     

a) les sommes payées pour l’acquisition des titres de participation détenus par la société, par ses affiliés, par le fonds de croissance des entreprises ou par toute entité que ce fonds contrôle au moment où chacun de ces titres a été acquis pour la première fois par l’un de ceux-ci;

(b) the outstanding principal of all loans held by the business growth fund or the entities that the business growth fund controls.

     

b) le principal impayé de tous les prêts détenus par le fonds de croissance ou par toute entité que ce fonds contrôle.

Exception: uncontrolled event

     

Exception : fait involontaire

(5) A company is deemed not to contravene subsection (1) if the company acquires control of, or acquires or increases a substantial investment in, an entity solely as the result of an event not within the control of the company.

     

(5) La société est réputée ne pas contrevenir au paragraphe (1) quand elle acquiert le contrôle d’une entité ou acquiert ou augmente un intérêt de groupe financier dans une entité en raison uniquement d’un événement dont elle n’est pas maître.

Non-application of subsection (2)

     

Non-application du paragraphe (2)

(5.1) No company shall, under subsection (2), acquire control of, or acquire or increase a substantial investment in, an entity referred to in paragraph 453(1)(j).

     

(5.1) Il est interdit à la société de se prévaloir du paragraphe (2) pour acquérir le contrôle d’une entité visée à l’alinéa 453(1)j) ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité.

 

Current to February 11, 2020

   269    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

General Constraints on Investments

  

Restrictions générales relatives aux placements

Sections 451-453

  

Articles 451-453

 

Holding

     

Détention

(5.2) If a company holds a substantial investment in an entity referred to in paragraph 453(1)(j) that it acquired or increased under subsection (2) before the coming into force of subsection (5.1), the company may continue to hold that substantial investment.

     

(5.2) La société qui détient un intérêt de groupe financier dans une entité visée à l’alinéa 453(1)j) et qui s’est prévalue du paragraphe (2) pour acquérir ou augmenter cet intérêt avant l’entrée en vigueur du paragraphe (5.1) peut continuer à le détenir.

Application of other provision

  

    

  

Application d’une autre disposition

(6) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.

     

(6) Malgré l’acquisition par elle du contrôle d’une entité ou d’un intérêt de groupe financier dans une entité au titre d’une disposition de la présente partie, la société peut continuer à contrôler l’entité ou à détenir l’intérêt de groupe financier comme si elle avait procédé à l’acquisition au titre d’une autre disposition de la présente partie, pourvu que les conditions prévues par cette autre disposition soient respectées.

Timing of deemed acquisition

     

Assimilation

(7) If a company decides to exercise its right under subsection (6), the company is deemed to be acquiring the control or the substantial investment under the other provision.

     

(7) Si elle décide d’exercer le pouvoir prévu au paragraphe (6), la société est réputée acquérir le contrôle ou l’intérêt de groupe financier au titre de l’autre disposition.

1991, c. 45, s. 451; 1997, c. 15, s. 387; 2001, c. 9, s. 550; 2007, c. 6, s. 370; 2013, c. 40, s. 167; 2018, c. 27, s. 137.

     

1991, ch. 45, art. 451; 1997, ch. 15, art. 387; 2001, ch. 9, art. 550; 2007, ch. 6, art. 370; 2013, ch. 40, art. 167; 2018, ch. 27, art. 137.

Regulations

     

Règlements

452 The Governor in Council may make regulations

     

452 Le gouverneur en conseil peut, par règlement :

(a) respecting the determination of the amount or value of loans, investments and interests for the purposes of this Part;

     

a) régir la détermination du montant ou de la valeur des prêts, placements ou intérêts pour l’application de la présente partie;

(b) respecting the loans and investments, and the maximum aggregate amount of all loans and investments, that may be made or acquired by a company and its prescribed subsidiaries to or in a person and any persons connected with that person;

     

b) régir les prêts et placements, ainsi que le montant total maximal de tous les prêts à une personne et aux autres personnes qui y sont liées que la société et ses filiales réglementaires peuvent consentir ou acquérir et tous les placements qu’elles peuvent y effectuer;

(c) specifying the classes of persons who are connected with any person for the purposes of paragraph (b); and

     

c) préciser les catégories de personnes qui sont liées à une personne pour l’application de l’alinéa b);

(d) concerning specialized financing for the purposes of subsection 451(4).

     

d) régir le financement spécial pour l’application du paragraphe 451(4).

1991, c. 45, s. 452; 2001, c. 9, s. 550.

     

1991, ch. 45, art. 452; 2001, ch. 9, art. 550.

Subsidiaries and Equity Investments

     

Filiales et placements

Permitted investments

     

Placements autorisés

453 (1) Subject to subsections (4) to (6) and Part XI, a company may acquire control of, or acquire or increase a substantial investment in

     

453 (1) Sous réserve des paragraphes (4) à (6) et de la partie XI, la société peut acquérir le contrôle des entités ci-après ou acquérir ou augmenter un intérêt de groupe financier dans ces entités :

(a) a company;

     

 

Current to February 11, 2020

   270    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

     

a) une société;

(b) a bank;

  

    

  

b) une banque;

(c) a bank holding company;

     

c) une société de portefeuille bancaire;

(d) an association to which the Cooperative Credit Associations Act applies;

     

d) une association régie par la Loi sur les associations coopératives de crédit;

(e) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act;

     

e) une société d’assurances ou une société de secours mutuel constituée ou formée sous le régime de la Loi sur les sociétés d’assurances;

(f) an insurance holding company;

     

f) une société de portefeuille d’assurances;

(g) a trust, loan or insurance corporation incorporated or formed by or under an Act of the legislature of a province;

     

g) une société de fiducie, de prêt ou d’assurances constituée en personne morale ou formée sous le régime d’une loi provinciale;

(h) a cooperative credit society incorporated or formed, and regulated, by or under an Act of the legislature of a province;

     

h) une société coopérative de crédit constituée en personne morale ou formée et réglementée sous le régime d’une loi provinciale;

(i) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities; or

     

i) une entité constituée en personne morale ou formée sous le régime d’une loi fédérale ou provinciale et dont l’activité principale est le commerce des valeurs mobilières;

(j) an entity that is incorporated or formed, and regulated, otherwise than by or under an Act of Parliament or of the legislature of a province and that is primarily engaged outside Canada in a business that, if carried on in Canada, would be the business of banking, the business of a cooperative credit society, the business of insurance, the business of providing fiduciary services or the business of dealing in securities.

     

j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.

Permitted investments

     

Placements autorisés

(2) Subject to subsections (3) to (6) and Part XI, a company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), whose business is limited to one or more of the following:

     

(2) Sous réserve des paragraphes (3) à (6) et de la partie XI, la société peut acquérir le contrôle d’une entité, autre qu’une entité visée aux alinéas (1)a) à j), dont l’activité commerciale se limite à une ou plusieurs des activités suivantes ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité :

(a) engaging in any financial service activity or in any other activity that a company is permitted to engage in under any of paragraphs 409(2)(b) to (d) or section 410 or 411;

     

a) la prestation de services financiers ou toute autre activité qu’une société est autorisée à exercer dans le cadre de l’un ou l’autre des alinéas 409(2)b) à d) ou des articles 410 ou 411;

(b) acquiring or holding shares of, or ownership interests in, entities in which a company is permitted under this Part to hold or acquire;

     

b) la détention et l’acquisition d’actions ou d’autres titres de participation dans des entités dans lesquelles une société est autorisée, dans le cadre de la présente partie, à acquérir ou détenir de tels actions ou titres;

 

Current to February 11, 2020

   271    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

(c) engaging in the provision of any services exclusively to any or all of the following, so long as the entity is providing those services to the company or any member of the company’s group:

     

c) la prestation de services aux seules entités suivantes — à la condition qu’ils soient aussi fournis à la société elle-même ou à un membre de son groupe :

(i) the company,

     

(i) la société elle-même,

(ii) any member of the company’s group,

  

    

  

(ii) un membre de son groupe,

(iii) any entity that is primarily engaged in the business of providing financial services,

     

(iii) une entité dont l’activité commerciale principale consiste en la prestation de services financiers,

(iv) any permitted entity in which an entity referred to in subparagraph (iii) has a substantial investment, or

     

(iv) une entité admissible dans laquelle une entité visée au sous-alinéa (iii) a un intérêt de groupe financier,

(v) any prescribed person, if it is doing so under prescribed terms and conditions, if any are prescribed;

     

(v) une personne visée par règlement — pourvu que la prestation se fasse selon les modalités éventuellement fixées par règlement;

(d) engaging in any activity that a company is permitted to engage

in, other than an activity referred to in paragraph (a) or (e), that relates to

     

d) toute activité qu’une société peut exercer, autre qu’une activité visée aux alinéas a) ou e), se rapportant :

(i) the promotion, sale, delivery or distribution of a financial product or financial service that is provided by the company or any member of the company’s group, or

     

(i) soit à la vente, la promotion, la livraison ou la distribution d’un service ou d’un produit financiers fournis par la société ou un membre de son groupe,

(ii) if a significant portion of the business of the entity involves an activity referred to in subparagraph (i), the promotion, sale, delivery or distribution of a financial product or financial service that is provided by any other entity that is primarily engaged in the business of providing financial services;

     

(ii) soit, si l’activité commerciale de l’entité consiste, en grande partie, en une activité visée au sous-alinéa (i), à la vente, la promotion, la livraison ou la distribution d’un service ou d’un produit financiers d’une entité dont l’activité commerciale principale consiste en la prestation de services financiers;

(e) engaging in the activities referred to in the definition closed-end fund, mutual fund distribution entity or mutual fund entity in subsection 449(1); and

     

e) les activités visées aux définitions de courtier de fonds mutuels, entité s’occupant de fonds mutuels ou fonds d’investissement à capital fixe au paragraphe 449(1);

(f) engaging in prescribed activities, under prescribed terms and conditions, if any are prescribed.

     

f) les activités prévues par règlement, pourvu qu’elles s’exercent selon les modalités éventuellement fixées par règlement.

Restriction

     

Restriction

(3) A company may not acquire control of, or acquire or increase a substantial investment in, an entity whose business includes any activity referred to in any of paragraphs (2)(a) to (e) if the entity engages in the business of accepting deposit liabilities or if the activities of the entity include

     

(3) La société ne peut acquérir le contrôle d’une entité dont l’activité commerciale comporte une activité visée aux alinéas (2)a) à e), ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité, si l’entité accepte des dépôts dans le cadre de son activité commerciale ou si les activités de l’entité comportent :

(a) activities that a company is not permitted to engage in under any of sections 417 and 418;

     

a) des activités qu’une société est empêchée d’exercer par les articles 417 et 418;

 

Current to February 11, 2020

   272    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

(b) dealing in securities, except as may be permitted under paragraph (2)(e) or as may be permitted to a company under paragraph 409(2)(c);

  

    

  

b) le commerce des valeurs mobilières, sauf dans la mesure où elle peut le faire dans le cadre de l’alinéa (2)e) ou une société peut le faire dans le cadre de l’alinéa 409(2)c);

(c) acting as an executor, administrator or official guardian or as a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person;

     

c) le fait d’agir comme exécuteur testamentaire, administrateur, gardien officiel, gardien, tuteur, curateur ou conseil judiciaire d’un incapable;

(d) being a trustee for a trust;

     

d) le fait d’agir comme fiduciaire;

(e) activities that a company is not permitted to engage in under any regulation made under section 416 if the entity engages in the activities of a finance entity or of any other entity as may be prescribed;

     

e) dans les cas où l’entité exerce les activités d’une entité s’occupant de financement ou d’une autre entité visée par règlement, des activités qu’une société est empêchée d’exercer par tout règlement pris en vertu de l’article 416;

(f) acquiring control of or acquiring or holding a substantial investment in another entity unless

     

f) l’acquisition du contrôle d’une autre entité, ou l’acquisition ou la détention d’un intérêt de groupe financier dans celle-ci, sauf si :

(i) in the case of an entity that is controlled by the company, the company itself would be permitted under this Part to acquire a substantial investment in the other entity, or

     

(i) dans le cas où l’entité est contrôlée par la société, l’acquisition par la société elle-même d’un intérêt de groupe financier dans l’autre entité serait permise aux termes de la présente partie,

(ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1) or (2) or 451(2), paragraph 451(3)(b) or (c) or subsection 451(4); or

     

(ii) dans le cas où l’entité n’est pas contrôlée par la société, l’acquisition par la société elle-même d’un intérêt de groupe financier dans l’autre entité serait permise aux termes des paragraphes (1) ou (2) ou 451(2), des alinéas 451(3)b) ou c) ou du paragraphe 451(4);

(g) any prescribed activity.

     

g) des activités prévues par règlement.

Exception

     

Exception

(3.1) Despite paragraph (3)(d), a company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

     

(3.1) Malgré l’alinéa (3)d), la société peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité, si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

     

a) l’entité exerce les activités de fiduciaire uniquement pour un fonds d’investissement à capital fixe ou pour une entité s’occupant de fonds mutuels;

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

     

b) dans le cas où elle exerce d’autres activités commerciales, celles-ci sont limitées aux activités suivantes :

(i) the activities of a mutual fund distribution entity,

     

(i) les activités d’un courtier de fonds mutuels,

(ii) any activity that a company is permitted to engage in under paragraph 410(1)(d.1), and

     

(ii) les services qu’une société est autorisée à fournir dans le cadre de l’alinéa 410(1)d.1),

 

Current to February 11, 2020

   273    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

(iii) the provision of investment counselling services and portfolio management services.

     

(iii) la prestation de services de conseil en placement et de gestion de portefeuille.

Control

     

Contrôle

(4) Subject to subsection (8) and the regulations, a company may not acquire control of, or acquire or increase a substantial investment in,

  

    

  

(4) Sous réserve du paragraphe (8) et des règlements, les règles suivantes s’appliquent à l’acquisition par la société du contrôle des entités suivantes et à l’acquisition ou à l’augmentation par elle d’un intérêt de groupe financier dans ces entités :

(a) an entity referred to in any of paragraphs (1)(a) to (j), unless

     

a) s’agissant d’une entité visée aux alinéas (1)a) à j), elle ne peut le faire que si :

(i) the company controls, within the meaning of paragraph 3(1)(d), the entity, or would thereby acquire control, within the meaning of that paragraph, of the entity, or

     

(i) soit elle la contrôle ou en acquiert de la sorte le contrôle, au sens de l’alinéa 3(1)d),

(ii) the company is permitted by regulations made under paragraph 459(a) to acquire or increase the substantial investment;

     

(ii) soit elle est autorisée par règlement pris en vertu de l’alinéa 459a) à acquérir ou augmenter l’intérêt;

(b) an entity whose business includes one or more of the activities referred to in paragraph (2)(a) and that engages, as part of its business, in any financial intermediary activity that exposes the entity to material market or credit risk, including a finance entity, a factoring entity and a financial leasing entity, unless

     

b) s’agissant d’une entité dont l’activité commerciale comporte une activité visée à l’alinéa (2)a) et qui exerce, dans le cadre de son activité commerciale, des activités d’intermédiaire financier comportant des risques importants de crédit ou de marché, notamment une entité s’occupant d’affacturage, une entité s’occupant de crédit-bail ou une entité s’occupant de financement, elle ne peut le faire que si :

(i) the company controls, within the meaning of paragraph 3(1)(d), the entity, or would thereby acquire control, within the meaning of that paragraph, of the entity, or

     

(i) soit elle la contrôle ou en acquiert de la sorte le contrôle, au sens de l’alinéa 3(1)d),

(ii) the company is permitted by regulations made under paragraph 459(a) to acquire or increase the substantial investment; or

     

(ii) soit elle est autorisée par règlement pris en vertu de l’alinéa 459a) à acquérir ou à augmenter l’intérêt;

(c) an entity whose business includes an activity referred to in paragraph (2)(b), including a specialized financing entity, unless

     

c) s’agissant d’une entité dont l’activité commerciale comporte une activité visée à l’alinéa (2)b), y compris une entité s’occupant de financement spécial, elle ne peut le faire que si :

(i) the company controls, within the meaning of paragraph 3(1)(d), the entity, or would thereby acquire control, within the meaning of that paragraph, of the entity,

     

(i) soit elle la contrôle ou en acquiert de la sorte le contrôle, au sens de l’alinéa 3(1)d),

(ii) the company is permitted by regulations made under paragraph 459(a) to acquire or increase the substantial investment, or

     

(ii) soit elle est autorisée par règlement pris en vertu de l’alinéa 459a) à acquérir ou à augmenter l’intérêt,

(iii) subject to prescribed terms and conditions, if any are prescribed, the activities of the entity do not include the acquisition or holding of control of, or the acquisition or holding of shares or other ownership interests in, an entity referred to in paragraph (a) or (b) or an entity that is not a permitted entity.

     

(iii) soit, sous réserve des modalités éventuellement fixées par règlement, les activités de l’entité ne comportent pas l’acquisition ou la détention du contrôle d’une entité visée aux alinéas a) ou b) ou d’une entité qui n’est pas une entité admissible, ni d’actions ou de titres de participation dans celle-ci.

 

Current to February 11, 2020

   274    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

Minister’s approval

  

    

  

Agrément du ministre

(5) Subject to the regulations, a company may not, without the prior written approval of the Minister,

     

(5) Sous réserve des règlements, la société ne peut, sans avoir obtenu au préalable l’agrément écrit du ministre :

(a) acquire control of an entity referred to in paragraphs (1)(g) to (i) from a person who is not a member of the company’s group;

     

a) acquérir auprès d’une personne qui n’est pas un membre de son groupe le contrôle d’une entité visée aux alinéas (1)g) à i);

(b) acquire control of an entity referred to in paragraph (1)(j) or (4)(b), other than an entity whose activities are limited to the activities of one or more of the following entities, if the control is acquired from an entity referred to in any of paragraphs (1)(a) to (f) that is not a member of the company’s group:

     

b) acquérir, auprès d’une entité visée aux alinéas (1)a) à f) qui n’est pas un membre de son groupe, le contrôle d’une entité visée à l’alinéa (1)j) ou (4)b), autre qu’une entité dont les activités se limitent aux activités qu’exercent les entités suivantes :

(i) a factoring entity, or

     

(i) une entité s’occupant d’affacturage,

(ii) a financial leasing entity;

     

(ii) une entité s’occupant de crédit-bail;

(b.1) acquire control of an entity referred to in paragraph (1)(j) if the company is a company with equity of two billion dollars or more and

     

b.1) acquérir le contrôle d’une entité visée à l’alinéa (1)j), si, d’une part, la société est dotée de capitaux propres égaux ou supérieurs à deux milliards de dollars et, d’autre part :

A + B > C       A + B > C

where

     

où :

A  is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

     

A  représente la valeur de l’actif consolidé de l’entité qui aurait été déclarée dans ses états financiers annuels s’ils avaient été établis à la date précédant l’acquisition,

B   is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the company has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

     

B   la valeur totale de l’actif consolidé des autres entités visées à l’alinéa (1)j) dont la société a acquis le contrôle au cours des douze mois précédents qui aurait été déclarée dans leurs états financiers s’ils avaient été établis à la date précédant l’acquisition du contrôle de chacune d’elles,

C  is 10% of the value of the company’s consolidated assets, as shown in the company’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(j) within the preceding 12 months;

     

C  dix pour cent de la valeur de l’actif consolidé de la société figurant dans le dernier rapport annuel établi avant la première date où elle a acquis le contrôle d’une des entités visées à l’alinéa (1)j) au cours des douze mois précédents;

(c) acquire control of, or acquire or increase a substantial investment in, an entity whose business includes one or more of the activities referred to in paragraph (2)(d);

     

c) acquérir le contrôle d’une entité dont l’activité commerciale comporte des activités visées à l’alinéa (2)d) ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité;

(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Cana-da in an activity described in paragraph 410(1)(c);

     

d) acquérir le contrôle d’une entité qui exerce au Canada des activités visées à l’alinéa 410(1)c) ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité;

(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 410(1)(c.1); or

     

d.1) acquérir le contrôle d’une entité qui exerce des activités visées à l’alinéa 410(1)c.1) ou acquérir ou

 

Current to February 11, 2020

   275    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

 

    

  

augmenter un intérêt de groupe financier dans une telle entité;

(e) acquire control of, or acquire or increase a substantial investment in, an entity engaging in an activity prescribed for the purposes of paragraph (2)(f).

    

e) acquérir le contrôle d’une entité qui exerce des activités prévues par règlement d’application de l’alinéa (2)f) ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité.

 

Matters for consideration

    

Facteurs à prendre en compte

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)(b.1), take into account all matters that he or she considers relevant in the circumstances, including

 

    

  

(5.1) Outre les facteurs et conditions prévus par la présente loi qui sont liés à l’octroi d’un agrément, le ministre peut prendre en compte tous les facteurs qu’il estime pertinents dans les circonstances avant d’octroyer son agrément en vertu de l’alinéa (5)b.1), notamment :

(a) the stability of the financial system in Canada; and

    

a) la stabilité du système financier canadien;

(b) the best interests of the financial system in Cana-da.

    

b) l’intérêt du système financier canadien.

 

Superintendent’s approval

    

Agrément du surintendant

(6) Subject to subsection (7) and the regulations, a company may not acquire control of, or acquire or increase a substantial investment in, an entity referred to in any of paragraphs (1)(g) to (j) and (4)(b) and (c) unless the company obtains the approval of the Superintendent.

 

    

  

(6) Sous réserve du paragraphe (7) et des règlements, la société ne peut acquérir le contrôle d’une entité visée à l’un ou l’autre des alinéas (1)g) à j) et (4)b) et c) ni acquérir ou augmenter un intérêt de groupe financier dans une telle entité sans avoir obtenu l’agrément du surintendant.

 

Exception

    

Exception

(7) Subsection (6) does not apply in respect of a particular transaction if

 

    

  

(7) Le paragraphe (6) ne s’applique pas à une opération dans l’un ou l’autre des cas suivants :

(a) the company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);

    

a) l’entité dont le contrôle est acquis n’est pas une entité s’occupant de financement spécial et le seul motif pour lequel l’agrément serait exigé, n’eût été le présent paragraphe, est l’exercice par elle d’une activité visée à l’alinéa (2)b);

(b) the company is acquiring control of an entity whose activities are limited to the activities of a factoring entity or a financial leasing entity;

    

b) les activités de l’entité dont le contrôle est acquis se limitent aux activités qu’exercent une entité s’occupant d’affacturage ou une entité s’occupant de crédit-bail;

(c) the Minister has approved the transaction under subsection (5) or is deemed to have approved it under subsection 454(1);

    

c) le ministre a agréé l’opération dans le cadre du paragraphe (5) ou il est réputé l’avoir agréée dans le cadre du paragraphe 454(1);

(d) subject to subsection (7.1), the company is acquiring control of an entity (referred to in this paragraph as the “target entity”) referred to in paragraph (4)(b) or (c) and

    

d) sous réserve du paragraphe (7.1), l’entité dont le contrôle est acquis (appelée « entité cible » au présent alinéa) est une entité visée à l’un ou l’autre des alinéas (4)b) et c) et :

A/B < C

    

A/B < C

where

    

où :

 

Current to February 11, 2020

   276    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

A  is the aggregate of the values, as they would have been reported in the company’s annual financial statements if those statements were prepared on the day of the acquisition of control of the target entity, of

    

A  représente la somme de la valeur des éléments ci-après qui aurait été déclarée dans les états financiers annuels de la société s’ils avaient été établis à la date d’acquisition du contrôle de l’entité cible :

(i) the target entity’s consolidated assets,

 

(ii) the assets of the company and of any subsidiary of the company that were acquired, at any time within the 12 months preceding the acquisition of control of the target entity, from any entity that, at that time, held any of the assets referred to in subparagraph (i), and

 

 

    

  

(i) l’actif consolidé de l’entité cible,

 

(ii) les actifs de la société et de toute filiale de celle-ci qui ont été acquis, au cours des douze mois précédant l’acquisition du contrôle de l’entité cible, auprès d’une entité qui, au même moment, détenait des actifs visés au sous-alinéa (i),

(iii) the consolidated assets of any entity referred to in paragraph (4)(b) or (c) the control of which is acquired by the company at the same time as the acquisition of control of the target entity — or within the 12 months preceding the acquisition of control of the target entity if, at any time within those 12 months, that entity and the target entity were affiliates — excluding any assets referred to in subparagraph (i) or (ii) and the consolidated assets of an entity in respect of which no approval of the Superintendent is required under any of paragraphs (a) to (c),

 

    

  

(iii) l’actif consolidé de toute entité visée à l’un ou l’autre des alinéas (4)b) et c) dont le contrôle est acquis par la société en même temps qu’est acquis le contrôle de l’entité cible, ou au cours des douze mois précédant l’acquisition du contrôle de l’entité cible, si, au cours de cette période, l’entité était du même groupe que l’entité cible, à l’exception des actifs visés aux sous-alinéas (i) ou (ii) et de l’actif consolidé d’une entité à l’égard de laquelle la société n’a pas à obtenir l’agrément du surintendant aux termes de l’un ou l’autre des alinéas a) à c),

B   is the value of the company’s consolidated assets, as shown in its last annual statement prepared before the acquisition of control of the target entity, and

    

B   la valeur de l’actif consolidé de la société figurant dans le dernier rapport annuel établi avant la date d’acquisition du contrôle de l’entité cible,

C  is

    

C  est égal :

(i) 0.01, in the case of a company with equity of 12 billion dollars or more, or

    

(i) à 0,01, dans le cas où la société est dotée de capitaux propres égaux ou supérieurs à douze milliards de dollars,

(ii) 0.02, in the case of any other company; or

    

(ii) à 0,02, dans les autres cas;

(e) the company is acquiring or increasing a substantial investment in an entity (referred to in this paragraph as the “target entity”) without acquiring control of it, and

    

e) l’acquisition ou l’augmentation d’un intérêt de groupe financier dans l’entité (appelée « entité cible » au présent alinéa), sans acquérir le contrôle de celle-ci, et :

A/B < C      A/B < C

where

    

où :

A  is the aggregate of the values, as they would have been reported in the company’s annual financial statements if those statements were prepared on the day of the acquisition or increase of the substantial investment in the target entity, of

    

A  représente la somme de la valeur des éléments ci-après qui aurait été déclarée dans les états financiers annuels de la société s’ils avaient été établis à la date d’acquisition ou d’augmentation de l’intérêt de groupe financier dans l’entité cible :

(i) the shares of, or other ownership interests in, the target entity that the company or a subsidiary of the company is acquiring in the transaction that results in the acquisition or increase of a substantial investment in the target entity, and the shares of, or other ownership

    

(i) les actions ou les autres titres de participation de l’entité cible acquis par la société ou sa filiale, et les actions ou les autres titres de participation de l’entité cible détenus par une entité dont le contrôle est acquis par la société, dans le cadre de l’opération qui résulte

 

Current to February 11, 2020

   277    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Section 453

  

Article 453

 

interests in, the target entity that are held by an entity the control of which the company is acquiring in the transaction that results in the acquisition or increase of a substantial investment in the target entity,

    

en l’acquisition ou l’augmentation de l’intérêt de groupe financier dans l’entité cible,

(ii) the shares of, or other ownership interests in, the target entity that are held by the company or a subsidiary of the company and that were acquired by the company or the subsidiary within the 12 months preceding the transaction referred to in subparagraph (i), and

 

    

  

(ii) les actions ou les autres titres de participation de l’entité cible détenus par la société ou sa filiale et acquis par la société ou sa filiale au cours des douze mois précédant l’opération visée au sous-alinéa (i),

(iii) the shares of, or other ownership interests in, the target entity that are held by a subsidiary of the company the control of which was acquired by the company within the 12 months preceding the transaction referred to in sub-paragraph (i), excluding any shares or other ownership interests referred to in subpara-graph (ii),

    

(iii) les actions ou les autres titres de participation de l’entité cible détenus par une filiale de la société dont le contrôle a été acquis par celle-ci au cours des douze mois précédant l’opération visée au sous-alinéa (i), à l’exception des actions ou des autres titres de participation visés au sous-alinéa (ii),

B   is the value of the company’s consolidated assets, as shown in its last annual statement prepared before the transaction that results in the acquisition or increase of the substantial investment in the target entity, and

    

B   la valeur de l’actif consolidé de la société figurant dans le dernier rapport annuel établi avant la date de l’opération qui résulte en l’acquisition ou l’augmentation de l’intérêt de groupe financier dans l’entité cible,

C  is

 

    

  

C  est égal :

(i) 0.005, in the case of a company with equity of 12 billion dollars or more, or

    

(i) à 0,005, dans le cas où la société est dotée de capitaux propres égaux ou supérieurs à douze milliards de dollars,

(ii) 0.01, in the case of any other company.

    

(ii) à 0,01, dans les autres cas.

No exception for deemed acquisition

    

Aucune exception pour les acquisitions réputées

(7.1) The exception in paragraph (7)(d) does not apply with respect to a deemed acquisition of control under subsection 451(7).

    

(7.1) L’exception prévue à l’alinéa (7)d) ne s’applique pas à l’égard de l’acquisition du contrôle réputée qui est visée au paragraphe 451(7).

Control not required

    

Contrôle non requis

(8) A company need not control an entity referred to in paragraph (1)(j), or an entity that is incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province, if the laws or customary business practices of the country under the laws of which the entity was incorporated or formed do not permit the company to control the entity.

    

(8) Il n’est pas nécessaire que la société contrôle l’entité visée à l’alinéa (1)j) ou toute autre entité constituée à l’étranger si les lois ou les pratiques commerciales du pays sous le régime des lois duquel l’entité a été constituée lui interdisent d’en détenir le contrôle.

Prohibition on giving up control in fact

    

Abandon du contrôle de fait

(9) A company that, under subsection (4), controls an entity may not, without the prior written approval of the Minister, give up control, within the meaning of paragraph 3(1)(d), of the entity while it continues to control the entity.

    

(9) La société qui contrôle une entité en vertu du paragraphe (4) ne peut, sans l’agrément écrit du ministre, se départir du contrôle au sens de l’alinéa 3(1)d) tout en continuant de la contrôler d’une autre façon.

 

Current to February 11, 2020

   278    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Sections 453-455

  

Articles 453-455

 

Giving up control

    

Aliénation d’actions

(10) A company that, under subsection (4), controls an entity may, with the prior written approval of the Superintendent, give up control of the entity while keeping a substantial investment in the entity if

    

(10) La société qui contrôle une entité en vertu du paragraphe (4) peut, avec l’agrément préalable du surintendant donné par écrit, se départir du contrôle tout en maintenant dans celle-ci un intérêt de groupe financier si :

(a) the company is permitted to do so by regulations made under paragraph 459(c); or

 

    

  

a) soit elle-même y est autorisée par règlement pris en vertu de l’alinéa 459c);

(b) the entity meets the conditions referred to in sub-paragraph (4)(c)(iii).

    

b) soit l’entité remplit les conditions visées au sous-alinéa (4)c)(iii).

Subsections do not apply

    

Présomption d’agrément

(11) If a company controls, within the meaning of paragraph 3(1)(a), (b) or (c), an entity, subsections (5) and (6) do not apply in respect of any subsequent increases by the company of its substantial investment in the entity so long as the company continues to control the entity.

    

(11) Si la société contrôle, au sens des alinéas 3(1)a), b) ou c), une entité, les paragraphes (5) et (6) ne s’appliquent pas aux augmentations postérieures par la société de son intérêt de groupe financier dans l’entité tant qu’elle continue de la contrôler.

1991, c. 45, s. 453; 1997, c. 15, s. 388; 1999, c. 28, s. 141; 2001, c. 9, s. 550; 2007, c. 6, s. 371; 2012, c. 5, s. 179; 2018, c. 27, s. 130.

    

1991, ch. 45, art. 453; 1997, ch. 15, art. 388; 1999, ch. 28, art. 141; 2001, ch. 9, art. 550; 2007, ch. 6, art. 371; 2012, ch. 5, art. 179; 2018, ch. 27, art. 130.

Approval for indirect investments

    

Agrément des intérêts indirects

454 (1) If a company obtains the approval of the Minister under subsection 453(5) to acquire control of, or to acquire or increase a substantial investment in, an entity and, through that acquisition or increase, the company indirectly acquires control of, or acquires or increases a substantial investment in, another entity that would require the approval of the Minister under subsection 453(5) or the Superintendent under subsection 453(6) and that indirect acquisition or increase is disclosed to the Minister in writing before the approval is obtained, the company is deemed to have obtained the approval of the Minister or the Superintendent for that indirect acquisition or increase.

    

454 (1) La société qui reçoit l’agrément du ministre dans le cadre du paragraphe 453(5) pour l’acquisition du contrôle d’une entité ou pour l’acquisition ou l’augmentation d’un intérêt de groupe financier dans une entité est réputée avoir reçu cet agrément pour l’acquisition du contrôle ou l’acquisition ou l’augmentation d’un intérêt de groupe financier qu’elle se trouve de ce fait à faire indirectement dans une autre entité pour laquelle l’agrément du ministre ou du surintendant serait requis dans le cadre des paragraphes 453(5) ou (6), à la condition d’avoir informé le ministre par écrit de cette acquisition ou augmentation indirecte avant d’obtenir l’agrément.

Approval for indirect investments

    

Agrément des intérêts indirects

(2) If a company obtains the approval of the Superintendent under subsection 453(6) to acquire control of, or to acquire or increase a substantial investment in, an entity and, through that acquisition or increase the company indirectly acquires control of, or acquires or increases a substantial investment in, another entity that would require the approval of the Superintendent under that subsection and that indirect acquisition or increase is disclosed to the Superintendent in writing before the approval is obtained, the company is deemed to have obtained the approval of the Superintendent for that indirect acquisition or increase.

    

(2) La société qui reçoit l’agrément du surintendant dans le cadre du paragraphe 453(6) pour l’acquisition du contrôle d’une entité ou l’acquisition ou l’augmentation d’un intérêt de groupe financier dans une entité est réputée avoir reçu cet agrément pour l’acquisition du contrôle ou l’acquisition ou l’augmentation d’un intérêt de groupe financier qu’elle se trouve de ce fait à faire indirectement dans une autre entité pour laquelle l’agrément du surintendant serait requis dans le cadre du paragraphe 453(6), à la condition d’avoir informé le surintendant par écrit de cette acquisition ou augmentation indirecte avant d’obtenir l’agrément.

1991, c. 45, s. 454; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 454; 2001, ch. 9, art. 550.

Undertakings

    

Engagement

455 (1) If a company controls a permitted entity, other than an entity referred to in any of paragraphs 453(1)(a)

    

455 (1) La société qui contrôle une entité admissible, autre qu’une entité visée aux alinéas 453(1)a) à f), prend

 

Current to February 11, 2020

   279    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Subsidiaries and Equity Investments

  

Filiales et placements

Sections 455-456

  

Articles 455-456

 

to (f), the company shall provide the Superintendent with any undertakings that the Superintendent may require regarding

    

auprès du surintendant les engagements que celui-ci peut exiger relativement :

(a) the activities of the entity; and

    

a) à l’activité de l’entité;

(b) access to information about the entity.

    

b) à l’accès à l’information la concernant.

Undertakings

 

    

  

Engagement

(2) If a company acquires control of an entity referred to in any of paragraphs 453(1)(g) to (j), the company shall provide the Superintendent with any undertakings concerning the entity that the Superintendent may require.

    

(2) La société qui acquiert le contrôle d’une entité visée à l’un ou l’autre des alinéas 453(1)g) à j) prend auprès du surintendant les engagements relatifs à l’entité qu’il peut exiger.

Agreements with other jurisdictions

    

Entente

(3) The Superintendent may enter into an agreement with the appropriate official or public body responsible for the supervision of an entity referred to in any of paragraphs 453(1)(g) to (j) in each province or in any other jurisdiction concerning any matters referred to in paragraphs (1)(a) and (b) or any other matter the Superintendent considers appropriate.

    

(3) Le surintendant peut conclure une entente avec la personne ou l’organisme chargé de la supervision des entités visées aux alinéas 453(1)g) à j) dans chaque province ou autre territoire concernant toute question visée aux alinéas (1)a) et b) ou toute autre question qu’il juge utile.

Access to records

    

Droit d’accès

(4) Despite any other provision of this Part, a company shall not control a permitted entity, other than an entity referred to in any of paragraphs 453(1)(a) to (f), unless, in the course of the acquisition of control or within a reasonable time after the control is acquired, the company obtains from the permitted entity an undertaking to provide the Superintendent with reasonable access to the records of the permitted entity.

    

(4) Par dérogation à toute autre disposition de la présente partie, la société ne peut contrôler une entité admissible, autre qu’une entité visée aux alinéas 453(1)a) à f), que si elle obtient de celle-ci, durant l’acquisition même ou dans un délai acceptable après celle-ci, l’engagement de donner au surintendant un accès suffisant à ses livres.

1991, c. 45, s. 455; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 455; 2001, ch. 9, art. 550.

Exceptions and Exclusions      Exceptions et exclusions

Temporary investments in entity

    

Placements provisoires dans des entités

456 (1) Subject to subsection (4), a company may, by way of a temporary investment, acquire control of, or acquire or increase a substantial investment in, an entity but, within two years, or any other period that may be specified or approved by the Superintendent, after acquiring control or after acquiring or increasing the substantial investment, as the case may be, it shall do all things necessary to ensure that it no longer controls the entity or has a substantial investment in the entity.

    

456 (1) Sous réserve du paragraphe (4), la société peut, au moyen d’un placement provisoire, acquérir le contrôle d’une entité ou acquérir ou augmenter un intérêt de groupe financier dans une entité; elle doit toutefois prendre les mesures nécessaires pour assurer l’élimination du contrôle ou de cet intérêt dans les deux ans qui suivent l’acquisition du contrôle ou l’acquisition ou l’augmentation de l’intérêt, selon le cas, ou tout autre délai agréé ou spécifié par le surintendant.

Transitional

    

Disposition transitoire

(2) Despite subsection (1), if a company that was in existence immediately before June 1, 1992 had an investment in an entity on September 27, 1990 that is a substantial investment within the meaning of section 10 and the company subsequently increases that substantial investment by way of a temporary investment, the company

    

(2) Par dérogation au paragraphe (1), la société qui existait le 1er juin 1992 et détenait le 27 septembre 1990 un intérêt dans une entité constituant un intérêt de groupe financier au sens de l’article 10 et qui augmente par la suite cet intérêt au moyen d’un placement provisoire doit prendre les mesures nécessaires pour

 

Current to February 11, 2020

   280    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Exceptions and Exclusions

  

Exceptions et exclusions

Sections 456-457    Articles 456-457

 

shall, within two years, or any other period that is specified or approved by the Superintendent, after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.

    

annuler l’augmentation dans les deux ans qui suivent cette date ou tout autre délai agréé ou spécifié par le surintendant.

Extension

    

Prolongation

(3) The Superintendent may, in the case of any particular company that makes an application under this subsection, extend the period of two years, or the other period specified or approved by the Superintendent, that is referred to in subsection (1) or (2) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary.

 

    

  

(3) Le surintendant peut, sur demande, accorder à une société une ou plusieurs prolongations des délais prévus aux paragraphes (1) ou (2) de la durée et aux conditions qu’il estime indiquées.

Temporary investment

    

Placement provisoire

(4) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 453(5) if the company had acquired the control, or acquired or increased the substantial investment, under section 453, the company must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,

    

(4) La société qui, au moyen d’un placement provisoire, acquiert le contrôle ou acquiert ou augmente un intérêt de groupe financier dans un cas où l’agrément du ministre aurait été requis dans le cadre du paragraphe 453(5) si le contrôle avait été acquis ou l’intérêt de groupe financier acquis ou augmenté au titre de l’article 453 doit, dans les quatre-vingt-dix jours qui suivent l’acquisition :

(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or

    

a) soit demander l’agrément du ministre pour continuer à détenir le contrôle ou l’intérêt pour la période précisée par le ministre ou pour une période indéterminée, aux conditions que celui-ci estime appropriées;

(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.

    

b) soit prendre les mesures nécessaires pour éliminer le contrôle ou ne plus détenir un intérêt de groupe financier à l’expiration des quatre-vingt-dix jours.

Indeterminate extension

    

Placement provisoire

(5) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 453(6) if the company had acquired the control, or acquired or increased the substantial investment, under section 453, the Superintendent may, on application, permit the company to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.

    

(5) Si la société, au moyen d’un placement provisoire, acquiert le contrôle ou acquiert ou augmente un intérêt de groupe financier dans un cas où l’agrément du surintendant aurait été requis dans le cadre du paragraphe 453(6) si le contrôle avait été acquis ou l’intérêt de groupe financier acquis ou augmenté au titre de l’article 453, le surintendant peut, sur demande, autoriser la société à conserver le contrôle de l’entité ou l’intérêt de groupe financier pour une période indéterminée, aux conditions qu’il estime appropriées.

1991, c. 45, s. 456; 2001, c. 9, s. 550; 2007, c. 6, s. 372.

    

1991, ch. 45, art. 456; 2001, ch. 9, art. 550; 2007, ch. 6, art. 372.

Loan workouts

    

Défaut

457 (1) Despite anything in this Part, if a company or any of its subsidiaries has made a loan to an entity and, under the terms of the agreement between the company,

    

457 (1) Par dérogation aux autres dispositions de la présente partie, lorsqu’elle ou une de ses filiales ont consenti un prêt à une entité et que s’est produit un

 

Current to February 11, 2020

   281    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Exceptions and Exclusions

  

Exceptions et exclusions

Section 457    Article 457

 

or any of its subsidiaries, and the entity with respect to the loan and any other documents governing the terms of the loan, a default has occurred, the company may acquire

    

défaut prévu dans l’accord conclu entre la société ou sa filiale et l’entité relativement au prêt et aux autres documents en fixant les modalités, la société peut acquérir, selon le cas :

(a) if the entity is a body corporate, all or any of the shares of the body corporate;

 

    

  

a) si l’entité est une personne morale, tout ou partie de ses actions;

(b) if the entity is an unincorporated entity, all or any of the ownership interests in the entity;

    

b) si elle est une entité non constituée en personne morale, tout ou partie de ses titres de participation;

(c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity;

    

c) tout ou partie des actions ou des titres de participation des entités qui sont du même groupe — au sens de l’article 2 — que l’entité en question;

(d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates; or

    

d) tout ou partie des actions de la personne morale dont l’activité principale est de détenir des actions ou des titres de participation de l’entité ou des entités de son groupe — au sens de l’article 2 — , ou des éléments d’actif acquis de ces dernières;

(e) all or any of the ownership interests in any entity that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates.

    

e) tout ou partie des titres de participation d’une entité dont l’activité principale consiste à détenir des actions ou des titres de participation de l’entité ou des entités de son groupe ou des éléments d’actif acquis de ces dernières.

Obligation of company

    

Obligation d’éliminer l’intérêt

(2) If a company acquires shares or ownership interests in an entity under subsection (1), the company shall, within five years after acquiring them do all things necessary to ensure that the company does not control the entity or have a substantial investment in the entity.

    

(2) La société doit cependant prendre les mesures nécessaires pour assurer l’élimination du contrôle ou de tout intérêt de groupe financier dans les entités visées au paragraphe (1) dans les cinq ans suivant l’acquisition des actions ou des titres de participation.

Transitional

    

Disposition transitoire

(3) Despite subsection (1), if a company that was in existence immediately before June 1, 1992 had an investment in an entity on September 27, 1990 that is a substantial investment within the meaning of section 10 and the company later increases that substantial investment by way of an investment made under subsection (1), the company shall, within five years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.

    

(3) Par dérogation au paragraphe (1), la société qui existait le 1er juin 1992 et détenait le 27 septembre 1990 un intérêt dans une entité constituant un intérêt de groupe financier au sens de l’article 10 et qui augmente par la suite cet intérêt au moyen d’un placement visé au paragraphe (1) doit prendre les mesures nécessaires pour annuler l’augmentation dans les cinq ans suivant cette date.

Extension

    

Prolongation

(4) The Superintendent may, in the case of any particular company that makes an application under this subsection, extend the period of five years referred to in subsection (2) or (3) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary.

    

(4) Le surintendant peut, sur demande, accorder à une société une ou plusieurs prolongations du délai prévu aux paragraphes (2) ou (3) de la durée et aux conditions qu’il estime indiquées.

 

Current to February 11, 2020

   282    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Exceptions and Exclusions

  

Exceptions et exclusions

Sections 457-458    Articles 457-458

 

Exception — entities controlled by foreign governments

    

Exception : entités contrôlées par un gouvernement étranger

(5) Despite anything in this Part, if a company has made a loan to, or holds a debt obligation of, the government of a foreign country or an entity controlled by the government of a foreign country and, under the terms of the agreement between the company and that government or the entity, as the case may be, and any other documents governing the terms of the loan or debt obligation, a default has occurred, the company may acquire all or any of the shares of, or ownership interests in, that entity or in any other entity designated by that government, if the acquisition is part of a debt restructuring program of that government.

 

    

  

(5) Par dérogation aux autres dispositions de la présente partie, lorsqu’elle a consenti un prêt à un gouvernement d’un pays étranger ou à une entité contrôlée par celui-ci, ou qu’elle détient un titre de créance d’un tel gouvernement ou d’une telle entité, et que s’est produit un défaut prévu dans l’accord conclu entre eux relativement au prêt ou au titre de créance et aux autres documents en fixant les modalités, la société peut acquérir tout ou partie des actions ou titres de participation de l’entité ou de toute autre entité désignée par ce gouvernement si l’acquisition fait partie d’un programme de réaménagement de la dette publique du même gouvernement.

Time for holding shares

    

Période de détention

(6) If a company acquires any shares or ownership interests under subsection (5), the company may, on any terms and conditions that the Superintendent considers appropriate, hold those shares or ownership interests for an indeterminate period or for any other period that the Superintendent may specify.

    

(6) La société peut, conformément aux modalités que le surintendant estime indiquées, détenir les actions ou titres de participation acquis en vertu du paragraphe (5) pendant une période indéterminée ou la période précisée par le surintendant.

Exception

    

Exception

(7) If, under subsection (1), a company acquires control of, or acquires or increases a substantial investment in, an entity that it would otherwise be permitted to acquire or increase under section 453, the company may retain control of the entity or continue to hold the substantial investment for an indeterminate period if the approval in writing of the Minister is obtained before the end of the period referred to in subsection (2) or (3), including any extension of it granted under subsection (4).

    

(7) La société qui, dans le cadre du paragraphe (1), acquiert le contrôle d’une entité qu’elle serait par ailleurs autorisée à acquérir en vertu de l’article 453 ou acquiert ou augmente un intérêt de groupe financier qu’elle serait par ailleurs autorisée à acquérir ou augmenter en vertu de cet article peut continuer à détenir le contrôle ou l’intérêt pour une période indéterminée si elle obtient l’agrément écrit du ministre avant l’expiration du délai prévu aux paragraphes (2) ou (3) et prolongé, le cas échéant, aux termes du paragraphe (4).

1991, c. 45, s. 457; 1997, c. 15, s. 389; 2001, c. 9, s. 550; 2007, c. 6, s. 373.

    

1991, ch. 45, art. 457; 1997, ch. 15, art. 389; 2001, ch. 9, art. 550; 2007, ch. 6, art. 373.

Realizations

    

Réalisation d’une sûreté

458 (1) Despite anything in this Act, a company may acquire

    

458 (1) Par dérogation aux autres dispositions de la présente loi, la société peut, s’ils découlent de la réalisation d’une sûreté détenue par elle ou une de ses filiales :

(a) an investment in a body corporate,

    

a) effectuer un placement dans une personne morale;

(b) an interest in an unincorporated entity, or

    

b) acquérir un intérêt dans une entité non constituée en personne morale;

(c) an interest in real property, if the investment or interest is acquired through the realization of a security interest held by the company or any of its subsidiaries.

    

c) acquérir un intérêt immobilier.

Disposition

    

Aliénation

(2) Subject to subsection 76(2), if a company acquires control of, or acquires a substantial investment in, an entity by way of the realization of a security interest held by

    

(2) Sous réserve du paragraphe 76(2), la société qui acquiert, du fait de la réalisation d’une sûreté qu’elle ou une de ses filiales détient, le contrôle d’une entité ou un

 

Current to February 11, 2020

   283    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Exceptions and Exclusions

  

Exceptions et exclusions

Sections 458-459    Articles 458-459

 

the company or any of its subsidiaries, the company shall, within five years after the day on which control or the substantial investment is acquired, do all things necessary, or cause its subsidiary to do all things necessary, as the case may be, to ensure that the company no longer controls the entity or has a substantial investment in the entity.

 

    

  

intérêt de groupe financier dans une entité doit prendre, ou faire prendre par sa filiale, selon le cas, les mesures nécessaires pour assurer l’élimination du contrôle ou de l’intérêt dans les cinq ans suivant son acquisition.

Transitional

    

Disposition transitoire

(3) Despite subsection (2), if a company that was in existence immediately before June 1, 1992 had an investment in an entity on September 27, 1990 that is a substantial investment within the meaning of section 10 and the company later increases that substantial investment by way of a realization of a security interest under subsection (1), the company shall, within five years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.

    

(3) Par dérogation au paragraphe (2), la société qui existait le 1er juin 1992 et détenait le 27 septembre 1990 un intérêt dans une entité constituant un intérêt de groupe financier au sens de l’article 10 et qui augmente par la suite cet intérêt du fait de la réalisation d’une sûreté doit prendre les mesures nécessaires pour annuler l’augmentation dans les cinq ans suivant cette date.

Extension

    

Prolongation

(4) The Superintendent may, in the case of any particular company that makes an application under this subsection, extend the period of five years referred to in subsection (2) or (3) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary.

    

(4) Le surintendant peut, sur demande, accorder à une société une ou plusieurs prolongations du délai de cinq ans visé aux paragraphes (2) ou (3) de la durée et aux conditions qu’il estime indiquées.

Exception

    

Exception

(5) If, under subsection (1), a company acquires control of, or acquires or increases a substantial investment in, an entity that it would otherwise be permitted to acquire or increase under section 453, the company may retain control of the entity or continue to hold the substantial investment for an indeterminate period if the approval in writing of the Minister is obtained before the end of the period referred to in subsection (2) or (3), including any extension of it granted under subsection (4).

    

(5) La société qui, dans le cadre du paragraphe (1), acquiert le contrôle d’une entité qu’elle serait par ailleurs autorisée à acquérir en vertu de l’article 453 ou acquiert ou augmente un intérêt de groupe financier qu’elle serait par ailleurs autorisée à acquérir ou augmenter en vertu de cet article peut continuer à détenir le contrôle ou l’intérêt pour une période indéterminée si elle obtient l’agrément écrit du ministre avant l’expiration du délai prévu aux paragraphes (2) ou (3) et prolongé, le cas échéant, aux termes du paragraphe (4).

1991, c. 45, s. 458; 1997, c. 15, s. 390; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 458; 1997, ch. 15, art. 390; 2001, ch. 9, art. 550.

Regulations restricting ownership

    

Règlements limitant le droit de détenir des actions

459 The Governor in Council may make regulations     

459 Le gouverneur en conseil peut, par règlement :

(a) for the purposes of subsection 453(4), permitting the acquisition of control or the acquisition or increase of substantial investments, or prescribing the circumstances under which that subsection does not apply or the companies or other entities in respect of which that subsection does not apply, including prescribing companies or other entities on the basis of the activities they engage in;

    

a) pour l’application du paragraphe 453(4), autoriser l’acquisition du contrôle ou l’acquisition ou l’augmentation des intérêts de groupe financier, ou préciser les circonstances dans lesquelles ce paragraphe ne s’applique pas ou préciser les sociétés ou autres entités, notamment selon les activités qu’elles exercent, auxquelles ce paragraphe ne s’applique pas;

(b) for the purposes of subsection 453(5) or (6), permitting the acquisition of control or the acquisition or

    

b) pour l’application des paragraphes 453(5) ou (6), autoriser l’acquisition du contrôle ou l’acquisition ou

 

Current to February 11, 2020

   284    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Exceptions and Exclusions

  

Exceptions et exclusions

Sections 459-460    Articles 459-460

 

increase of substantial investments, or prescribing the circumstances under which either of those subsections does not apply or the companies or other entities in respect of which either of those subsections does not apply, including prescribing companies or other entities on the basis of the activities they engage in;

    

l’augmentation des intérêts de groupe financier, ou préciser les circonstances dans lesquelles l’un ou l’autre de ces paragraphes ne s’applique pas ou préciser les sociétés ou autres entités, notamment selon les activités qu’elles exercent, auxquelles l’un ou l’autre de ces paragraphes ne s’applique pas;

(c) for the purposes of subsection 453(10), permitting a company to give up control of an entity; and

    

c) autoriser une société à renoncer au contrôle pour l’application du paragraphe 453(10);

(d) restricting the ownership by a company of shares of a body corporate or of ownership interests in an unincorporated entity under sections 453 to 458 and imposing terms and conditions applicable to companies that own such shares or interests.

 

    

  

d) limiter, en application des articles 453 à 458, le droit de la société de posséder des actions d’une personne morale ou des titres de participation d’entités non constituées en personne morale et imposer des conditions à la société qui en possède.

1991, c. 45, s. 459; 1997, c. 15, s. 391; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 459; 1997, ch. 15, art. 391; 2001, ch. 9, art. 550.

Portfolio Limits      Limites relatives aux placements

Exclusion from portfolio limits

    

Restriction

460 (1) Subject to subsection (3), the value of all loans, investments and interests acquired by a company and any of its prescribed subsidiaries under section 457 or as a result of a realization of a security interest is not to be included in calculating the value of loans, investments and interests of the company and its prescribed subsidiaries under sections 461 to 466

    

460 (1) Sous réserve du paragraphe (3), la valeur de l’ensemble des prêts et placements faits et des intérêts acquis par la société et ses filiales réglementaires soit par la réalisation d’une sûreté, soit en vertu de l’article 457, n’est pas prise en compte dans le calcul de la valeur des prêts, placements et intérêts de la société et de ses filiales réglementaires visés aux articles 461 à 466 :

(a) for a period of twelve years following the day on which the interest was acquired, in the case of an interest in real property; and

    

a) dans le cas d’un intérêt immobilier, pendant douze ans suivant la date de son acquisition;

(b) for a period of five years after the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property.

    

b) dans le cas d’un prêt, d’un placement ou d’un autre intérêt, pendant cinq ans suivant la date où il a été fait ou acquis.

Extension

    

Prolongation

(2) The Superintendent may, in the case of any particular company, extend any period referred to in subsection (1) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary.

    

(2) Le surintendant peut accorder à une société une ou plusieurs prolongations du délai visé au paragraphe (1) de la durée et aux conditions qu’il estime indiquées.

Exception

    

Exceptions

(3) Subsection (1) does not apply to an investment or interest described in that subsection if the investment or interest is defined by a regulation made under section 467 to be an interest in real property and

    

(3) Le paragraphe (1) ne s’applique pas aux placements et intérêts qui, aux termes des règlements pris en vertu de l’article 467, sont considérés comme des intérêts immobiliers et que la société ou filiale :

(a) the company or the subsidiary acquired the investment or interest as a result of the realization of a security interest securing a loan that was defined by a regulation made under section 467 to be an interest in real property; or

    

a) soit a acquis du fait de la réalisation d’une sûreté garantissant des prêts qui, aux termes des règlements pris en vertu de l’article 467, sont considérés comme des intérêts immobiliers;

 

Current to February 11, 2020

   285    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Portfolio Limits

  

Limites relatives aux placements

Sections 460-464

  

Articles 460-464

 

 

(b) the company or the subsidiary acquired the investment or interest under section 457 as a result of a default referred to in that section in respect of a loan that was defined by a regulation made under section 467 to be an interest in real property.

    

b) soit a acquis, dans le cadre de l’article 457, du fait de défauts visés à cet article à l’égard de prêts qui, aux termes des règlements pris en vertu de l’article 467, sont considérés comme des intérêts immobiliers.

1991, c. 45, s. 460; 1997, c. 15, s. 392; 2001, c. 9, s. 550.

 

    

  

1991, ch. 45, art. 460; 1997, ch. 15, art. 392; 2001, ch. 9, art. 550.

Commercial Loans

    

Prêts commerciaux

Lending limit: companies with regulatory capital of $25 million or less     

Capital réglementaire de vingt-cinq millions ou moins

461 Subject to section 462, a company that has twenty-five million dollars or less of regulatory capital shall not, and shall not permit its prescribed subsidiaries to, make or acquire a commercial loan or acquire control of a permitted entity that holds commercial loans if the aggregate value of all commercial loans held by the company and its prescribed subsidiaries exceeds, or the making or acquisition of the commercial loan or acquisition of control of the entity would cause the aggregate value of all commercial loans held by the company and its prescribed subsidiaries to exceed, 5 per cent of the total assets of the company.

    

461 Sous réserve de l’article 462, il est interdit à la société dont le capital réglementaire est de vingt-cinq millions de dollars ou moins — et celle-ci doit l’interdire à ses filiales réglementaires — de consentir ou d’acquérir des prêts commerciaux ou d’acquérir le contrôle d’une entité admissible qui détient de tels prêts lorsque le total de la valeur des prêts commerciaux détenus par elle et ses filiales réglementaires excède — ou excéderait de ce fait — cinq pour cent de son actif total.

1991, c. 45, s. 461; 1999, c. 28, s. 142; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 461; 1999, ch. 28, art. 142; 2001, ch. 9, art. 550.

Lending limit: regulatory capital over $25 million

     Capital réglementaire supérieur à vingt-cinq millions

462 A company that has twenty-five million dollars or less of regulatory capital that is controlled by a financial institution that has the equivalent of more than twenty-five million dollars of regulatory capital or a company that has more than twenty-five million dollars of regulatory capital may make or acquire commercial loans or acquire control of a permitted entity that holds commercial loans if the aggregate value of all commercial loans held by the company and its prescribed subsidiaries would thereby exceed the limit set out in section 461 only with the prior approval in writing of the Superintendent and in accordance with any terms and conditions that the Superintendent may specify.

    

462 La société dont le capital réglementaire est de vingt-cinq millions de dollars ou moins et qui est contrôlée par une institution financière dont le capital réglementaire est équivalent à plus de vingt-cinq millions de dollars ou la société dont le capital réglementaire est supérieur à vingt-cinq millions de dollars peut consentir ou acquérir des prêts commerciaux ou acquérir le contrôle d’une entité admissible qui détient de tels prêts lorsque le total de la valeur des prêts commerciaux détenus par elle et ses filiales réglementaires excéderait de ce fait cinq pour cent de son actif total pourvu qu’elle obtienne l’autorisation préalable écrite du surintendant et se conforme aux conditions que celui-ci peut fixer.

1991, c. 45, s. 462; 1999, c. 28, s. 143; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 462; 1999, ch. 28, art. 143; 2001, ch. 9, art. 550.

Meaning of total assets

    

Sens de actif total

463 For the purposes of sections 461 and 462, total assets, in respect of a company, has the meaning given to that expression by the regulations.

    

463 Pour l’application des articles 461 et 462, actif total s’entend, en ce qui a trait à une société, au sens prévu par les règlements.

1991, c. 45, s. 463; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 463; 2001, ch. 9, art. 550.

Real Property

    

Placements immobiliers

Limit on total property interest

    

Limite relative aux intérêts immobiliers

464 A company shall not, and shall not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any

    

464 Il est interdit à la société — et celle-ci doit l’interdire à ses filiales réglementaires — soit d’acquérir un intérêt immobilier, soit de faire des améliorations à un bien

 

Current to February 11, 2020

   286    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Real Property

  

Placements immobiliers

Sections 464-466

  

Articles 464-466

 

real property in which the company or any of its prescribed subsidiaries has an interest if the aggregate value of all interests of the company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed the prescribed percentage of the regulatory capital of the company.

 

    

  

immeuble dans lequel elle-même ou l’une de ses filiales réglementaires a un intérêt, si la valeur globale de l’ensemble des intérêts immobiliers qu’elle détient excède — ou excéderait de ce fait — le pourcentage réglementaire du capital réglementaire de la société.

1991, c. 45, s. 464; 2001, c. 9, s. 550.      1991, ch. 45, art. 464; 2001, ch. 9, art. 550.
Equities      Capitaux propres

Limits on equity acquisitions

    

Limites relatives à l’acquisition d’actions

465 A company shall not, and shall not permit its prescribed subsidiaries to,

 

(a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of a permitted entity in which the company has, or by virtue of the acquisition would have, a substantial investment, or

 

(b) acquire control of an entity that holds shares or ownership interests referred to in paragraph (a),

 

if the aggregate value of

 

(c) all participating shares, excluding participating shares of permitted entities in which the company has a substantial investment, and

 

(d) all ownership interests in unincorporated entities, other than ownership interests in permitted entities in which the company has a substantial investment,

 

beneficially owned by the company and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the company.

    

465 Il est interdit à la société — et celle-ci doit l’interdire à ses filiales réglementaires — de procéder aux opérations suivantes si la valeur globale des actions participantes, à l’exception des actions participantes des entités admissibles dans lesquelles elle détient un intérêt de groupe financier, et des titres de participation dans des entités non constituées en personne morale, à l’exception des titres de participation dans des entités admissibles dans lesquelles la société détient un intérêt de groupe financier, détenus par celle-ci et ses filiales réglementaires à titre de véritable propriétaire excède —ou excéderait de ce fait — le pourcentage réglementaire du capital réglementaire de la société :

 

a) acquisition des actions participantes d’une personne morale ou des titres de participation d’une entité non constituée en personne morale, à l’exception de l’entité admissible dans laquelle elle détient — ou détiendrait de ce fait — un intérêt de groupe financier;

 

b) prise de contrôle d’une entité qui détient des actions ou des titres de participation visés à l’alinéa a).

 

 

1991, c. 45, s. 465; 2001, c. 9, s. 550.

    

 

1991, ch. 45, art. 465; 2001, ch. 9, art. 550.

Aggregate Limit      Limite globale

Aggregate limit

    

Limite globale

466 A company shall not, and shall not permit its prescribed subsidiaries to,

 

(a) purchase or otherwise acquire

 

(i) participating shares of a body corporate, other than those of a permitted entity in which the company has, or by virtue of the acquisition would have, a substantial investment,

    

466 Il est interdit à la société — et celle-ci doit l’interdire à ses filiales réglementaires — de procéder aux opérations suivantes si la valeur globale de l’ensemble des actions participantes et des titres de participation visés aux sous-alinéas a)(i) et (ii) que détiennent à titre de véritable propriétaire la société et ses filiales réglementaires ainsi que des intérêts immobiliers de la société visés au sous-alinéa a)(iii) excède — ou excéderait de ce fait — le pourcentage réglementaire du capital réglementaire de la société :

 

Current to February 11, 2020

   287    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Aggregate Limit

  

Limite globale

Sections 466-468

  

Articles 466-468

 

(ii) ownership interests in an unincorporated entity, other than ownership interests in a permitted entity in which the company has, or by virtue of the acquisition would have, a substantial investment, or

 

(iii) interests in real property, or

 

(b) make an improvement to real property in which the company or any of its prescribed subsidiaries has an interest

 

if the aggregate value of

 

(c) all participating shares and ownership interests referred to in subparagraphs (a)(i) and (ii) that are beneficially owned by the company and its prescribed subsidiaries,

 

and

 

(d) all interests of the company in real property referred to in subparagraph (a)(iii)

 

exceeds, or the acquisition or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the company.

 

    

  

a) acquisition :

 

(i) des actions participantes d’une personne morale, à l’exception de l’entité admissible dans laquelle elle détient — ou détiendrait de ce fait — un intérêt de groupe financier,

 

(ii) des titres de participation dans une entité non constituée en personne morale, à l’exception des titres de participation dans une entité admissible dans laquelle elle détient — ou détiendrait de ce fait — un intérêt de groupe financier,

 

(iii) des intérêts immobiliers;

 

b) améliorations d’un immeuble dans lequel elle-même ou l’une de ses filiales réglementaires a un intérêt.

 

1991, c. 45, s. 466; 1997, c. 15, s. 393; 2001, c. 9, s. 550.      1991, ch. 45, art. 466; 1997, ch. 15, art. 393; 2001, ch. 9, art. 550.
Miscellaneous     

Divers

Regulations

    

Règlements

467 For the purposes of this Part, the Governor in Council may make regulations

    

467 Pour l’application de la présente partie, le gouverneur en conseil peut, par règlement :

(a) defining the interests of a company in real property;

    

a) définir les intérêts immobiliers de la société;

(b) determining the method of valuing those interests; or

    

b) déterminer le mode de calcul de la valeur de ces intérêts;

(c) exempting classes of companies from the application of sections 464, 465 and 466.

    

c) exempter certaines catégories de sociétés de l’application des articles 464, 465 et 466.

1991, c. 45, s. 467; 1997, c. 15, s. 394; 2001, c. 9, s. 550.      1991, ch. 45, art. 467; 1997, ch. 15, art. 394; 2001, ch. 9, art. 550.

Divestment order

    

Ordonnance de dessaisissement

468 (1) The Superintendent may, by order, direct a company to dispose of, within any period that the Superintendent considers reasonable, any loan, investment or interest made or acquired in contravention of this Part.

    

468 (1) Le surintendant peut, par ordonnance, exiger que la société se départisse, dans le délai qu’il estime convenable, de tout prêt ou placement effectué, ou intérêt acquis, en contravention avec la présente partie.

Divestment order

    

Ordonnance de dessaisissement

(2) If, in the opinion of the Superintendent,

 

(a) an investment by a company or any entity it controls in shares of a body corporate or in ownership

    

(2) Le surintendant peut, par ordonnance, obliger la société à prendre, dans le délai qu’il juge acceptable, les mesures nécessaires pour qu’elle se départisse du contrôle d’une personne morale ou d’une entité non

 

Current to February 11, 2020

   288    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Miscellaneous

  

Divers

Section 468

  

Article 468

 

interests in an unincorporated entity enables the company to control the body corporate or the unincorporated entity, or

 

(b) the company or any entity it controls has entered into an arrangement whereby it or its nominee may veto any proposal put before

 

(i) the board of directors of a body corporate, or

 

(ii) a similar group or committee of an unincorporated entity,

 

or whereby no proposal may be approved except with the consent of the company, the entity it controls or the nominee,

 

the Superintendent may, by order, require the company, within any period that the Superintendent considers reasonable, to do all things necessary to ensure that the company no longer controls the body corporate or unincorporated entity or has the ability to veto or otherwise defeat any proposal referred to in paragraph (b).

 

    

  

constituée en personne morale ou du droit de veto ou d’obstruction selon qu’il estime que, selon le cas :

 

a) le placement effectué par la société, ou une entité qu’elle contrôle, dans les actions d’une personne morale ou dans les titres de participation d’une entité non constituée en personne morale lui en confère le contrôle;

 

b) la société ou une entité qu’elle contrôle est partie à une entente permettant à elle ou à son délégué soit d’opposer son veto à toute proposition soumise au conseil d’administration d’une personne morale ou à un groupe similaire ou comité d’une entité non constituée en personne morale, soit d’en subordonner l’approbation à son propre consentement ou à celui de l’entité ou du délégué.

Divestment order

 

(3) If

 

(a) a company

 

(i) fails to provide or obtain within a reasonable time the undertakings referred to in subsection 455(1), (2) or (4), or

 

(ii) is in default of an undertaking referred to in subsection 455(1) or (2) and the default is not remedied within ninety days after the day of receipt by the company of a notice from the Superintendent of the default, or

 

(b) a permitted entity referred to in subsection 455(4) is in default of an undertaking referred to in that subsection and the default is not remedied within ninety days after the day of receipt by the company of a notice from the Superintendent of the default,

 

the Superintendent may, by order, require the company, within any period that the Superintendent considers reasonable, to do all things necessary to ensure that the company no longer has a substantial investment in the entity to which the undertaking relates.

    

Ordonnance de dessaisissement

 

(3) Le surintendant peut, par ordonnance, obliger la société à prendre, dans le délai qu’il juge acceptable, les mesures nécessaires pour qu’elle se départisse de l’intérêt de groupe financier qu’elle détient dans une entité dans les cas suivants :

 

a) elle omet de donner ou d’obtenir dans un délai acceptable les engagements visés aux paragraphes 455(1), (2) ou (4);

 

b) elle ne se conforme pas aux engagements visés aux paragraphes 455(1) ou (2) et ne remédie pas à l’inobservation dans les quatre-vingt-dix jours de la date de réception de l’avis du surintendant relatif à l’inobservation;

 

c) une entité admissible visée au paragraphe 455(4) ne se conforme pas à l’engagement visé à ce paragraphe et ne remédie pas à l’inobservation dans les quatre-vingt-dix jours de la date de réception de l’avis du surintendant relatif à l’inobservation.

Exception

    

Exception

(4) Subsection (2) does not apply in respect of an entity in which a company has a substantial investment permitted by this Part.

    

(4) Le paragraphe (2) ne s’applique pas à l’entité dans laquelle la société détient un intérêt de groupe financier autorisé au titre de la présente partie.

1991, c. 45, s. 468; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 468; 2001, ch. 9, art. 550.

 

Current to February 11, 2020

   289    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Miscellaneous

  

Divers

Sections 469-470

  

Articles 469-470

 

Deemed temporary investment

 

    

  

Placements réputés provisoires

469 If a company controls or has a substantial investment in an entity as permitted by this Part and the company becomes aware of a change in the business or affairs of the entity that, if the change had taken place before the acquisition of control or of the substantial investment, would have caused the entity not to be a permitted entity or would have been such that approval for the acquisition would have been required under subsection 453(5) or (6), the company is deemed to have acquired, on the day the company becomes aware of the change, a temporary investment in respect of which section 456 applies.

    

469 Dans le cas où elle contrôle une entité ou détient un intérêt de groupe financier dans celle-ci en conformité avec la présente partie et qu’elle constate dans l’activité commerciale ou les affaires internes de l’entité un changement qui, s’il était survenu antérieurement à l’acquisition du contrôle ou de l’intérêt, aurait fait en sorte qu’un agrément aurait été nécessaire pour l’acquisition du contrôle ou de l’intérêt en vertu des paragraphes 453(5) ou (6) ou que l’entité aurait cessé d’être admissible, la société est réputée avoir effectué le placement provisoire auquel l’article 456 s’applique le jour même où elle apprend le changement.

1991, c. 45, s. 469; 1997, c. 15, s. 395; 2001, c. 9, s. 550.

    

1991, ch. 45, art. 469; 1997, ch. 15, art. 395; 2001, ch. 9, art. 550.

Asset transactions

    

Opérations sur l’actif

470 (1) A company shall not, and shall not permit its subsidiaries to, without the approval of the Superintendent, acquire assets from a person or transfer assets to a person if

    

470 (1) Il est interdit à la société — et celle-ci doit l’interdire à ses filiales — sans l’agrément du surintendant, d’acquérir des éléments d’actif auprès d’une personne ou de céder des éléments d’actif à une personne si :

A + B > C      A + B > C

where

    

où :

A  is the value of the assets;

    

A  représente la valeur des éléments d’actif;

B   is the total value of all assets that the company and its subsidiaries acquired from or transferred to that person in the twelve months ending immediately before the acquisition or transfer; and

    

B   la valeur de tous les éléments d’actif que la société et ses filiales ont acquis auprès de cette personne ou cédés à celle-ci pendant la période de douze mois précédant la date d’acquisition ou de cession;

C  is ten per cent of the total value of the assets of the company, as shown in the last annual statement of the company prepared before the acquisition or transfer.

    

C  dix pour cent de la valeur totale de l’actif de la société figurant dans le dernier rapport annuel établi avant la date d’acquisition ou de cession.

Approval of series of transactions

    

Agrément dans le cadre d’une ou de plusieurs opérations

(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.

    

(1.1) Le surintendant peut, pour l’application du paragraphe (1), agréer une opération ou une série d’opérations liée à l’acquisition ou à la cession d’éléments d’actif pouvant être conclue avec une personne ou avec plusieurs personnes faisant partie d’une catégorie déterminée, qu’elles soient connues ou non au moment de l’octroi de l’agrément.

Exceptions

    

Exceptions

(2) Subsection (1) does not apply in respect of     

(2) Le paragraphe (1) ne s’applique pas :

(a) an asset that is a debt obligation referred to in sub-paragraphs (b)(i) to (v) of the definition commercial loan in subsection 449(1);

    

a) aux éléments d’actif qui consistent en titres de créance visés aux sous-alinéas b)(i) à (v) de la définition de prêt commercial au paragraphe 449(1);

(b) assets acquired or transferred under a transaction or series of transactions by the company with another financial institution as a result of the company’s

    

b) aux éléments d’actif acquis ou cédés dans le cadre d’une opération ou d’une série d’opérations intervenue entre la société et une autre institution financière à la

 

Current to February 11, 2020

   290    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Miscellaneous

  

Divers

Section 470

  

Article 470

 

participation in one or more syndicated loans with that financial institution;

 

(c) assets purchased or sold under a sale agreement that is approved by the Minister under section 241;

 

(d) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 453(5) is required or the approval of the Superintendent under subsection 453(6) is required;

 

(e) assets that are acquired or transferred under a transaction that has been approved by the Minister under subsection 678(1) of the Bank Act or subsection 715(1) of the Insurance Companies Act;

 

(f) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 482(3); or

 

(g) assets acquired or disposed of with the approval of the Superintendent under subsection 482(4).

 

    

  

suite de la participation de la société et de l’institution à la syndication de prêts;

 

c) aux éléments d’actif achetés ou vendus dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 241;

 

d) aux actions ou aux titres de participation d’une entité dans un cas où l’agrément du ministre est requis dans le cadre de la partie VII ou du paragraphe 453(5) ou dans un cas où l’agrément du surintendant est requis dans le cadre du paragraphe 453(6);

 

e) aux éléments d’actif acquis ou cédés dans le cadre d’une opération approuvée par le ministre en vertu du paragraphe 678(1) de la Loi sur les banques ou du paragraphe 715(1) de la Loi sur les sociétés d’assurances;

 

f) aux éléments d’actif, autres que des biens immeubles, acquis ou aliénés conformément à des arrangements approuvés par le surintendant dans le cadre du paragraphe 482(3);

 

g) aux éléments d’actif acquis ou aliénés avec l’agrément du surintendant dans le cadre du paragraphe 482(4).

(3) [Repealed, 2007, c. 6, s. 374]

 

Value of assets

 

(4) For the purposes of “A” in subsection (1), the value of the assets is

 

(a) in the case of assets that are acquired, the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which will be included in the annual statement of the company after the acquisition, the fair market value of the assets; and

 

(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the company prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 313(4), immediately before the transfer.

    

(3) [Abrogé, 2007, ch. 6, art. 374]

 

Calcul de la valeur des éléments d’actif

 

(4) Pour le calcul de l’élément A de la formule figurant au paragraphe (1), la valeur des éléments d’actif est :

 

a) dans le cas où les éléments sont acquis, leur prix d’achat ou, s’il s’agit d’actions ou de titres de participation d’une entité dont les éléments d’actif figureront au rapport annuel de la société après l’acquisition, la juste valeur marchande de ces éléments d’actif;

 

b) dans le cas où les éléments sont cédés, la valeur des éléments qui est visée au dernier rapport annuel de la société établi avant la cession ou, si la valeur n’est pas visée à ce rapport, la valeur qui serait visée au dernier rapport si celui-ci avait été établi avant la cession selon les principes comptables visés au paragraphe 313(4).

Total value of all assets

 

(5) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has acquired during the period of twelve months referred to in subsection (1) is the purchase price of the assets or, if

    

Sens de valeur de tous les éléments d’actif

 

(5) Pour l’application du paragraphe (1), la valeur de tous les éléments d’actif acquis par une société et ses filiales au cours de la période de douze mois visée au paragraphe (1) est leur prix d’achat ou, s’il s’agit d’actions

 

Current to February 11, 2020

   291    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART IX Investments

  

PARTIE IX Placements

Miscellaneous

  

Divers

Sections 470-472

  

Articles 470-472

 

the assets are shares of, or ownership interests in, an entity the assets of which immediately after the acquisition were included in the annual statement of the company, the fair market value of the assets of the entity at the date of the acquisition.

 

    

  

ou de titres de participation d’une entité dont les éléments d’actif figureront au rapport annuel de la société après l’acquisition, la juste valeur marchande de ces éléments d’actif à la date d’acquisition.

Total value of all assets

 

(6) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the company prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 313(4), immediately before the transfer of the asset.

 

1991, c. 45, s. 470; 1997, c. 15, s. 396; 2001, c. 9, s. 550; 2007, c. 6, s. 374.

    

Valeur de tous les éléments d’actif

 

(6) Pour l’application du paragraphe (1), la valeur de tous les éléments d’actif cédés par une société et ses filiales au cours de la période de douze mois visée au paragraphe (1) est le total de la valeur de chacun de ces éléments qui est visée au dernier rapport annuel de la société établi avant la cession de l’élément ou, si elle n’est pas visée à ce rapport, qui serait visée au dernier rapport si celui-ci avait été établi avant la cession selon les principes comptables visés au paragraphe
313(4).

 

1991, ch. 45, art. 470; 1997, ch. 15, art. 396; 2001, ch. 9, art. 550; 2007, ch. 6, art. 374.

Transitional

 

471 Nothing in this Part requires

 

(a) the termination of a loan made before February 7, 2001;

 

(b) the termination of a loan made after that date as a result of a commitment made before that date;

 

(c) the disposal of an investment made before that date; or

 

(d) the disposal of an investment made after that date as a result of a commitment made before that date.

 

But if the loan or investment would be precluded or limited by this Part, the amount of the loan or investment may not, except as provided in subsections 456(2), 457(3) and 458(3), be increased after that date.

 

1991, c. 45, s. 471; 2001, c. 9, s. 550.

    

Dispositions transitoires

 

471 La présente partie n’a pas pour effet d’entraîner :

 

a) l’annulation d’un prêt consenti avant le 7 février 2001;

 

b) l’annulation d’un prêt consenti après cette date mais résultant d’un engagement de prêt pris avant cette date;

 

c) l’obligation de disposer d’un placement fait avant cette date;

 

d) l’obligation de disposer d’un placement fait après cette date mais résultant d’un engagement pris avant cette date;

 

cependant, après cette date, le montant du prêt ou du placement qui se trouve être interdit ou limité par la présente partie ne peut être augmenté, sauf disposition contraire des paragraphes 456(2), 457(3) et 458(3).

 

1991, ch. 45, art. 471; 2001, ch. 9, art. 550.

Saving

 

472 A loan or investment referred to in section 471 is deemed not to be prohibited by the provisions of this Part.

    

Non-interdiction

 

472 Le prêt ou placement visé à l’article 471 est réputé ne pas être interdit par la présente partie.

 

Current to February 11, 2020

   292    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART X Adequacy of Capital and Liquidity

  

PARTIE X Capital et liquidités

Section 473

  

Article 473

 

PART X

 

Adequacy of Capital and Liquidity

 

    

  

PARTIE X

 

Capital et liquidités

Adequacy of capital and liquidity

 

473 (1) A company shall, in relation to its operations, maintain

 

(a) adequate capital, and

 

(b) adequate and appropriate forms of liquidity,

 

and shall comply with any regulations in relation thereto.

    

Capital et liquidités suffisants

 

473 (1) La société est tenue de maintenir, pour son fonctionnement, un capital suffisant ainsi que des formes de liquidité suffisantes et appropriées, et de se conformer à tous les règlements relatifs à cette exigence.

Regulations and guidelines

 

(2) The Governor in Council may make regulations and the Superintendent may make guidelines respecting the maintenance by companies of adequate capital and adequate and appropriate forms of liquidity.

    

Règlements et lignes directrices

 

(2) Le gouverneur en conseil peut prendre des règlements et le surintendant donner des lignes directrices concernant l’exigence formulée au paragraphe (1).

Directives

 

(3) Notwithstanding that a company is complying with regulations or guidelines made under subsection (2), the Superintendent may, by order, direct the company

 

(a) to increase its capital; or

 

(b) to provide additional liquidity in such forms and amounts as the Superintendent may require.

    

Ordonnance du surintendant

 

(3) Même si la société se conforme aux règlements et aux lignes directrices visés au paragraphe (2), le surintendant peut, par ordonnance, lui enjoindre d’augmenter son capital ou de prévoir les formes et montants supplémentaires de liquidité qu’il estime indiqués.

Compliance

 

(4) A company shall comply with an order made under subsection (3) within such time as the Superintendent specifies therein.

    

Idem

 

(4) La société est tenue de se conformer à l’ordonnance visée au paragraphe (3) dans le délai que lui fixe le surintendant.

Notice of value

 

(5) Where an appraisal of any asset held by a company or any of its subsidiaries has been made by the Superintendent and the value determined by the Superintendent to be the appropriate value of the asset varies materially from the value placed by the company or subsidiary on the asset, the Superintendent shall send to the company, the auditor of the company and the audit committee of the company a written notice of the appropriate value of the asset as determined by the Superintendent.

 

1991, c. 45, s. 473; 1996, c. 6, s. 120.

    

Avis de la juste valeur

 

(5) Lorsque la valeur qu’il a déterminée pour un élément de l’actif de la société ou de l’une de ses filiales comme étant sa juste valeur diffère de façon marquée de celle attribuée par la société ou la filiale, le surintendant la notifie par écrit à la société, à son vérificateur et à son comité de vérification.

 

1991, ch. 45, art. 473; 1996, ch. 6, art. 120.

 

Current to February 11, 2020

   293    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Sections 473.1-474

  

Articles 473.1-474

 

PART XI

 

Self-dealing

 

Interpretation and Application

 

    

  

PARTIE XI

 

Opérations avec apparentés

 

Interprétation et application

Definition of senior officer

 

473.1 For the purposes of this Part, a senior officer of a body corporate is a person who is

 

(a) a director of the body corporate who is a full-time employee of the body corporate;

 

(b) the chief executive officer, chief operating officer, president, secretary, treasurer, controller, chief financial officer, chief accountant, chief auditor or chief actuary of the body corporate;

 

(c) a natural person who performs functions for the body corporate similar to those performed by a person referred to in paragraph (b);

 

(d) the head of the strategic planning unit of the body corporate;

 

(e) the head of the unit of the body corporate that provides legal services or human resources services to the body corporate; or

 

(f) any other officer reporting directly to the body corporate’s board of directors, chief executive officer or chief operating officer.

 

1997, c. 15, s. 397.

    

Définition de cadre dirigeant

 

473.1 Pour l’application de la présente partie, cadre dirigeant d’une personne morale s’entend :

 

a) de l’administrateur de la personne morale qui est un employé de celle-ci;

 

b) de la personne exerçant les fonctions de premier dirigeant, de directeur de l’exploitation, de président, de secrétaire, de trésorier, de contrôleur, de directeur financier, de comptable en chef, de vérificateur en chef ou d’actuaire en chef de la personne morale;

 

c) de toute personne physique exerçant pour la personne morale des fonctions semblables à celles qui sont visées à l’alinéa b);

 

d) du chef du groupe de planification stratégique de la personne morale;

 

e) du chef du service juridique ou du service des ressources humaines de la personne morale;

 

f) de tout autre dirigeant relevant directement du conseil d’administration, du premier dirigeant ou du directeur de l’exploitation de la personne morale.

 

1997, ch. 15, art. 397.

Related party of company

 

474 (1) For the purposes of this Part, a person is a related party of a company where the person

 

(a) is a person who has a significant interest in a class of shares of the company;

 

(b) is a director or senior officer of the company or of a body corporate that controls the company or is acting in a similar capacity in respect of an unincorporated entity that controls the company;

 

(c) is the spouse or common-law partner, or a child who is less than eighteen years of age, of a person described in paragraph (a) or (b);

 

(d) is an entity that is controlled by a person referred to in any of paragraphs (a) to (c);

 

(e) is an entity in which a person who controls the company has a substantial investment;

    

Apparentés

 

474 (1) Pour l’application de la présente partie, est apparentée à la société la personne qui, selon le cas :

 

a) a un intérêt substantiel dans une catégorie d’actions de celle-ci;

 

b) est un administrateur ou un cadre dirigeant de la société, ou d’une personne morale qui la contrôle, ou exerce des fonctions similaires à l’égard d’une entité non constituée en personne morale qui contrôle la société;

 

c) est l’époux ou conjoint de fait — ou un enfant de moins de dix-huit ans — d’une des personnes visées aux alinéas a) et b);

 

d) est une entité contrôlée par une personne visée à l’un des alinéas a) à c);

 

Current to February 11, 2020

   294    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Interpretation and Application

  

Interprétation et application

Section 474

  

Article 474

 

(f) is an entity in which the spouse or common-law partner, or a child who is less than eighteen years of age, of a person who controls the company has a substantial investment; or

 

(g) is a person, or a member of a class of persons, designated under subsection (3) or (4) as, or deemed under subsection (5) to be, a related party of the company.

 

(h) [Repealed, 1997, c. 15, s. 398]

 

    

  

e) est une entité dans laquelle une personne qui contrôle la société a un intérêt de groupe financier;

 

f) est une entité dans laquelle l’époux ou conjoint de fait — ou un enfant de moins de dix-huit ans — d’une personne qui contrôle la société a un intérêt de groupe financier;

 

g) est une personne, ou appartient à une catégorie de personnes, désignée — au titre des paragraphes (3) ou (4) — ou considérée — au titre du paragraphe (5) — comme telle.

 

h) [Abrogé, 1997, ch. 15, art. 398]

Exception — subsidiaries and substantial investments of companies

 

(2) If an entity in which a company has a substantial investment would, but for this subsection, be a related party of the company only because a person who controls the company controls the entity or has a substantial investment in the entity, and the person does not control the entity or have a substantial investment in the entity otherwise than through the person’s controlling interest in the company, the entity is not a related party of the company.

    

Exception — filiales et sociétés avec intérêt de groupe financier

 

(2) L’entité dans laquelle une société a un intérêt de groupe financier n’est toutefois pas apparentée à la société du seul fait qu’une personne qui contrôle la société contrôle également l’entité ou a dans l’entité un intérêt de groupe financier, pourvu que cette personne n’exerce de contrôle ou n’ait un intérêt de groupe financier que parce qu’elle contrôle la société.

Designated related party

 

(3) For the purposes of this Part, the Superintendent may, with respect to a particular company, designate as a related party of the company

 

(a) any person or class of persons whose direct or indirect interest in or relationship with the company or a related party of the company might reasonably be expected to affect the exercise of the best judgment of the company in respect of a transaction; or

 

(b) any person who is a party to any agreement, commitment or understanding referred to in section 9 if the company referred to in that section is the particular company.

    

Désignation d’apparentés

 

(3) Pour l’application de la présente partie, le surintendant peut, à l’égard d’une société donnée, désigner comme apparentée :

 

a) toute personne ou catégorie de personnes dont l’intérêt direct ou indirect dans la société ou une partie qui lui est apparentée, ou la relation avec elles, est vraisemblablement de nature à influencer l’exercice du jugement de la société concernant une opération;

 

b) toute personne partie à l’entente, l’accord ou l’engagement prévu à l’article 9 si la société mentionnée à cet article est la société en question.

Idem

 

(4) Where a person is designated as a related party of a company pursuant to subsection (3), the Superintendent may also designate any entity in which the person has a substantial investment and any entity controlled by such an entity to be a related party of the company.

    

Idem

 

(4) Le surintendant peut aussi désigner comme apparentées toutes les entités dans lesquelles la personne qu’il a désignée comme apparentée a un intérêt de groupe financier, ainsi que toutes les entités qu’elles contrôlent.

Deemed related party

 

(5) Where, in contemplation of a person becoming a related party of a company, the company enters into a transaction with the person, the person is deemed for the

    

Présomption

 

(5) La personne avec laquelle la société effectue une opération par laquelle elle lui deviendra apparentée est réputée, pour l’application de la présente partie, lui être apparentée en ce qui touche l’opération.

 

Current to February 11, 2020

   295    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Interpretation and Application

  

Interprétation et application

Sections 474-475

  

Articles 474-475

 

 

purposes of this Part to be a related party of the company in respect of that transaction.

 

    

 

Holders of exempted shares

 

(6) The Superintendent may, by order, designate a class of non-voting shares of a company for the purpose of this subsection. If a class of non-voting shares of a company is so designated, a person is deemed, notwithstanding paragraph (1)(a), not to be a related party of the company if the person would otherwise be a related party of the company only because the person has a significant interest in that class.

   

Exemption

 

(6) Le surintendant peut, par ordonnance, désigner une catégorie d’actions sans droit de vote pour l’application du présent paragraphe. Le cas échéant, une personne est réputée, par dérogation à l’alinéa (1)a), ne pas être apparentée à la société si elle lui est par ailleurs apparentée en raison uniquement du fait qu’elle détient un intérêt substantiel dans cette catégorie d’actions.

Determination of substantial investment

 

(7) For the purpose of determining whether an entity or a person has a substantial investment for the purposes of paragraph (1)(e) or (f), the references to “control” and “controlled” in section 10 shall be construed as references to “control, within the meaning of section 3, determined without regard to paragraph 3(1)(d)” and “controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d)”, respectively.

   

Intérêt de groupe financier

 

(7) Lorsqu’il s’agit de déterminer si une personne ou une entité détient un intérêt de groupe financier pour l’application des alinéas (1)e) ou f), la mention de « contrôle » à l’article 10 vaut mention de « contrôle », au sens de l’article 3, abstraction faite de l’alinéa 3(1)d).

Determination of control

 

(8) For the purposes of paragraph (1)(d), “controlled” means “controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d)”.

   

Contrôle

 

(8) Pour l’application de l’alinéa (1)d), « contrôlée » s’entend au sens de l’article 3, abstraction faite de l’alinéa

3(1)d).

1991, c. 45, s. 474; 1997, c. 15, s. 398; 2000, c. 12, s. 302.

   

1991, ch. 45, art. 474; 1997, ch. 15, art. 398; 2000, ch. 12, art. 302.

Non-application of Part

 

475 (1) This Part does not apply in respect of any transaction entered into prior to the coming into force of this Part but, after the coming into force of this Part, any modification of, addition to, or renewal or extension of a prior transaction is subject to this Part.

   

Cas de non-application

 

475 (1) La présente partie ne vise pas les opérations antérieures à son entrée en vigueur; elle s’applique toutefois à leurs modifications, adjonctions, renouvellements ou prorogations postérieures à celle-ci.

Idem

 

(2) This Part does not apply in respect of

   

Idem

 

(2) La présente partie ne s’applique pas :

(a) money or other assets held in trust, other than guaranteed trust money and assets held in respect thereof;

   

a) aux fonds ou autres éléments d’actif détenus en fiducie, à l’exception des fonds en fiducie garantie ou éléments d’actif détenus à leur égard;

(b) the issue of shares of any class of shares of a company when fully paid for in money or when issued

   

b) à l’émission par la société d’actions de toute catégorie si celles-ci ont été totalement libérées en numéraire ou si l’émission a été effectuée, selon le cas :

(i) in accordance with any provisions for the conversion of other issued and outstanding securities of the company into shares of that class of shares,

   

(i) conformément aux dispositions prévoyant la conversion d’autres valeurs mobilières émises et en circulation en actions de cette catégorie,

(ii) as a share dividend,

   

(ii) à titre de dividende,

(iii) in exchange for shares of a body corporate that has been continued as a company under Part III,

   

 

Current to February 11, 2020

   296    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Interpretation and Application

  

Interprétation et application

Section 475    Article 475

 

   

(iii) en échange d’actions d’une personne morale prorogée comme société sous le régime de la partie III,

(iv) in accordance with the terms of an amalgamation under Part VI,

 

    

 

(iv) conformément aux modalités d’une fusion réalisée dans le cadre de la partie VI,

(v) by way of consideration in accordance with the terms of a sale agreement under Part VI, or

   

(v) à titre de contrepartie, conformément aux conditions énoncées dans un contrat de vente conclu aux termes de la partie VI,

(vi) with the approval in writing of the Superintendent, in exchange for shares of another body corporate;

   

(vi) avec l’agrément écrit du surintendant, en échange d’actions d’une autre personne morale;

(c) the payment of dividends by a company;

   

c) au paiement de dividendes par la société;

(d) transactions that consist of the payment or provision by a company to persons who are related parties of the company of salaries, fees, stock options, pension benefits, incentive benefits or other benefits or remuneration in their capacity as directors, officers or employees of the company;

   

d) aux opérations consistant en le paiement ou la remise par la société à des apparentés de salaires, d’honoraires, de prestations de retraite, d’options de souscription à des actions, de primes d’encouragement ou de tout autre avantage ou rémunération à titre d’administrateurs, de dirigeants ou d’employés de la société;

(e) transactions approved by the Minister under subsection 678(1) of the Bank Act or subsection 715(1) of the Insurance Companies Act; or

   

e) aux opérations approuvées par le ministre dans le cadre du paragraphe 678(1) de la Loi sur les banques ou du paragraphe 715(1) de la Loi sur les sociétés d’assurances;

(f) if a company is controlled by a widely held bank holding company or a widely held insurance holding company, transactions approved by the Superintendent that are entered as part of, or in the course of, a restructuring of the holding company or of any entity controlled by it.

   

f) si la société est contrôlée par une société de portefeuille bancaire ou une société de portefeuille d’assurances à participation multiple, aux opérations approuvées par le surintendant qui sont conclues dans le cadre d’une restructuration de la société de portefeuille ou d’une entité qu’elle contrôle.

Exception

 

(3) Nothing in paragraph (2)(d) exempts from the application of this Part the payment by a company of fees or other remuneration to a person for

   

Exception

 

(3) L’alinéa (2)d) n’a pas pour effet de soustraire à l’application de la présente partie la rémunération :

(a) the provision of services referred to in paragraph 483(1)(a); or

   

a) pour la prestation de services dans le cas visé à l’alinéa 483(1)a);

(b) duties outside the ordinary course of business of the company.

   

b) pour les fonctions accomplies en dehors du cadre normal de l’activité commerciale de la société.

Exception for holding body corporate

 

(4) A holding body corporate of a company is not a related party of a company if the holding body corporate is a Canadian financial institution that is referred to in any of paragraphs (a) to (d) of the definition “financial institution” in section 2.

   

Société mère — exception

 

(4) La société mère de la société n’est pas apparentée à celle-ci si la société mère est une institution financière canadienne visée aux alinéas a) à d) de la définition de « institution financière » à l’article 2.

 

Current to February 11, 2020

   297    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Interpretation and Application

  

Interprétation et application

Sections 475-477    Articles 475-477

 

Substantial investment — related party exception

 

(5) Where a holding body corporate of a company is, because of subsection (4), not a related party of the company, any entity in which the holding body corporate has a substantial investment is not a related party of the company if no related party of the company has a substantial investment in the entity otherwise than through the control of the holding body corporate.

 

    

 

Exception

 

(5) Dans les cas où, en raison du paragraphe (4), une société mère n’est pas apparentée à la société, l’entité dans laquelle une société mère a un intérêt de groupe financier n’est pas apparentée à la société si aucun apparenté de la société n’a un intérêt de groupe financier dans l’entité autrement que par l’effet du contrôle de la société mère.

1991, c. 45, s. 475, c. 48, s. 493; 1997, c. 15, s. 399; 2001, c. 9, s. 551.

   

1991, ch. 45, art. 475, ch. 48, art. 493; 1997, ch. 15, art. 399; 2001, ch. 9, art. 551.

Meaning of “transaction”

 

476 (1) For the purposes of this Part, entering into a transaction with a related party of a company includes

   

Sens de opération

 

476 (1) Pour l’application de la présente partie, sont assimilés à une opération avec un apparenté :

(a) making a guarantee on behalf of the related party;

   

a) la garantie consentie en son nom;

(b) making an investment in any securities of the related party;

   

b) le placement effectué dans ses valeurs mobilières;

(c) taking an assignment of or otherwise acquiring a loan made by a third party to the related party; and

   

c) l’acquisition, notamment par cession, d’un prêt consenti à celui-ci par un tiers;

(d) taking a security interest in the securities of the related party.

   

d) la constitution d’une sûreté sur ses valeurs mobilières.

Interpretation

 

(2) For the purposes of this Part, the fulfilment of an obligation under the terms of any transaction, including the payment of interest on a loan or deposit, is part of the transaction, and not a separate transaction.

   

Interprétation

 

(2) Pour l’application de la présente partie, l’exécution d’une obligation liée à une opération, y compris le paiement d’intérêts sur un prêt ou un dépôt, fait partie de celle-ci et ne constitue pas une opération distincte.

Meaning of loan

 

(3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee.

   

Sens de prêt

 

(3) Pour l’application de la présente partie, sont assimilés à un prêt, le dépôt, le crédit-bail, le contrat de vente conditionnelle, la convention de rachat et toute autre entente similaire en vue d’obtenir des fonds ou du crédit, à l’exception du placement dans des valeurs mobilières et de la signature d’une acceptation, d’un endossement ou d’une autre garantie.

Security of a related party

 

(4) For the purposes of this Part, security of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time.

   

Titre ou valeur mobilière d’un apparenté

 

(4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par tradition ou transfert qui permet d’exiger la livraison d’un nombre précis d’actions à un prix et dans un délai déterminés.

1991, c. 45, s. 476; 2007, c. 6, s. 375.

   

1991, ch. 45, art. 476; 2007, ch. 6, art. 375.

Prohibited Related Party Transactions     Opérations interdites

Prohibited transactions

 

477 (1) Except as provided in this Part, a company shall not, directly or indirectly, enter into any transaction with a related party of the company.

   

Opérations interdites

 

477 (1) Sauf disposition contraire de la présente partie, il est interdit à la société d’effectuer une opération avec un apparenté, que ce soit directement ou indirectement.

 

Current to February 11, 2020

   298    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Prohibited Related Party Transactions

  

Opérations interdites

Sections 477-480    Articles 477-480

 

Transaction of entity

 

(2) Without limiting the generality of subsection (1), a company is deemed to have indirectly entered into a transaction in respect of which this Part applies where the transaction is entered into by an entity that is controlled by the company.

 

    

 

Présomption

 

(2) Il est entendu que la société est réputée avoir indirectement effectué une opération régie par la présente partie si l’opération a été effectuée par une entité contrôlée par elle.

Exception

 

(3) Subsection (2) does not apply where an entity that is controlled by a company is a financial institution incorporated or formed under the laws of a province and is subject to regulation and supervision, satisfactory to the Minister, regarding transactions with related parties of the company.

   

Exception

 

(3) Le paragraphe (2) ne s’applique pas à l’entité, contrôlée par la société, qui est une institution financière constituée en personne morale ou formée sous le régime d’une loi provinciale et qui est assujettie à une réglementation et à une supervision, en matière d’opérations avec les apparentés, que le ministre juge satisfaisantes.

Idem

 

(4) Subsection (2) does not apply in respect of transactions entered into by an entity that is controlled by a company if the transaction is a prescribed transaction or is one of a class of prescribed transactions.

   

Idem

 

(4) Le paragraphe (2) ne s’applique pas aux opérations qui sont prévues par règlement ou appartiennent à une catégorie réglementaire.

Permitted Related Party Transactions     Opérations permises

Nominal value transactions

 

478 Notwithstanding anything in this Part, a company may enter into a transaction with a related party of the company if the value of the transaction is nominal or immaterial to the company when measured by criteria that have been established by the conduct review committee of the company and approved in writing by the Superintendent.

   

Opérations à valeur peu importante

 

478 Par dérogation aux autres dispositions de la présente partie, est permise toute opération ayant une valeur peu importante selon les critères d’évaluation établis par le comité de révision de la société et agréés par écrit par le surintendant.

Secured loans

 

479 A company may make a loan to or a guarantee on behalf of a related party of the company or take an assignment of or otherwise acquire a loan to a related party of the company if

   

Prêts garantis

 

479 La société peut consentir un prêt à un apparenté ou acquérir un prêt, notamment par cession, consenti à ce dernier ou consentir une garantie en son nom, si :

(a) the loan or guarantee is fully secured by securities of or guaranteed by the Government of Canada or the government of a province; or

   

a) le prêt ou la garantie est entièrement garanti par soit des titres du gouvernement du Canada ou d’une province, soit des titres garantis par lui;

(b) the loan is a loan permitted by section 418 made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party.

   

b) le prêt est autorisé au titre de l’article 418 et est consenti à un apparenté qui est une personne physique contre la garantie d’une hypothèque sur sa résidence principale.

Deposits

 

480 A company may enter into a transaction with a related party of the company if the transaction consists of a deposit by the company with a financial institution that is a direct clearer or a member of a clearing group under

   

Dépôts

 

480 Est également permise l’opération consistant en un dépôt effectué, pour compensation, par la société auprès d’une institution financière qui est un adhérent ou un membre d’un groupe de compensation aux termes des

 

Current to February 11, 2020

   299    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Sections 480-482    Articles 480-482

 

the by-laws of the Canadian Payments Association and the deposit is made for clearing purposes.

 

    

 

règlements administratifs de l’Association canadienne des paiements.

Borrowing, etc., from related party

 

481 A company may borrow money from, take deposits from, or issue debt obligations to, a related party of the company.

   

Emprunt auprès d’un apparenté

 

481 La société peut emprunter de l’argent à un apparenté, en recevoir des dépôts ou lui émettre des titres de créance.

Acquisition of assets

 

482 (1) A company may purchase or otherwise acquire from a related party of the company

   

Acquisition d’éléments d’actif

 

482 (1) La société peut acquérir d’un apparenté des titres du gouvernement du Canada ou d’une province ou des titres garantis par lui, ou des éléments d’actif entièrement garantis par de tels titres, ou encore des produits utilisés dans le cadre normal de son activité commerciale.

(a) securities of, or securities guaranteed by, the Government of Canada or the government of a province;

   

(b) assets fully secured by securities of, or securities guaranteed by, the Government of Canada or the government of a province; or

   

(c) goods for use in the ordinary course of business.

   

Sale of assets

 

(2) Subject to section 470, a company may sell any assets of the company to a related party of the company if

   

Vente d’éléments d’actif

 

(2) Sous réserve de l’article 470, la société peut vendre des éléments d’actif à un apparenté dans les cas suivants :

(a) the consideration for the assets is fully paid in money; and

   

a) la contrepartie est entièrement payée en argent;

(b) there is an active market for those assets.

   

b) il existe pour ces éléments d’actif un marché actif.

Asset transactions with financial institutions

 

(3) Notwithstanding any of the provisions of subsections (1) and (2), a company may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the company that is a financial institution.

   

Opérations effectuées avec des institutions financières

 

(3) La société peut, par dérogation aux paragraphes (1) et (2), dans le cadre normal de son activité commerciale et conformément à des arrangements approuvés par écrit par le surintendant, acquérir des éléments d’actif, autres que des biens immeubles, d’un apparenté qui est une institution financière ou les aliéner en sa faveur.

Asset transactions in restructuring

 

(4) Notwithstanding any of the provisions of subsections (1) and (2), a company may acquire any assets from, or dispose of any assets to, a related party of the company as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent.

   

Opérations dans le cadre d’une restructuration

 

(4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la société peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou les aliéner en sa faveur.

Goods or space for use in business

 

(5) A company may lease assets

   

Location de produits ou locaux

 

(5) Si la contrepartie est payée en argent, la société peut :

(a) from a related party of the company for use in the ordinary course of business of the company, or

   

a) soit prendre à bail d’un apparenté des éléments d’actif qu’elle utilise dans le cadre normal de son activité commerciale;

(b) to a related party of the company,

   

 

Current to February 11, 2020

   300    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Sections 482-483    Articles 482-483

 

if the lease payments are made in money.

 

    

 

b) soit lui donner à bail des éléments d’actif.

Approval under section 241

 

(6) A company may acquire any assets from, or dispose of any assets to, a related party of the company under a sale agreement that is approved by the Minister under section 241.

   

Approbation : article 241

 

(6) Une société peut acquérir des éléments d’actif d’un apparenté ou les aliéner en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 241.

1991, c. 45, s. 482; 2007, c. 6, s. 376.

   

1991, ch. 45, art. 482; 2007, ch. 6, art. 376.

Services

 

483 (1) A company may enter into a transaction with a related party of the company if the transaction

   

Services

 

483 (1) Est également permise toute opération entre la société et un apparenté qui consiste en :

(a) subject to subsection (2), consists of a written contract for the purchase by the company of services used in the ordinary course of business;

   

a) un contrat écrit pour l’achat par elle de services utilisés dans le cadre normal de son activité commerciale, sous réserve du paragraphe (2);

(b) subject to subsection (4), involves the provision by the company of services, other than loans or guarantees, normally offered to the public by the company in the ordinary course of business;

   

b) sous réserve du paragraphe (4), la prestation par elle de services, à l’exception des prêts ou garanties, habituellement offerts au public par la société dans le cadre normal de son activité commerciale;

(c) consists of a written contract with a financial institution or an entity in which the company is permitted to have a substantial investment pursuant to section 453 that is a related party of the company

   

c) un contrat écrit avec une institution financière ou une entité dans laquelle elle est autorisée à détenir un intérêt de groupe financier en vertu de l’article 453 en vue :

(i) for the networking of any services provided by the company or the financial institution or entity, or

   

(i) d’offrir le réseau des services fournis par la société ou l’institution financière ou l’entité,

(ii) for the referral of any person by the company to the financial institution or entity, or for the referral of any person by the financial institution or entity to the company;

   

(ii) du renvoi d’une personne soit par la société à l’institution financière ou à l’entité, soit par l’institution financière ou l’entité à la société;

(d) consists of a written contract for such pension or benefit plans or their management or administration as are incidental to directorships or to the employment of officers or employees of the company or its subsidiaries; or

   

d) un contrat écrit en vue de régimes de retraite ou d’autres avantages liés aux fonctions d’administrateur ou à l’emploi des dirigeants et employés de la société et de ses filiales, ainsi que leur gestion ou mise en œuvre;

(e) involves the provision by the company of management, advisory, accounting, information processing or other services in relation to any business of the related party.

   

e) la prestation de services par la société à l’égard de l’activité de l’apparenté, notamment de services de gestion, de conseil, de comptabilité ou de traitement des données.

Order concerning management by employees

 

(2) Where a company has entered into a contract pursuant to paragraph (1)(a) and the contract, when taken together with all other such contracts entered into by the company, results in all or substantially all of the management functions of the company being exercised by persons who are not employees of the company, the Superintendent may, by order, if the Superintendent considers

   

Ordonnance du surintendant concernant la gestion par les employés

 

(2) Si la société a conclu un contrat conformément à l’alinéa (1)a) et que le contrat a pour effet, compte tenu de tous les autres contrats conclus par elle, de confier la totalité ou quasi-totalité des responsabilités de gestion de la société à des personnes qui n’en sont pas des employés, le surintendant peut, par ordonnance, s’il juge la situation inacceptable, enjoindre à la société de

 

Current to February 11, 2020

   301    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Sections 483-483.2    Articles 483-483.2

 

that result to be inappropriate, require the company, within such time as may be specified in the order, to take all steps necessary to ensure that management functions that are integral to the carrying on of business by the company are exercised by employees of the company to the extent specified in the order.

 

    

 

prendre, dans le délai et selon les modalités qui y sont prévus, toutes les mesures nécessaires pour que les responsabilités de gestion essentielles au fonctionnement de la société soient assumées par des employés de celle-ci.

Exception

 

(3) Despite subsection 477(2), a company is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the company and the business of which is limited to the activity referred to in 453(2)(c) and the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, as defined in subsection 489(2).

   

Exception

 

(3) Par dérogation au paragraphe 477(2), la société est réputée ne pas avoir effectué indirectement une opération visée par la présente partie si l’opération est effectuée par une entité qui est contrôlée par la société et dont l’activité commerciale se limite à l’activité visée à l’alinéa 453(2)c), et que l’opération a été effectuée à des conditions au moins aussi favorables pour la société que les conditions du marché, au sens du paragraphe 489(2).

Loans or guarantees not included

 

(4) The provision of services, for the purposes of paragraph (1)(b), does not include the making of loans or guarantees.

   

Exceptions

 

(4) Pour l’application de l’alinéa (1)b), sont exclues de la prestation de services les opérations de prêt ou de garantie.

1991, c. 45, s. 483; 1997, c. 15, s. 400; 2007, c. 6, s. 377.

   

1991, ch. 45, art. 483; 1997, ch. 15, art. 400; 2007, ch. 6, art. 377.

Transactions with holding companies

 

483.1 (1) Subject to subsection (2) and sections 483.2 and 483.3, if a widely held insurance holding company or a widely held bank holding company has a significant interest in any class of shares of a company, the company may enter into any transaction with the holding company or with any other related party of the company that is an entity in which the holding company has a substantial investment.

   

Opérations avec société de portefeuille

 

483.1 (1) Sous réserve du paragraphe (2) et des articles 483.2 et 483.3, la société dans les actions de laquelle une société de portefeuille d’assurances ou une société de portefeuille bancaire à participation multiple a un intérêt substantiel peut effectuer toute opération avec la société de portefeuille ou toute autre entité avec laquelle elle est apparentée et dans laquelle la société de portefeuille a un intérêt de groupe financier.

Policies and procedures

 

(2) The company shall adhere to policies and procedures established under subsection 199(3) when entering into the transaction.

   

Principes et mécanismes

 

(2) La société est tenue de se conformer aux principes et mécanismes établis conformément au paragraphe 199(3) en effectuant l’opération.

2001, c. 9, s. 552.

   

2001, ch. 9, art. 552.

Restriction

 

483.2 (1) If a company enters into a transaction with a related party of the company with whom the company may enter into transactions under subsection 483.1(1) and that is not a federal financial institution, the company shall not directly or indirectly make, take an assignment of or otherwise acquire a loan to the related party, make an acceptance, endorsement or other guarantee on behalf of the related party or make an investment in the securities of the related party if, immediately following the transaction, the aggregate financial exposure, as that expression is defined by the regulations, of the company would exceed

   

Restrictions

 

483.2 (1) Si l’apparenté avec lequel le paragraphe 483.1(1) l’autorise à effectuer une opération n’est pas une institution financière fédérale, la société ne peut, que ce soit directement ou indirectement, lui consentir ou en acquérir un prêt, notamment par cession, consentir une garantie en son nom, notamment une acceptation ou un endossement, ni effectuer un placement dans ses titres si l’opération a pour effet de porter le total des risques financiers, au sens des règlements, en ce qui la concerne :

   

a) pour ce qui est de toutes les opérations avec cet apparenté, à plus du pourcentage réglementaire, ou si aucun pourcentage n’est fixé par règlement, à plus de cinq pour cent, de son capital réglementaire;

 

Current to February 11, 2020

   302    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Sections 483.2-483.3    Articles 483.2-483.3

 

(a) in respect of all transactions of the company with the related party, the prescribed percentage of the company’s regulatory capital or, if no percentage is prescribed, five per cent of the company’s regulatory capital; or

   

(b) in respect of all transactions of the company with such related parties of the company, the prescribed percentage of the company’s regulatory capital or, if no percentage is prescribed, ten per cent of the company’s regulatory capital.

 

    

 

b) pour ce qui est de toutes les opérations avec de tels apparentés, à plus du pourcentage réglementaire, ou si aucun pourcentage n’est fixé par règlement, à plus de dix pour cent, de son capital réglementaire.

Order

 

(2) If the Superintendent is of the opinion that it is necessary for the protection of the interests of the depositors and creditors of a company, the Superintendent may, by order,

   

Ordonnance du surintendant

 

(2) S’il l’estime nécessaire à la protection des intérêts des déposants et créanciers de la société, le surintendant peut, par ordonnance :

(a) reduce the limit in paragraph (1)(a) or (b) that would otherwise apply to the company; and

   

a) réduire les limites qui s’appliqueraient par ailleurs à la société dans le cadre des alinéas (1)a) et b);

(b) impose limits on transactions by the company with related parties with whom the company may enter into transactions under subsection 483.1(1) that are federal financial institutions.

   

b) imposer des limites pour les opérations effectuées par la société avec des apparentés avec lesquels le paragraphe 483.1(1) l’autorise à effectuer des opérations et qui sont des institutions financières fédérales.

Order

 

(3) The Superintendent may, by order, increase the limit in paragraph (1)(a) or (b) that would otherwise apply to a company on transactions by the company with related parties that are financial institutions that are regulated in a manner acceptable to the Superintendent.

   

Ordonnance du surintendant

 

(3) Le surintendant peut, par ordonnance, augmenter les limites par ailleurs applicables dans le cadre des alinéas (1)a) et b) en ce qui concerne les opérations effectuées avec des apparentés qui sont des institutions financières réglementées d’une façon qu’il juge acceptable.

2001, c. 9, s. 552.

   

2001, ch. 9, art. 552.

Assets transactions

 

483.3 (1) Despite subsection 482(3), a company shall not, without the approval of the Superintendent and its conduct review committee, directly or indirectly acquire assets from a related party of the company with whom the company may enter into transactions under subsection 483.1(1) that is not a federal financial institution, or directly or indirectly transfer assets to such a related party if

   

Opérations sur l’actif

 

483.3 (1) Malgré le paragraphe 482(3), il est interdit à la société, sans l’autorisation du surintendant et de son comité de révision, d’acquérir directement ou indirectement des éléments d’actif auprès d’un apparenté avec lequel le paragraphe 483.1(1) l’autorise à effectuer une opération mais qui n’est pas une institution financière fédérale ou de céder directement ou indirectement des éléments d’actif à cet apparenté si :

A + B > C     A + B > C
where    

où :

A  is the value of the assets;

   

A  représente la valeur des éléments d’actif;

B   is the total value of all assets that the company directly or indirectly acquired from, or directly or indirectly transferred to, that related party in the 12 months ending immediately before the acquisition or transfer, other than assets acquired by or transferred to the company under transactions permitted by section 478; and

   

B   la valeur de tous les éléments d’actif que la société a acquis auprès de cet apparenté ou cédés à celui-ci pendant la période de douze mois précédant la date d’acquisition ou de cession, sauf ceux qu’elle a acquis ou qui lui ont été transférés dans le cadre de toute opération visée à l’article 478;

 

Current to February 11, 2020

   303    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Section 483.3    Article 483.3

 

C  is five per cent, or the percentage that may be prescribed, of the total value of the assets of the company, as shown in the last annual statement of the company prepared before the acquisition or transfer.

 

    

 

C  cinq pour cent — ou si un autre pourcentage est fixé par règlement, le pourcentage fixé par règlement —de la valeur totale de l’actif de la société figurant dans le dernier rapport annuel établi avant la date d’acquisition ou de cession.

Exception

 

(2) The prohibition in subsection (1) does not apply in respect of assets purchased or otherwise acquired under subsection 482(1), assets sold under subsection 482(2) or any other assets as may be prescribed.

   

Exception

 

(2) Cette interdiction ne s’applique toutefois pas aux éléments d’actif acquis dans le cadre du paragraphe 482(1) ou vendus dans le cadre du paragraphe 482(2) ou tous autres éléments d’actif prévus par règlement.

Exception

 

(3) The approval of the Superintendent is not required if

   

Exception

 

(3) L’agrément du surintendant n’est pas nécessaire dans l’un ou l’autre des cas suivants :

(a) the company purchases or sells assets under a sale agreement that is approved by the Minister under section 241; or

   

a) l’achat ou la vente des éléments d’actif se fait dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 241;

(b) the company or its subsidiary acquires shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 453(5) is required or the approval of the Superintendent under subsection 453(6) is required.

   

b) la société ou l’une de ses filiales acquiert les actions ou des titres de participation d’une entité dans un cas où l’agrément du ministre est requis dans le cadre de la partie VII ou du paragraphe 453(5) ou dans un cas où l’agrément du surintendant est requis dans le cadre du paragraphe 453(6).

Value of assets

 

(4) For the purposes of “A” in subsection (1), the value of the assets is

   

Calcul de la valeur des éléments d’actif

 

(4) Pour le calcul de l’élément A de la formule figurant au paragraphe (1), la valeur des éléments d’actif est :

(a) in the case of assets that are acquired, the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which will be included in the annual statement of the company after the acquisition, the fair market value of the assets; and

   

a) dans le cas où les éléments sont acquis, leur prix d’achat ou, s’il s’agit d’actions ou de titres de participation d’une entité dont les éléments d’actif figureront au rapport annuel de la société après l’acquisition, la juste valeur marchande de ces éléments d’actif;

(b) in the case of assets that are transferred, the book value of the assets as stated in the last annual statement of the company prepared before the transfer or, if the assets are shares of, or ownership interests in, an entity the assets of which were included in the last annual statement of the company before the transfer, the value of the assets as stated in the annual statement.

   

b) dans le cas où les éléments sont cédés, la valeur comptable des éléments figurant au dernier rapport annuel de la société établi avant la date de cession ou, s’il s’agit d’actions ou de titres de participation d’une entité dont les éléments d’actif figuraient au dernier rapport annuel établi avant la date de cession, la valeur des éléments figurant dans le rapport annuel.

Total value of all assets

 

(5) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has acquired during the period of twelve months referred to in subsection (1) is the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which immediately after the acquisition were included in the annual statement of the company,

   

Sens de valeur de tous les éléments d’actif

 

(5) Pour l’application du paragraphe (1), la valeur de tous les éléments d’actif acquis par une société et ses filiales au cours de la période de douze mois visée au paragraphe (1) est leur prix d’achat ou, s’il s’agit d’actions ou de titres de participation d’une entité dont les éléments d’actif figureront au rapport annuel de la société après l’acquisition, la juste valeur marchande de ces éléments d’actif à la date d’acquisition.

 

Current to February 11, 2020

   304    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Sections 483.3-484    Articles 483.3-484

 

the fair market value of the assets of the entity at the date of the acquisition.

 

    

 

Total value of all assets

 

(6) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has transferred during the period of twelve months referred to in subsection (1) is the book value of the assets as stated in the last annual statement of the company prepared before the transfer or, if the assets are shares of, or ownership interests in, an entity the assets of which were included in the last annual statement of the company before the transfer, the value of the assets of the entity as stated in the annual statement.

   

Sens de valeur de tous les éléments d’actif

 

(6) Pour l’application du paragraphe (1), la valeur de tous les éléments d’actif cédés par une société et ses filiales au cours de la période de douze mois visée au paragraphe (1) est la valeur comptable des éléments figurant au dernier rapport annuel de la société établi avant la date de cession ou, s’il s’agit d’actions ou de titres de participation d’une entité dont les éléments d’actif figuraient au dernier rapport annuel établi avant la date de cession, la valeur des éléments de l’entité figurant dans le rapport annuel.

2001, c. 9, s. 552; 2007, c. 6, s. 378.

   

2001, ch. 9, art. 552; 2007, ch. 6, art. 378.

Directors and officers and their interests

 

484 (1) Subject to subsection (2) and sections 485 and 486, a company may enter into any transaction with a related party of the company if the related party is

   

Intérêts des administrateurs et des dirigeants

 

484 (1) Sous réserve du paragraphe (2) et des articles 485 et 486, est permise l’opération entre la société et un apparenté dans le cas où l’apparentement résulte uniquement du fait que :

(a) a natural person who is a related party of the company only because the person is

   

a) soit la personne physique en cause est :

(i) a director or senior officer of the company or of an entity that controls the company, or

   

(i) un administrateur ou un cadre dirigeant de la société ou d’une entité qui la contrôle,

(ii) the spouse or common-law partner, or a child who is less than eighteen years of age, of a director or senior officer of the company or of an entity that controls the company; or

   

(ii) l’époux ou conjoint de fait, ou un enfant de moins de dix-huit ans, d’un administrateur ou d’un cadre dirigeant de la société ou d’une entité qui la contrôle;

(b) an entity that is a related party of the company only because the entity is controlled by

   

b) soit l’entité en cause est contrôlée par :

(i) a director or senior officer of the company or of an entity that controls the company, or

   

(i) un administrateur ou un cadre dirigeant de la société ou d’une entité qui la contrôle,

(ii) the spouse or common-law partner, or a child who is less than eighteen years of age, of a director or senior officer referred to in subparagraph (i).

   

(ii) l’époux ou conjoint de fait, ou un enfant de moins de dix-huit ans, de cet administrateur ou de ce cadre dirigeant.

Loans to full-time senior officers

 

(2) A company may, with respect to a related party of the company referred to in subsection (1) who is a full-time senior officer of the company, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of twice the annual salary of the related party and $100,000.

   

Prêt au cadre dirigeant

 

(2) Dans le cas où l’apparenté visé au paragraphe (1) est un cadre dirigeant à temps plein de la société, celle-ci ne peut lui consentir ou en acquérir un prêt, notamment par cession, que si le total du principal de tous les prêts qu’elle-même et ses filiales lui ont déjà consentis et du principal du prêt envisagé n’excède pas cent mille dollars ou, s’il est supérieur, le double du traitement annuel du cadre dirigeant.

 

Current to February 11, 2020

   305    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Section 484    Article 484

 

Exception

 

 

    

 

Non-application

 

(3) Subsection (2) does not apply in respect of

 

(a) loans referred to in paragraph 479(b), and    

 

(b) margin loans referred to in section 486,

   

(3) Le paragraphe (2) ne s’applique pas aux prêts visés à l’alinéa 479b) ni aux prêts sur marge visés à l’article 486 et le montant de ces prêts consentis par la société à des apparentés n’est pas pris en compte dans le calcul prévu au paragraphe (2) du total du principal de tous les prêts dont bénéficie déjà le dirigeant.

and the amount of any such loans to a related party of a company shall not be included in determining, for the purposes of subsection (2), the aggregate principal amount of all outstanding loans made by the company to the related party.

   

Preferred terms — loan to senior officer

   

Conditions plus favorables — prêt à un cadre dirigeant

(4) Notwithstanding section 489, a company may make a loan, other than a margin loan, to a senior officer of the company on terms and conditions more favourable to the officer than those offered to the public by the company if those terms and conditions have been approved by the conduct review committee of the company.

   

(4) Par dérogation à l’article 489, la société peut consentir un prêt — à l’exception du prêt sur marge — à un cadre dirigeant à des conditions plus favorables que celles du marché, pourvu qu’elles soient approuvées par son comité de révision.

Preferred terms — loan to spouse or common-law partner

   

Conditions plus favorables — prêt à l’époux ou conjoint de fait

(5) Notwithstanding section 489, a company may make a loan referred to in paragraph 479(b) to the spouse or common-law partner of a senior officer of the company on terms and conditions more favourable than those offered to the public by the company if those terms and conditions have been approved by the conduct review committee of the company.

   

(5) Par dérogation à l’article 489, la société peut consentir à l’époux ou conjoint de fait de l’un de ses cadres dirigeants le prêt visé à l’alinéa 479b) à des conditions plus favorables que celles du marché, pourvu qu’elles soient approuvées par son comité de révision.

Preferred terms — other financial services

   

Conditions plus favorables — autres services financiers

(6) Notwithstanding section 489, a company may offer financial services, other than loans or guarantees, to a senior officer of the company, or to the spouse or common-law partner, or a child who is less than eighteen years of age, of a senior officer of the company, on terms and conditions more favourable than those offered to the public by the company if

   

(6) Par dérogation à l’article 489, la société peut offrir des services financiers, à l’exception de prêts ou de garanties, à l’un de ses cadres dirigeants, ou à son époux ou conjoint de fait ou à son enfant de moins de dix-huit ans, à des conditions plus favorables que celles du marché si :

(a) the financial services are offered by the company to employees of the company on those favourable terms and conditions; and

   

a) d’une part, elle offre ces services à ses employés aux mêmes conditions;

(b) the conduct review committee of the company has approved the practice of making those financial services available on those favourable terms and conditions to senior officers of the company or to the spouses or common-law partners, or the children under eighteen years of age, of senior officers of the company.

   

b) d’autre part, son comité de révision a approuvé, de façon générale, la prestation de ces services à des cadres dirigeants, ou à leurs époux ou conjoints de fait ou à leurs enfants âgés de moins de dix-huit ans, à ces conditions.

1991, c. 45, s. 484; 1997, c. 15, s. 401; 2000, c. 12, ss. 300, 302.

   

1991, ch. 45, art. 484; 1997, ch. 15, art. 401; 2000, ch. 12, art. 300 et 302.

 

Current to February 11, 2020

   306    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Section 485    Article 485

 

Board approval required

 

485 (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the company, a company shall not, with respect to a related party of the company referred to in subsection 484(1),

 

    

 

Approbation du conseil

 

485 (1) Dans le cas d’un apparenté visé au paragraphe 484(1), la société ne peut, sauf approbation d’au moins les deux tiers des administrateurs présents à la réunion du conseil :

(a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 486,

   

a) lui consentir ou en acquérir un prêt, notamment par cession, y compris le prêt sur marge visé à l’article 486,

(b) make a guarantee on behalf of the related party, or

   

b) consentir une garantie en son nom,

(c) make an investment in the securities of the related party

   

c) effectuer un placement dans ses titres,

if, immediately following the transaction, the aggregate of

   

si l’opération avait pour effet de porter à plus de deux pour cent de son capital réglementaire la somme des éléments suivants :

(d) the principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, other than

   

d) le principal de tous les prêts en cours qu’elle-même et ses filiales détiennent à l’égard de la personne concernée, à l’exception des prêts visés à l’alinéa 479b) et, dans le cas d’un cadre dirigeant à temps plein, au paragraphe 484(2);

(i) loans referred to in paragraph 479(b), and

   

(ii) if the related party is a full-time senior officer of the company, loans to the related party that are permitted by subsection 484(2),

   

(e) the sum of all outstanding amounts guaranteed by the company and its subsidiaries on behalf of the related party, and

   

e) l’ensemble des montants dus garantis par elle-même et ses filiales pour le compte de la personne;

(f) where the related party is an entity, the book value of all investments by the company and its subsidiaries in the securities of the entity

   

f) dans le cas où la personne est une entité, la valeur comptable de tous les placements effectués par elle-même et ses filiales dans les titres de celle-ci.

would exceed 2 per cent of the regulatory capital of the company.

   
Limit on transactions with directors, officers and their interests    

Restrictions applicables aux opérations

(2) A company shall not, with respect to a related party of the company referred to in subsection 484(1),

   

(2) Dans le cas d’un apparenté visé au paragraphe 484(1), la société ne peut :

(a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 486,

   

a) lui consentir ou en acquérir un prêt, notamment par cession, y compris le prêt sur marge visé à l’article 486,

(b) make a guarantee on behalf of the related party, or

   

b) consentir une garantie en son nom,

(c) make an investment in the securities of the related party

   

c) effectuer un placement dans ses titres,

if, immediately following the transaction, the aggregate of

   

si l’opération avait pour effet de porter à plus de cinquante pour cent de son capital réglementaire la somme des éléments suivants:

 

Current to February 11, 2020

   307    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Sections 485-487    Articles 485-487

 

(d) the principal amount of all outstanding loans to all related parties of the company referred to in subsection 484(1) that are held by the company and its subsidiaries, other than

 

    

 

d) le principal de tous les prêts en cours qu’elle-même et ses filiales détiennent à l’égard de ces personnes, à l’exception des prêts visés à l’article 479 et au paragraphe 484(2);

(i) loans referred to in section 479, and

   

(ii) loans permitted by subsection 484(2),

   

(e) the sum of all outstanding amounts guaranteed by the company and its subsidiaries on behalf of all related parties of the company referred to in subsection 484(1), and

   

e) l’ensemble des montants dus garantis par elle-même et ses filiales pour le compte de toutes les personnes visées au paragraphe 484(1);

(f) the book value of all investments by the company and its subsidiaries in the securities of all entities that are related parties of the company referred to in subsection 484(1)

   

f) la valeur comptable de tous les placements effectués par elle-même et ses filiales dans les titres d’entités qui sont des apparentés mentionnés au paragraphe 484(1).

would exceed 50 per cent of the regulatory capital of the company.

   

Exclusion of de minimis transactions

   

Exclusion

(3) Loans, guarantees and investments that are referred to in section 478 shall not be included in calculating the aggregate of loans, guarantees and investments referred to in subsections (1) and (2).

   

(3) Les prêts, garanties et placements visés à l’article 478 sont exclus du calcul du total de ceux qui sont visés aux paragraphes (1) et (2).

1991, c. 45, s. 485; 1997, c. 15, s. 402.

   

1991, ch. 45, art. 485; 1997, ch. 15, art. 402.

Margin loans

 

486 The Superintendent may establish terms and conditions with respect to the making by a company of margin loans to a director or senior officer of the company.

   

Prêts sur marge

 

486 Le surintendant peut fixer des conditions relativement aux prêts sur marge consentis par la société à ses administrateurs ou cadres dirigeants.

1991, c. 45, s. 486; 1997, c. 15, s. 403.

   

1991, ch. 45, art. 486; 1997, ch. 15, art. 403.

Exemption by order

 

487 (1) A company may enter into a transaction with a related party of the company if the Superintendent, by order, has exempted the transaction from the provisions of section 477.

   

Ordonnance d’exemption

 

487 (1) Est permise toute opération avec un apparenté si le surintendant a, par ordonnance, soustrait cette dernière à l’application de l’article 477.

Conditions for order

 

(2) The Superintendent shall not make an order referred to in subsection (1) unless the Superintendent is satisfied that the decision of the company to enter into the transaction has not been and is not likely to be influenced in any significant way by a related party of the company and does not involve in any significant way the interests of a related party of the company.

   

Conditions

 

(2) Pour prendre l’ordonnance, le surintendant doit être convaincu que l’opération n’aura pas d’effet important sur les intérêts de l’apparenté et que celui-ci n’a pas influé grandement sur la décision de la société d’y procéder et ne le fera sans doute pas.

1991, c. 45, s. 487; 1996, c. 6, s. 121.

   

1991, ch. 45, art. 487; 1996, ch. 6, art. 121.

 

Current to February 11, 2020

   308    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Permitted Related Party Transactions

  

Opérations permises

Sections 488-490 and 491    Articles 488-490 et 491

 

Prescribed transactions

 

488 A company may enter into a transaction with a related party of the company if the transaction is a prescribed transaction or one of a class of prescribed transactions.

 

    

 

Opérations réglementaires

 

488 Est permise l’opération avec un apparenté si celle-ci est réglementaire ou appartient à une catégorie réglementaire.

Restrictions on Permitted Transactions

   

Restrictions applicables aux opérations permises

Market terms and conditions

 

489 (1) Except as provided in subsections 484(4) to (6), any transaction entered into with a related party of the company shall be on terms and conditions that are at least as favourable to the company as market terms and conditions.

   

Conditions du marché

 

489 (1) Sauf dans la mesure prévue aux paragraphes 484(4) à (6), les conditions des opérations permises doivent être au moins aussi favorables pour la société que celles du marché.

Meaning of market terms and conditions

 

(2) For the purposes of subsection (1), market terms and conditions means

   

Définition de conditions du marché

 

(2) Pour l’application du paragraphe (1), conditions du marché s’entend :

(a) in respect of a service or a loan facility or a deposit facility offered to the public by the company in the ordinary course of business, terms and conditions that are no more or less favourable than those offered to the public by the company in the ordinary course of business; and

   

a) concernant un service, un prêt ou un dépôt, de conditions aussi favorables que celles offertes au public par la société dans le cadre normal de son activité commerciale;

(b) in respect of any other transaction,

   

b) concernant toute autre opération :

(i) terms and conditions, including those relating to price, rent or interest rate, that might reasonably be expected to apply in a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm’s length and who are acting prudently, knowledgeably and willingly, or

   

(i) des conditions — notamment en matière de prix, loyer ou taux d’intérêt — qui sont vraisemblablement de nature à s’appliquer à une opération semblable sur un marché libre dans les conditions nécessaires à une opération équitable entre des parties indépendantes qui traitent librement, prudemment et en toute connaissance de cause,

(ii) if the transaction is one that would not reasonably be expected to occur in an open market between parties who are at arm’s length, terms and conditions, including those relating to price, rent or interest rate, that would reasonably be expected to provide the company with fair value, having regard to all the circumstances of the transaction, and that would be consistent with the parties to the transaction acting prudently, knowledgeably and willingly.

   

(ii) si l’opération n’est vraisemblablement pas de nature à s’effectuer sur un marché libre entre des parties indépendantes, des conditions —notamment en matière de prix, loyer ou taux d’intérêt — qui permettraient vraisemblablement à la société d’en tirer une juste valeur, compte tenu des circonstances, et que des personnes qui traitent librement, prudemment et en toute connaissance de cause pourraient fixer.

1991, c. 45, s. 489; 2001, c. 9, s. 553.

   

1991, ch. 45, art. 489; 2001, ch. 9, art. 553.

490 and 491 [Repealed, 1997, c. 15, s. 404]

   

490 et 491 [Abrogés, 1997, ch. 15, art. 404]

 

Current to February 11, 2020

   309    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Disclosure

  

Obligation d’information

Sections 492-494    Articles 492-494

 

Disclosure  

    

  Obligation d’information

Company obligation

 

492 (1) Where, in respect of any proposed transaction permitted by this Part, other than those referred to in section 478, a company has reason to believe that the other party to the transaction is a related party of the company, the company shall take all reasonable steps to obtain from the other party full disclosure, in writing, of any interest or relationship, direct or indirect, that would make the other party a related party of the company.

   

Divulgation par l’apparenté

 

492 (1) Dans le cas où elle a des raisons de croire que l’autre partie à un projet d’opération permise — autre que celle visée à l’article 478 — est apparentée, la société prend toutes les mesures utiles pour obtenir d’elle la communication entière, par écrit, de tous intérêts ou relations, directs ou indirects, qui feraient d’elle un apparenté.

Reliance on information

 

(2) A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in any disclosure received by the company pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the company or any such person for anything done or omitted in good faith in reliance on any such information.

   

Fiabilité de l’information

 

(2) La société ou l’un de ses administrateurs, dirigeants, employés ou mandataires peut tenir pour avérés les renseignements contenus dans toute communication reçue en application du paragraphe (1) — ou obtenus sur toute question pouvant en faire l’objet — et n’encourt aucune responsabilité pour tout acte ou omission accompli de bonne foi sur le fondement de ces renseignements.

Notice to Superintendent

 

493 Where a company has entered into a transaction that the company is prohibited by this Part from entering into, or where a company has entered into a transaction for which approval is required under subsection 485(1) without having obtained the approval, the company shall, on becoming aware of that fact, notify the Superintendent without delay.

   

Avis au surintendant

 

493 La société qui effectue une opération interdite aux termes de la présente partie, ou qui n’a pas obtenu l’approbation prévue au paragraphe 485(1), est tenue, dès qu’elle prend connaissance de l’interdiction ou du défaut d’approbation, d’en aviser le surintendant.

1991, c. 45, s. 493; 1997, c. 15, s. 405.

   

1991, ch. 45, art. 493; 1997, ch. 15, art. 405.

Remedial Actions     Recours

Order to void contract or to grant other remedy

 

494 (1) If a company enters into a transaction that it is prohibited from entering into by this Part, the company or the Superintendent may apply to a court for an order setting aside the transaction or for any other appropriate remedy, including an order directing that the related party of the company involved in the transaction account to the company for any profit or gain realized or that any director or senior officer of the company who authorized the transaction compensate the company for any loss or damage incurred by the company.

   

Annulation de contrats ou autres mesures

 

494 (1) Si la société a effectué une opération interdite par la présente partie, elle-même ou le surintendant peuvent demander au tribunal de rendre une ordonnance annulant l’opération ou prévoyant toute autre mesure indiquée, notamment l’obligation pour l’apparenté de rembourser à la société tout gain ou profit réalisé ou pour tout administrateur ou cadre dirigeant qui a autorisé l’opération d’indemniser la société des pertes ou dommages subis.

Time limit

 

(2) An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 493 in respect of the transaction is given to

   

Délai de présentation

 

(2) La demande visée au paragraphe (1) doit être présentée dans les trois mois suivant la date d’envoi au surintendant de l’avis prévu à l’article 493 à l’égard de l’opération en cause ou, à défaut d’avis, suivant la date où le surintendant a pris connaissance de l’opération.

 

Current to February 11, 2020

   310    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XI Self-dealing

  

PARTIE XI Opérations avec apparentés

Remedial Actions

  

Recours

Sections 494-499    Articles 494-499

 

the Superintendent or, if no such notice is given, the day the Superintendent becomes aware of the transaction.

 

    

 

Certificate

 

(3) For the purposes of subsection (2), a document purporting to have been issued by the Superintendent, certifying the day on which the Superintendent became aware of the transaction, shall, in the absence of evidence to the contrary, be received in evidence as conclusive proof of that fact without proof of the signature or of the official character of the person appearing to have signed the document and without further proof.

   

Certificat

 

(3) Pour l’application du paragraphe (2), le document apparemment délivré par le surintendant et attestant la date où il a pris connaissance de l’opération fait foi de façon concluante, sauf preuve contraire, de ce fait, sans qu’il soit nécessaire de prouver l’authenticité de la signature qui y est apposée ou la qualité officielle du signataire.

1991, c. 45, s. 494; 2001, c. 9, s. 554.

   

1991, ch. 45, art. 494; 2001, ch. 9, art. 554.

PART XII

   

PARTIE XII

Regulation of Companies — Superintendent

   

Réglementation des sociétés : surintendant

Supervision     Surveillance
Returns     Relevés

Required information

 

495 A company shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.

   

Demande de renseignements

 

495 La société fournit au surintendant, aux dates et en la forme précisées, les renseignements qu’il exige.

496 [Repealed, 2007, c. 6, s. 379]     496 [Abrogé, 2007, ch. 6, art. 379]
497 [Repealed, 2007, c. 6, s. 379]     497 [Abrogé, 2007, ch. 6, art. 379]

498 [Repealed, 2007, c. 6, s. 379]

   

498 [Abrogé, 2007, ch. 6, art. 379]

Names of directors and auditors

 

499 (1) A company shall, within thirty days after each annual meeting of the company, provide the Superintendent with a return showing

   

Relevé des noms des administrateurs

 

499 (1) Dans les trente jours suivant chaque assemblée annuelle, la société fournit au surintendant un relevé indiquant :

(a) the name, residence and citizenship of each director holding office immediately following the meeting;

   

a) les noms, domicile et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

(b) the mailing address of each director holding office immediately following the meeting;

   

b) l’adresse postale de chaque administrateur en fonction à la clôture de l’assemblée;

(c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;

   

c) les personnes morales dont chacun des administrateurs visés à l’alinéa a) est un dirigeant ou administrateur et les entreprises dont chacun d’entre eux est membre;

(d) the affiliation, within the meaning of section 166, with the company of each director referred to in paragraph (a);

   

d) l’appartenance au même groupe qu’elle, au sens de l’article 166, de chaque administrateur visé à l’alinéa a);

 

Current to February 11, 2020

   311    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Supervision

  

Surveillance

Returns

  

Relevés

Sections 499-501    Articles 499-501

 

(e) the names of the directors referred to in paragraph (a) who are officers or employees of the company or any affiliate of the company, and the positions they occupy;

 

    

 

e) le nom des administrateurs visés à l’alinéa a) qui sont des dirigeants ou employés de la société ou des entités de son groupe et le poste qu’ils occupent;

(f) the name of each committee of the company on which each director referred to in paragraph (a) serves;

   

f) le nom de chaque comité de la société dont fait partie un administrateur visé à l’alinéa a);

(g) the date of expiration of the term of each director referred to in paragraph (a); and

   

g) la date d’expiration du mandat de chaque administrateur visé à l’alinéa a);

(h) the name, address and date of appointment of the auditor of the company.

   

h) les nom, adresse et date de nomination du vérificateur de la société.

Changes

   

Avis des changements

(2) Where

 

(a) any information relating to a director or auditor of a company shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c) or (d), becomes inaccurate or incomplete,

   

(2) Au cas où les renseignements concernant un administrateur ou le vérificateur, sauf en ce qui a trait aux alinéas (1)c) ou d), deviennent inexacts ou incomplets ou en cas de vacance ou de nomination soit au poste de vérificateur soit au sein du conseil d’administration, la société fournit sans délai au surintendant les renseignements nécessaires pour compléter le relevé ou en rétablir l’exactitude.

(b) a vacancy in the position of auditor of the company occurs or is filled by another person, or

   

(c) a vacancy on the board of directors of the company occurs or is filled,

   

the company shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.

   

Copy of by-laws

   

Exemplaire des règlements administratifs

500 A company shall send to the Superintendent, within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment.

   

500 La société transmet au surintendant, dans les trente jours de leur entrée en vigueur, un exemplaire de chaque règlement administratif ou de sa modification.

1991, c. 45, s. 500; 2001, c. 9, s. 556.

   

1991, ch. 45, art. 500; 2001, ch. 9, art. 556.

Register of companies

   

Registre des sociétés

501 (1) The Superintendent shall, in respect of each company for which an order approving the commencement and carrying on of business has been made, cause a register to be maintained containing a copy of

   

501 (1) Pour toute société à qui a été délivré un agrément de fonctionnement, le surintendant fait tenir un registre contenant :

(a) the incorporating instrument of the company; and

   

a) un exemplaire de l’acte constitutif de la société;

(b) the information referred to in paragraphs 499(1)(a), (c) and (e) to (h) contained in the latest return sent to the Superintendent under section 499.

   

b) les renseignements visés aux alinéas 499(1)a), c) et e) à h) du dernier relevé reçu au titre de l’article 499.

Form

   

Forme du registre

(2) The register may be maintained in    

(2) Le registre peut être tenu :

 

Current to February 11, 2020

   312    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Supervision

  

Surveillance

Returns

  

Relevés

Sections 501-502    Articles 501-502

 

(a) a bound or loose-leaf form or in a photographic film form; or

 

    

 

a) soit dans une reliure, en feuillets mobiles ou sous forme de film;

(b) a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

   

b) soit à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements demandés sous une forme écrite compréhensible.

Access

   

Accès

(3) Persons are entitled to reasonable access to the register and may make copies of or take extracts from the information in it.

   

(3) Toute personne a un droit d’accès raisonnable au registre et peut le reproduire en tout ou en partie.

Evidence

   

Preuve

(4) A statement containing information in the register and purporting to be certified by the Superintendent is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the facts stated in the statement without proof of the appointment or signature of the Superintendent.

   

(4) Le document censé signé par le surintendant, où il est fait état de renseignements figurant dans le registre, est admissible en preuve devant les tribunaux sans qu’il soit nécessaire de prouver l’authenticité de la signature qui y est apposée ou la qualité officielle du signataire et, sauf preuve contraire, il fait foi de son contenu.

1991, c. 45, s. 501; 2001, c. 9, s. 556.

   

1991, ch. 45, art. 501; 2001, ch. 9, art. 556.

Production of information and documents

   

Fourniture de renseignements

502 (1) The Superintendent may, by order, direct a person who controls a company or any entity that is affiliated with a company to provide the Superintendent with such information or documents as may be specified in the order where the Superintendent believes that the production of the information or documents is necessary in order to be satisfied that the provisions of this Act are being duly observed and that the company is in a sound financial condition.

   

502 (1) Le surintendant peut, par ordonnance, enjoindre à une personne qui contrôle la société ou à une entité qui appartient au groupe de celle-ci de lui fournir certains renseignements ou documents s’il croit en avoir besoin pour s’assurer que la présente loi est effectivement respectée et que la situation financière de la société est bien saine.

Time

   

Délai

(2) Any person to whom a direction has been issued under subsection (1) shall provide the information or documents specified in the order within the time specified in the order and, where the order does not specify a time, the person shall provide the information or documents within a reasonable time.

   

(2) La personne visée fournit les renseignements ou documents dans le délai prévu dans l’ordonnance ou, à défaut, dans un délai raisonnable.

Exemption

   

Exception

(3) Subsection (1) does not apply in respect of an entity that controls a company or is affiliated with a company where that entity is a financial institution regulated

   

(3) Le paragraphe (1) ne s’applique pas à l’entité qui contrôle une société ou qui fait partie de son groupe s’il s’agit d’une institution financière réglementée sous le régime :

(a) by or under an Act of Parliament; or

   

a) soit d’une loi fédérale;

(b) by or under an Act of the legislature of a province where the Superintendent has entered into an agreement with the appropriate official or public body responsible for the supervision of financial institutions

   

b) soit d’une loi provinciale, dans le cas où le surintendant a conclu une entente avec l’autorité ou l’organisme public responsable de la supervision des

 

Current to February 11, 2020

   313    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Supervision

  

Surveillance

Returns

  

Relevés

Sections 502-504    Articles 502-504

 

 

in that province concerning the sharing of information on such financial institutions.

 

    

 

institutions financières dans la province en ce qui a trait au partage de l’information les concernant.

Confidential information

   

Caractère confidentiel des renseignements

503 (1) Subject to section 504.1, all information regarding the business or affairs of a company, or regarding a person dealing with a company, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.

   

503 (1) Sous réserve de l’article 504.1, sont confidentiels et doivent être traités comme tels les renseignements concernant l’activité commerciale et les affaires internes de la société ou concernant une personne faisant affaire avec elle et obtenus par le surintendant ou par toute autre personne agissant sous ses ordres, dans le cadre de l’application d’une loi fédérale, de même que ceux qui sont tirés de tels renseignements.

Disclosure permitted

   

Communication autorisée

(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information

   

(2) S’il est convaincu que les renseignements seront considérés comme confidentiels par leur destinataire, le surintendant peut toutefois les communiquer :

(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

   

a) à une agence ou à un organisme gouvernemental qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

(a.01) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

   

a.01) à une autre agence ou à un autre organisme qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

(a.1) to the Canada Deposit Insurance Corporation for purposes related to its operation; and

   

a.1) à la Société d’assurance-dépôts du Canada pour l’accomplissement de ses fonctions;

(b) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Cana-da authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions,

   

b) au sous-ministre des Finances, ou à tout fonctionnaire du ministère des Finances que celui-ci a délégué par écrit pour l’analyse de la politique en matière de la réglementation des institutions financières ou au gouverneur de la Banque du Canada, ou à tout fonctionnaire de la Banque du Canada que celui-ci a délégué par écrit pour cette même analyse.

if the Superintendent is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed.

   

1991, c. 45, s. 503; 1996, c. 6, s. 122; 1997, c. 15, s. 406; 2001, c. 9, s. 557; 2007, c. 6, s. 380.

   

1991, ch. 45, art. 503; 1996, ch. 6, art. 122; 1997, ch. 15, art. 406; 2001, ch. 9, art. 557; 2007, ch. 6, art. 380.

Regulations

   

Règlements

503.1 The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by companies of prescribed supervisory information.

   

503.1 Le gouverneur en conseil peut, par règlement, interdire ou restreindre la communication par les sociétés des renseignements relatifs à la supervision exercée par le surintendant qui sont précisés par règlement.

1999, c. 28, s. 144.

   

1999, ch. 28, art. 144.

Evidentiary privilege

   

Privilège relatif à la preuve

504 (1) Prescribed supervisory information shall not be used as evidence in any civil proceedings and is privileged for that purpose.

   

504 (1) Les renseignements relatifs à la supervision exercée par le surintendant qui sont précisés par règlement ne peuvent servir de preuve dans aucune procédure civile et sont protégés à cette fin.

 

Current to February 11, 2020

   314    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Supervision

  

Surveillance

Returns

  

Relevés

Sections 504-504.01    Articles 504-504.01

 

No testimony or production

 

    

 

Témoignage ou production

(2) No person shall by an order of any court, tribunal or other body be required in any civil proceedings to give oral testimony or to produce any document relating to any prescribed supervisory information.

   

(2) Nul ne peut être tenu, par ordonnance d’un tribunal ou d’un autre organisme, dans quelque procédure civile que ce soit, de faire une déposition orale ou de produire un document ayant trait aux renseignements visés au paragraphe (1).

Exceptions to subsection (1)

   

Exceptions au paragraphe (1)

(3) Despite subsection (1),

   

(3) Malgré le paragraphe (1) :

(a) the Minister, the Superintendent or the Attorney General of Canada may, in accordance with the regulations, if any, use prescribed supervisory information as evidence in any proceedings; and

   

a) le ministre, le surintendant ou le procureur général du Canada peut, conformément aux éventuels règlements, utiliser comme preuve les renseignements visés à ce paragraphe dans toute procédure;

(b) a company may, in accordance with the regulations, if any, use prescribed supervisory information as evidence in any proceedings in relation to the administration or enforcement of this Act or the Winding-up and Restructuring Act that are commenced by the company, the Minister, the Superintendent or the Attorney General of Canada.

   

b) la société peut, conformément aux éventuels règlements, les utiliser comme preuve dans toute procédure concernant l’application de la présente loi ou de la Loi sur les liquidations et les restructurations intentée par elle, le ministre, le surintendant ou le procureur général du Canada.

Exceptions to subsections (1) and (2)

   

Exceptions aux paragraphes (1) et (2)

(4) Despite subsections (1) and (2) and section 39.1 of the Office of the Superintendent of Financial Institutions Act, a court, tribunal or other body may, by order, require the Minister, the Superintendent or a company to give oral testimony or to produce any document relating to any prescribed supervisory information in any civil proceedings in relation to the administration or enforcement of this Act that are commenced by the Minister, the Superintendent, the Attorney General of Canada or the company.

    (4) Malgré les paragraphes (1) et (2) et l’article 39.1 de la Loi sur le Bureau du surintendant des institutions financières, le ministre, le surintendant ou la société peut être tenu, par ordonnance d’un tribunal ou d’un autre organisme, dans quelque procédure civile que ce soit concernant l’application de la présente loi intentée par le ministre, le surintendant, le procureur général du Canada ou la société, de faire une déposition orale ou de produire un document ayant trait aux renseignements visés au paragraphe (1).

No waiver

   

Non-renonciation

(5) The disclosure of any prescribed supervisory information, other than under subsection (3) or (4), does not constitute a waiver of the privilege referred to in subsection (1).

   

(5) La communication, autrement que dans le cadre des paragraphes (3) ou (4), de renseignements visés au paragraphe (1) ne constitue pas une renonciation à la protection visée à ce paragraphe.

Regulations

   

Règlement

(6) The Governor in Council may, for the purposes of subsection (3), make regulations respecting the circumstances in which prescribed supervisory information may be used as evidence.

   

(6) Pour l’application du paragraphe (3), le gouverneur en conseil peut prendre des règlements concernant les circonstances dans lesquelles les renseignements visés au paragraphe (1) peuvent servir de preuve.

1991, c. 45, s. 504; 1996, c. 6, s. 123; 2007, c. 6, s. 381; 2015, c. 36, s. 232.

   

1991, ch. 45, art. 504; 1996, ch. 6, art. 123; 2007, ch. 6, art. 381; 2015, ch. 36, art. 232.

No waiver

   

Non-renonciation

504.01 (1) For greater certainty, the disclosure by a company — or by a person who controls a company or by an entity that is affiliated with a company — to the Superintendent of any information that is subject to a privilege under the law of evidence, solicitor-client privilege or the

   

504.01 (1) Il est entendu que la communication au surintendant par la société — ou par une personne qui contrôle la société ou par une entité qui appartient au groupe de celle-ci — de renseignements protégés par toute immunité reconnue par le droit de la preuve, par le

 

Current to February 11, 2020

   315    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Supervision

  

Surveillance

Returns

  

Relevés

Sections 504.01-504.2    Articles 504.01-504.2

 

professional secrecy of advocates and notaries or to litigation privilege does not constitute a waiver of any of those privileges or that secrecy.

 

    

 

secret professionnel de l’avocat ou du notaire ou par le privilège relatif au litige ne constitue pas une renonciation à l’immunité, au secret professionnel ou au privilège.

No disclosure

   

Aucune divulgation

(2) The Superintendent shall not disclose any information referred to in subsection (1) to any person whose powers, duties or functions include

 

(a) the investigation or prosecution of an offence under any Act of Parliament or of the legislature of a province; or

   

(2) Il est interdit au surintendant de communiquer un renseignement visé au paragraphe (1) à quiconque dont les attributions comprennent l’enquête et la poursuite relatives à une infraction ou à une violation sous le régime de toute loi fédérale ou provinciale.

(b) the investigation of, or conduct of proceedings in respect of, a violation under an Act referred to in paragraph (a).

   

2018, c. 27, s. 168.

   

2018, ch. 27, art. 168.

Disclosure by Superintendent

   

Divulgation du surintendant

504.1 (1) The Superintendent shall disclose at such times and in such manner as the Minister may determine, such information obtained by the Superintendent under this Act as the Minister considers ought to be disclosed for the purposes of the analysis of the financial condition of a company and that

 

(a) is contained in returns filed pursuant to the Superintendent’s financial regulatory reporting requirements in respect of companies; or

 

(b) has been obtained as a result of an industry-wide or sectoral survey conducted by the Superintendent in relation to an issue or circumstances that could have an impact on the financial condition of companies.

 

   

504.1 (1) Le surintendant rend publics, selon les modalités de forme et de temps fixées par le ministre, les renseignements recueillis en vertu de la présente loi que le ministre juge nécessaire de rendre publics pour l’analyse de l’état financier d’une société et qui sont contenus dans les déclarations que cette dernière doit fournir au surintendant ou qui ont été obtenus par ce dernier au moyen d’une enquête sur le milieu des services financiers ou sur un secteur d’activités en particulier motivée par une question ou des circonstances qui pourraient avoir une incidence sur l’état financier des sociétés.

Prior consultation required

   

Consultation préalable

(2) The Minister shall consult with the Superintendent before making any determination under subsection (1).

   

(2) Le ministre consulte le surintendant avant de prendre une décision au titre du paragraphe (1).

1996, c. 6, s. 124.

   

1996, ch. 6, art. 124.

Disclosure by a company

   

Divulgation de la société

504.2 (1) A company shall make available to the public such information concerning    

 

(a) the compensation of its executives, as that expression is defined by the regulations, and    

 

(b) its business and affairs for the purpose of the analysis of its financial condition,

   

504.2 (1) La société rend publiques les données concernant le traitement de ses dirigeants — au sens des règlements — ainsi que celles concernant ses activités commerciales et ses affaires internes qui sont nécessaires à l’analyse de son état financier, selon les modalités de forme et de temps fixées par règlement du gouverneur en conseil.

in such form and manner and at such times as may be required by or pursuant to such regulations as the Governor in Council may make for the purpose.

   

 

Current to February 11, 2020

   316    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Supervision

  

Surveillance

Returns

  

Relevés

Sections 504.2-505    Articles 504.2-505

 

Exemption by regulation

 

    

 

Exemption par règlement

(2) Paragraph (1)(a) does not apply to a company that is within such class or classes of companies as may be prescribed.

   

(2) L’obligation relative au traitement des dirigeants ne s’applique pas à la société qui fait partie d’une ou de plusieurs catégories prévues par règlement.

1996, c. 6, s. 124.

   

1996, ch. 6, art. 124.

Exceptions to disclosure

   

Exception

504.3 Subject to any regulations made under section 444, no information obtained by a company regarding any of its customers shall be disclosed or made available under subsection 504.1(1) or section 504.2.

   

504.3 Sous réserve des règlements pris en vertu de l’article 444, les renseignements que possède la société sur un client ne tombent pas sous le coup du paragraphe 504.1(1) ou de l’article 504.2.

1996, c. 6, s. 124.

   

1996, ch. 6, art. 124.

Report respecting disclosure

   

Rapport

504.4 The Superintendent shall prepare a report, to be included in the report referred to in section 40 of the Office of the Superintendent of Financial Institutions Act, respecting the disclosure of information by companies and describing the state of progress made in enhancing the disclosure of information in the financial services industry.

   

504.4 Le surintendant joint au rapport visé à l’article 40 de la Loi sur le Bureau du surintendant des institutions financières un rapport sur la divulgation des renseignements par les sociétés et faisant état du progrés accompli pour améliorer la divulgation des renseignements sur le milieu des services financiers.

1996, c. 6, s. 124; 2001, c. 9, s. 558.

   

1996, ch. 6, art. 124; 2001, ch. 9, art. 558.

Inspection of Companies     Enquête sur les sociétés

Examination of companies

   

Examen

505 (1) The Superintendent, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry into the business and affairs of each company that the Superintendent considers to be necessary or expedient to determine whether the company is complying with the provisions of this Act and whether the company is in a sound financial condition and, after the conclusion of each examination and inquiry, shall report on it to the Minister.

   

505 (1) Afin de vérifier si la société se conforme à la présente loi et si elle est en bonne situation financière, le surintendant, au moins une fois par an, procède ou fait procéder à un examen et à une enquête portant sur l’activité commerciale et les affaires internes de la société et dont il fait rapport au ministre.

Access to records of company

   

Droit d’obtenir communication des pièces

(2) The Superintendent or a person acting under the Superintendent’s direction

   

(2) Le surintendant ou toute personne agissant sous ses ordres :

(a) has a right of access to any records, cash, assets and security held by or on behalf of a company; and

   

a) a accès aux livres, à la caisse, aux autres éléments d’actif et aux titres détenus par la société ou pour son compte;

(b) may require the directors, officers and auditor of a company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of the condition and affairs of the company or any entity in which the company has a substantial investment.

   

b) peut exiger des administrateurs, dirigeants ou vérificateur qu’ils lui fournissent, dans la mesure du possible, les renseignements et éclaircissements qu’il réclame sur la situation et les affaires internes de la société ou de toute entité dans laquelle elle détient un intérêt de groupe financier.

1991, c. 45, s. 505; 2001, c. 9, s. 559; 2012, c. 5, s. 180.

   

1991, ch. 45, art. 505; 2001, ch. 9, art. 559; 2012, ch. 5, art. 180.

 

Current to February 11, 2020

   317    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Supervision

  

Surveillance

Inspection of Companies

  

Enquête sur les sociétés

Sections 506-507    Articles 506-507

 

Power of Superintendent on inquiry

 

    

 

Pouvoirs du surintendant

506 The Superintendent has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Superintendent’s direction.

   

506 Le surintendant jouit des pouvoirs conférés aux commissaires en vertu de la partie II de la Loi sur les enquêtes pour la réception des dépositions sous serment; il peut les déléguer à une personne agissant sous ses ordres.

Remedial Powers     Réparation
Prudential Agreements     Accords prudentiels

Prudential agreement

   

Accord prudentiel

506.1 The Superintendent may enter into an agreement, called a “prudential agreement”, with a company for the purposes of implementing any measure designed to maintain or improve its safety and soundness.

   

506.1 Le surintendant peut conclure un accord, appelé « accord prudentiel », avec une société afin de mettre en œuvre des mesures visant à maintenir ou à améliorer sa santé financière.

2001, c. 9, s. 560.

   

2001, ch. 9, art. 560.

Directions of Compliance     Décisions

Superintendent’s directions to company

   

Décisions du surintendant

507 (1) Where, in the opinion of the Superintendent, a company, or a person with respect to a company, is committing, or is about to commit, an act that is an unsafe or unsound practice in conducting the business of the company, or is pursuing or is about to pursue any course of conduct that is an unsafe or unsound practice in conducting the business of the company, the Superintendent may direct the company or person to

   

507 (1) S’il est d’avis qu’une société ou une personne est en train ou sur le point, dans le cadre de la gestion de l’activité commerciale de la société, de commettre un acte ou d’adopter une attitude, contraires aux bonnes pratiques du commerce, le surintendant peut lui enjoindre de prendre les mesures suivantes ou l’une d’elles :

(a) cease or refrain from committing the act or pursuing the course of conduct; and

   

a) y mettre un terme ou s’en abstenir;

(b) perform such acts as in the opinion of the Superintendent are necessary to remedy the situation.

   

b) prendre les mesures qui, selon lui, s’imposent pour remédier à la situation.

Opportunity for representations

   

Observations

(2) Subject to subsection (3), no direction shall be issued to a company or person under subsection (1) unless the company or person is provided with a reasonable opportunity to make representations in respect of the matter.

   

(2) Sous réserve du paragraphe (3), le surintendant ne peut imposer l’obligation visée au paragraphe (1) sans donner la possibilité à la société ou à la personne de présenter ses observations à cet égard.

Temporary direction

   

Décision

(3) Where, in the opinion of the Superintendent, the length of time required for representations to be made under subsection (2) might be prejudicial to the public interest, the Superintendent may make a temporary direction with respect to the matters referred to in paragraphs (1)(a) and (b) having effect for a period of not more than fifteen days.

   

(3) Lorsqu’à son avis, le délai pour la présentation des observations pourrait être préjudiciable à l’intérêt public, le surintendant peut imposer les obligations visées aux alinéas (1)a) et b) pour une période d’au plus quinze jours.

 

Current to February 11, 2020

   318    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Directions of Compliance

  

Décisions

Sections 507-509.1    Articles 507-509.1

 

Idem

 

    

 

Idem

(4) Subject to section 508, a temporary direction under subsection (3) continues to have effect after the expiration of the fifteen day period referred to in that subsection if no representations are made to the Superintendent within that period or, if representations have been made, the Superintendent notifies the company or person that the Superintendent is not satisfied that there are sufficient grounds for revoking the direction.

   

(4) Sous réserve de l’article 508, la décision ainsi prise reste en vigueur après l’expiration des quinze jours si aucune observation n’a été présentée dans ce délai ou si le surintendant avise la société ou la personne qu’il n’est pas convaincu que les observations présentées justifient la révocation de la décision.

508 [Repealed, 1996, c. 6, s. 125]

   

508 [Abrogé, 1996, ch. 6, art. 125]

Court enforcement

   

Exécution judiciaire

509 (1) Where a company or person    

 

(a) is contravening or has failed to comply with a prudential agreement entered into under section 506.1 or a direction of the Superintendent issued to the company or person pursuant to subsection 507(1) or (3),    

 

(b) is contravening this Act, or    

 

(c) has omitted to do any thing under this Act that is required to be done by or on the part of the company or person,

   

509 (1) En cas de manquement soit à un accord prudentiel conclu en vertu de l’article 506.1, soit à une décision prise aux termes des paragraphes 507(1) ou (3), soit à une disposition de la présente loi — notamment une obligation — , le surintendant peut, en plus de toute autre mesure qu’il est déjà habilité à prendre sous le régime de celle-ci, demander à un tribunal de rendre une ordonnance obligeant la société ou personne en faute à mettre fin ou remédier au manquement, ou toute autre ordonnance qu’il juge indiquée en l’espèce.

the Superintendent may, in addition to any other action that may be taken under this Act, apply to a court for an order requiring the company or person to comply with the prudential agreement or direction, cease the contravention or do any thing that is required to be done, and on such application the court may so order and make any other order it thinks fit.

   

Appeal

   

Appel

(2) An appeal from a decision of a court under subsection (1) lies in the same manner, and to the same court, as an appeal from any other order of the court.

   

(2) L’ordonnance ainsi rendue peut être portée en appel, de la même façon, devant la juridiction compétente pour juger en appel toute autre ordonnance du tribunal.

1991, c. 45, s. 509; 2001, c. 9, s. 561.

   

1991, ch. 45, art. 509; 2001, ch. 9, art. 561.

Disqualification and Removal of Directors or Senior Officers

   

Rejet des candidatures et destitution

Meaning of senior officer

   

Définition de cadre dirigeant

509.01 In sections 509.1 and 509.2, senior officer means the chief executive officer, secretary, treasurer or controller of a company or any other officer reporting directly to the company’s board of directors or chief executive officer.

   

509.01 Pour l’application des articles 509.1 et 509.2, cadre dirigeant s’entend du premier dirigeant, du secrétaire, du trésorier ou du contrôleur d’une société ou de tout autre dirigeant relevant directement de son conseil d’administration ou de son premier dirigeant.

2001, c. 9, s. 562.

   

2001, ch. 9, art. 562.

Application

   

Application

509.1 (1) This section applies only in respect of a company

   

509.1 (1) Le présent article s’applique à la société :

 

Current to February 11, 2020

   319    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Disqualification and Removal of Directors or Senior Officers

  

Rejet des candidatures et destitution

Section 509.1    Article 509.1

 

(a) that has been notified by the Superintendent that this section applies to it where the company is subject to measures designed to maintain or improve its safety and soundness, which measures    

 

(i) have been specified by the Superintendent by way of conditions or limitations in respect of the order approving the commencement and carrying on of the company’s business, or    

 

(ii) are contained in a prudential agreement entered into under section 506.1 or an undertaking given by the company to the Superintendent; or

 

    

 

a) soit avisée par le surintendant de son assujettissement au présent article dans les cas où elle est visée par des mesures prises pour maintenir ou améliorer sa santé financière, lesquelles mesures figurent dans un accord prudentiel conclu en vertu de l’article 506.1 ou dans un engagement qu’elle a donné au surintendant, ou prennent la forme de conditions ou restrictions accessoires à l’ordonnance d’agrément lui permettant de commencer à fonctionner;

(b) that is the subject of a direction made under section 507 or an order made under subsection 473(3).

   

b) soit visée par une décision prise aux termes de l’article 507 ou par une ordonnance prise en application du paragraphe 473(3).

Information to be provided

   

Renseignements à communiquer

(2) A company shall provide the Superintendent with the name of

   

(2) La société communique au surintendant le nom :

(a) each person who has been nominated for election or appointment as a member of its board of directors,

   

a) des candidats à une élection ou à une nomination au conseil d’administration;

(b) each person who has been selected by the company for appointment as a senior officer, and

   

b) des personnes qu’elle a choisies pour être nommées à un poste de cadre dirigeant;

(c) each person who is newly elected as a director of the company at a meeting of shareholders and who was not proposed for election by anyone involved in the management of the company,

   

c) de toute personne nouvellement élue au poste d’administrateur à une assemblée des actionnaires et dont la candidature n’avait pas été proposée par une personne occupant un poste de gestion.

together with such other information about the background, business record and experience of the person as the Superintendent may require.

   

Elle lui communique également les renseignements personnels qui les concernent et les renseignements sur leur expérience et leur dossier professionnel qu’il peut exiger.

When information to be provided

   

Préavis

(3) The information required by subsection (2) shall be provided to the Superintendent

   

(3) Les renseignements doivent parvenir au surintendant :

(a) at least thirty days prior to the date or proposed date of the election or appointment or within such shorter period as the Superintendent may allow; or

   

a) dans le cas d’une personne visée aux alinéas (2)a) ou b), au moins trente jours avant la date prévue pour l’élection ou la nomination ou dans le délai plus court fixé par le surintendant;

(b) in the case of a person referred to in paragraph (2)(c), within fifteen days after the date of the election of the person.

   

b) dans le cas d’une personne visée à l’alinéa (2)c), dans les quinze jours suivant la date de l’élection de celle-ci.

Disqualification or removal

   

Absence de qualification

(4) If the Superintendent is of the opinion that, on the basis of the competence, business record, experience, conduct or character of a person, he or she is not suitable to hold that position, the Superintendent may, by order

   

(4) Le surintendant peut par ordonnance, en se fondant sur la compétence, l’expérience, le dossier professionnel, la conduite, la personnalité ou la moralité des personnes en cause :

 

Current to February 11, 2020

   320    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Disqualification and Removal of Directors or Senior Officers

  

Rejet des candidatures et destitution

Sections 509.1-509.2    Articles 509.1-509.2

 

(a) in the case of a person referred to in paragraph (2)(a) or (b), disqualify the person from being elected or appointed as a director of a company or from being appointed as a senior officer; or

 

    

 

a) dans les cas visés aux alinéas (2)a) ou b), écarter le nom de celles qui, à son avis, ne sont pas qualifiées pour occuper un poste d’administrateur ou de cadre dirigeant;

(b) in the case of a person referred to in paragraph (2)(c), remove the person from office as a director of the company.

   

b) dans le cas visé à l’alinéa (2)c), destituer du poste d’administrateur celles qu’il n’estime pas qualifiées.

Risk of prejudice

   

Risque de préjudice

(4.1) In forming an opinion under subsection (4), the Superintendent must consider whether the interests of the depositors and creditors of the company would likely be prejudiced if the person were to take office or continue to hold office, as the case may be.

   

(4.1) Dans l’exercice du pouvoir visé au paragraphe (4), le surintendant doit prendre en considération la question de savoir si l’entrée en fonctions de la personne ou le fait qu’elle continue d’occuper son poste nuira vraisemblablement aux intérêts des déposants et créanciers de la société.

Representations may be made

   

Observations

(5) The Superintendent must in writing notify the person concerned and the company of any action that the Superintendent proposes to take under subsection (4) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

   

(5) Le surintendant donne un préavis écrit à la personne concernée et à la société relativement à toute mesure qu’il entend prendre aux termes du paragraphe (4) et leur donne l’occasion de présenter leurs observations dans les quinze jours suivant la date de ce préavis ou dans le délai supérieur qu’il peut fixer.

Prohibition

   

Interdiction

(6) Where an order has been made under subsection (4)

   

(6) Il est interdit :

(a) disqualifying a person from being elected or appointed to a position, the person shall not be, and the company shall not permit the person to be, elected or appointed to the position; or

   

a) aux personnes assujetties à une ordonnance prise en vertu de l’alinéa (4)a) de se faire élire ou nommer au poste pour lequel elles n’ont pas été jugées qualifiées et à la société de permettre qu’elles se fassent élire ou nommer;

(b) removing a director from office, the person shall not continue to hold, and the company shall not permit the person to continue to hold, office as a director.

   

b) aux personnes assujetties à une ordonnance prise en vertu de l’alinéa (4)b) de continuer à occuper le poste d’administrateur et à la société de les laisser continuer d’occuper le poste.

1996, c. 6, s. 126; 2001, c. 9, s. 563.

   

1996, ch. 6, art. 126; 2001, ch. 9, art. 563.

Removal of directors or senior officers

   

Destitution des administrateurs et des cadres dirigeants

509.2 (1) The Superintendent may, by order, remove a person from office as a director or senior officer of a company if the Superintendent is of the opinion that the person is not suitable to hold that office

   

509.2 (1) Le surintendant peut, par ordonnance, destituer une personne de son poste d’administrateur ou de cadre dirigeant d’une société s’il est d’avis, en se fondant sur un ou plusieurs des éléments ci-après, qu’elle n’est pas qualifiée pour occuper ce poste :

(a) on the basis of the competence, business record, experience, conduct or character of the person; or

   

a) sa compétence, son expérience, son dossier professionnel, sa conduite, sa personnalité ou sa moralité;

(b) because the person has contravened or, by action or negligence, has contributed to the contravention of

   

b) le fait qu’elle a contrevenu ou a contribué par son action ou sa négligence à contrevenir :

(i) this Act or the regulations made under it,

   

 

Current to February 11, 2020

   321    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Disqualification and Removal of Directors or Senior Officers

  

Rejet des candidatures et destitution

Section 509.2    Article 509.2

 

(ii) a direction made under section 507,

 

    

 

(i) à la présente loi ou à ses règlements,

(iii) an order made under subsection 473(3),

   

(ii) à une décision prise aux termes de l’article 507,

(iv) a condition or limitation in respect of the order approving the commencement and carrying on the company’s business, or

   

(iii) à une ordonnance prise en vertu du paragraphe 473(3),(iv) aux conditions ou restrictions accessoires à l’ordonnance d’agrément permettant à la société de commencer à fonctionner,

(v) a prudential agreement entered into under section 506.1 or an undertaking given by the company to the Superintendent.

   

(v) à un accord prudentiel conclu en vertu de l’article 506.1 ou à un engagement que la société a donné au surintendant.

Risk of prejudice

 

(2) In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the depositors and creditors of the company have been or are likely to be prejudiced by the person’s holding office as a director or senior officer.

   

Risque de préjudice

 

(2) Dans l’exercice du pouvoir visé au paragraphe (1), le surintendant doit prendre en considération la question de savoir si le fait que la personne occupe le poste a nui aux intérêts des déposants et créanciers de la société ou y nuira vraisemblablement.

Representations may be made

 

(3) The Superintendent must in writing notify the person concerned and the company of any removal order that the Superintendent proposes to make under subsection (1) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

   

Observations

 

(3) Le surintendant donne un préavis écrit à la personne concernée et à la société relativement à l’ordonnance de destitution qu’il entend prendre en vertu du paragraphe (1) et leur donne l’occasion de présenter leurs observations dans les quinze jours suivant la date de ce préavis ou dans le délai supérieur qu’il peut fixer.

Suspension

 

(4) If the Superintendent is of the opinion that the public interest may be prejudiced by the director or senior officer continuing to exercise the powers or carry out the duties and functions of that office during the period for making representations, the Superintendent may make an order suspending the director or senior officer. The suspension may not extend beyond 10 days after the expiration of that period.

   

Suspension

 

(4) Lorsque, à son avis, le fait pour l’administrateur ou le cadre dirigeant d’exercer les attributions de son poste pendant le délai prévu pour la présentation des observations nuira vraisemblablement à l’intérêt public, le surintendant peut prendre une ordonnance ayant pour effet de suspendre celui-ci pour une période qui ne peut dépasser de plus de dix jours le délai prévu.

Notice of order

 

(5) The Superintendent shall, without delay, notify the director or senior officer, as the case may be, and the company of a removal order or suspension order.

   

Avis

 

(5) Le surintendant avise sans délai l’administrateur ou le cadre dirigeant, selon le cas, et la société de l’ordonnance de destitution ou de suspension.

Consequences of removal order

 

(6) The director or senior officer, as the case may be, ceases to hold that office as of the date the removal order is made or any later date specified in the order.

   

Effet de l’ordonnance de destitution

 

(6) L’administrateur ou le cadre dirigeant, selon le cas, cesse d’occuper son poste dès la prise de l’ordonnance de destitution ou à la date postérieure qui y est précisée.

Appeal

 

(7) The director or senior officer, as the case may be, or the company may, within 30 days after the date of receipt

   

Appel

 

(7) L’administrateur ou le cadre dirigeant, selon le cas, ou la société peuvent interjeter appel à la Cour fédérale

 

Current to February 11, 2020

   322    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Disqualification and Removal of Directors or Senior Officers

  

Rejet des candidatures et destitution

Sections 509.2-510    Articles 509.2-510

 

of notice of the removal order under subsection (5), or within any longer period that the Court allows, appeal the matter to the Federal Court.

 

    

 

de l’ordonnance de destitution, dans les trente jours suivant la date de réception de l’avis donné au titre du paragraphe (5) ou dans le délai supérieur que la Cour peut accorder.

Powers of Federal Court

 

(8) The Federal Court, in the case of an appeal, may dismiss the appeal or set aside the removal order.

   

Pouvoirs de la Cour fédérale

 

(8) La Cour fédérale statue sur l’appel soit par le rejet pur et simple de celui-ci, soit par l’annulation de l’ordonnance de destitution.

Order not stayed by appeal

 

(9) A removal order is not stayed by an appeal.

   

Appel non suspensif

 

(9) L’appel n’est pas suspensif.

2001, c. 9, s. 564.

   

2001, ch. 9, art. 564.

Supervisory Intervention     Surveillance et intervention

Superintendent may take control

 

510 (1) Subject to this Act, where any of the circumstances described in subsection (1.1) exist in respect of a company, the Superintendent may

   

Prise de contrôle

 

510 (1) Sous réserve des autres dispositions de la présente loi, le surintendant peut, dans les circonstances visées au paragraphe (1.1) :

(a) take control, for a period not exceeding sixteen days, of the assets of the company and the assets held in trust by or under the administration of the company; or

   

a) prendre le contrôle pendant au plus seize jours de l’actif d’une société ainsi que de l’actif qu’elle détient en fiducie ou qu’elle administre;

(b) unless the Minister advises the Superintendent that the Minister is of the opinion that it is not in the public interest to do so,

   

b) sauf avis contraire du ministre fondé sur l’intérêt public, en prendre le contrôle pour plus de seize jours, continuer d’en assumer le contrôle au-delà de ce terme ou prendre le contrôle de la société.

(i) take control, for a period exceeding sixteen days, of the assets of the company and the assets held in trust by or under the administration of the company,

   

(ii) where control of assets has been taken under paragraph (a), continue the control beyond the sixteen days referred to in that paragraph, or

   

(iii) take control of the company.

   

Circumstances for taking control

   

Circonstances permettant la prise de contrôle

(1.1) Control by the Superintendent under subsection (1) may be taken in respect of a company where

   

(1.1) Le surintendant peut prendre le contrôle visé au paragraphe (1) à l’égard de la société :

(a) the company has failed to pay its liabilities or, in the opinion of the Superintendent, will not be able to pay its liabilities as they become due and payable;

   

a) qui a omis de payer une dette exigible ou qui, à son avis, ne pourra payer ses dettes au fur et à mesure qu’elles deviendront exigibles;

(b) [Repealed, 2001, c. 9, s. 565]

   

b) [Abrogé, 2001, ch. 9, art. 565]

(c) the assets of the company are not, in the opinion of the Superintendent, sufficient to give adequate protection to the company’s depositors and creditors;

   

c) qui n’a pas un actif suffisant, à son avis, pour assurer une protection adéquate à ses déposants et créanciers;

 

Current to February 11, 2020

   323    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Supervisory Intervention

  

Surveillance et intervention

Section 510    Article 510

 

(d) any asset appearing on the books or records of the company or held in trust by or under the administration of the company is not, in the opinion of the Superintendent, satisfactorily accounted for;

 

    

 

d) dont un élément d’actif figurant dans ses livres, détenu en fiducie ou qu’elle administre n’est pas, à son avis, correctement pris en compte;

(e) the regulatory capital of the company has, in the opinion of the Superintendent, reached a level or is eroding in a manner that may detrimentally affect the company’s depositors or creditors;

   

e) dont le capital réglementaire a, à son avis, atteint un seuil ou se dégrade au point où ses déposants ou ses créanciers risquent d’être lésés;

(f) the company has failed to comply with an order of the Superintendent under paragraph 473(3)(a);

   

f) qui n’a pas suivi l’ordonnance qu’il a prise en vertu du paragraphe 473(3) lui enjoignant d’augmenter son capital;

(g) the company’s deposit insurance has been terminated by the Canada Deposit Insurance Corporation; or

   

g) dont la police d’assurance-dépôts a été résiliée par la Société d’assurance-dépôts du Canada;

(h) in the opinion of the Superintendent, any other state of affairs exists in respect of the company that may be materially prejudicial to the interests of the company’s depositors or creditors or the beneficiaries of any trust under the company’s administration, including where proceedings under a law relating to bankruptcy or insolvency have been commenced in Canada or elsewhere in respect of the holding body corporate of the company.

   

h) où, à son avis, il existe une autre situation qui risque de porter un préjudice réel aux intérêts de ses déposants ou créanciers, ou aux bénéficiaires d’une fiducie qu’elle administre, y compris l’existence de procédures engagées, au Canada ou à l’étranger, à l’égard de sa société mère au titre du droit relatif à la faillite ou à l’insolvabilité.

Notice of proposed action

 

(1.2) The Superintendent must notify a company of any action proposed to be taken in respect of it under paragraph (1)(b) and of its right to make written representations to the Superintendent within the time specified in the notice not exceeding ten days after it receives the notice.

   

Avis

 

(1.2) Le surintendant avise la société avant de prendre la mesure visée à l’alinéa (1)b) et lui fait part de son droit de faire valoir ses observations par écrit dans le délai qu’il fixe ou, au plus tard, dix jours après réception de l’avis.

Objectives of Superintendent

 

(2) Where, pursuant to subsection (1), the Superintendent has control of the assets of a company referred to in that subsection, the Superintendent may do all things necessary or expedient to protect the rights and interests of the depositors and creditors of the company or the beneficiaries of any trust under the administration of the company.

   

Objectifs du surintendant

 

(2) Après avoir pris le contrôle de l’actif d’une société en vertu du paragraphe (1), le surintendant peut prendre toutes les mesures utiles pour protéger les droits et intérêts des déposants et créanciers de celle-ci ou des bénéficiaires des fiducies dont elle a l’administration.

Powers of Superintendent

 

(3) Where, pursuant to subsection (1), the Superintendent has control of the assets of a company referred to in that subsection,

   

Pouvoirs du surintendant

 

(3) Lorsque le surintendant a le contrôle de l’actif de la société visé au paragraphe (1) :

(a) the company shall not make, acquire or transfer any loan or make any purchase, sale or exchange of securities or any disbursement or transfer of cash of any kind without the prior approval of the Superintendent or a representative designated by the Superintendent; and

   

a) celle-ci ne peut consentir, acquérir ou céder de prêt, ni faire d’achat, de vente ou d’échange de valeurs mobilières, ni procéder à des sorties ou virements de fonds de quelque sorte que ce soit, sans l’approbation préalable du surintendant ou de son délégué;

 

Current to February 11, 2020

   324    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Supervisory Intervention

  

Surveillance et intervention

Sections 510-515    Articles 510-515

 

(b) no director, officer or employee of the company shall have access to any cash or securities held by or under the administration of the company unless    

 

(i) a representative of the Superintendent accompanies the director, officer or employee, or    

 

(ii) the access is previously authorized by the Superintendent or the Superintendent’s representative.

 

    

 

b) aucun administrateur, dirigeant ou employé de la société n’a accès à l’encaisse ou aux valeurs mobilières détenues par la société ou dont elle a l’administration, à moins d’être accompagné d’un délégué du surintendant, ou d’y avoir été préalablement autorisé par le surintendant ou son délégué.

1991, c. 45, s. 510; 1996, c. 6, s. 127; 2001, c. 9, s. 565.

   

1991, ch. 45, art. 510; 1996, ch. 6, art. 127; 2001, ch. 9, art. 565.

511 to 513 [Repealed, 1996, c. 6, s. 128]

   

511 à 513 [Abrogés, 1996, ch. 6, art. 128]

Powers of directors and officers suspended

 

514 (1) Where the Superintendent takes control of a company pursuant to subparagraph 510(1)(b)(iii), the powers, duties, functions, rights and privileges of the directors of the company and of the officers of the company responsible for its management are suspended.

   

Suspension des pouvoirs et fonctions

 

514 (1) Lorsque le surintendant prend le contrôle de la société, les pouvoirs, fonctions, droits et privilèges des administrateurs et dirigeants responsables de sa gestion sont suspendus.

Superintendent to manage company

 

(2) Where the Superintendent takes control of a company pursuant to subparagraph 510(1)(b)(iii), the Superintendent shall manage the business and affairs of the company and in so doing the Superintendent    

 

(a) may perform any of the duties and functions that the persons referred to in subsection (1) were performing prior to the taking of control; and    

 

(b) has and may exercise any power, right or privilege that any such person had or could have exercised prior to the taking of control.

   

Gestion par le surintendant

 

(2) Le surintendant doit gérer les activités commerciales et les affaires internes de la société dont il a pris le contrôle; à cette fin, il est chargé des attributions antérieurement exercées par les personnes mentionnées au paragraphe (1) et se voit attribuer tous les droits et privilèges qui leur étaient alors dévolus.

Persons to assist

 

(3) Where the Superintendent takes control of a company pursuant to subparagraph 510(1)(b)(iii), the Superintendent may appoint one or more persons to assist in the management of the company.

   

Aide

 

(3) Le cas échéant, le surintendant peut nommer une ou plusieurs personnes pour l’aider à la gérer.

1991, c. 45, s. 514; 1996, c. 6, s. 129.

   

1991, ch. 45, art. 514; 1996, ch. 6, art. 129.

Expiration of control

 

515 Control by the Superintendent under subsection 510(1) of a company or of the assets of a company and the assets held in trust by or under the administration of the company expires on the day on which a notice by the Superintendent is sent to the directors and officers who conducted the business and affairs of the company stating that the Superintendent is of the opinion that the circumstances leading to the taking of control by the Superintendent have been substantially rectified and that the company can resume control of its business and affairs.

   

Fin du contrôle

 

515 Le contrôle pris en vertu du paragraphe 510(1) se termine à la date d’expédition d’un avis du surintendant aux administrateurs et dirigeants en poste avant la prise de contrôle indiquant qu’il est d’avis que la situation motivant la prise de contrôle a été en grande partie corrigée et que la société peut reprendre le contrôle de ses activités commerciales et de ses affaires internes.

1991, c. 45, s. 515; 1996, c. 6, s. 129.

   

1991, ch. 45, art. 515; 1996, ch. 6, art. 129.

 

Current to February 11, 2020

   325    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Supervisory Intervention

  

Surveillance et intervention

Sections 515.1-517

  

Articles 515.1-517

 

Superintendent may request winding-up

 

515.1 The Superintendent may, at any time before the receipt of a request under section 516 to relinquish control of a company or of the assets of a company and the assets held in trust by or under the administration of the company, request the Attorney General of Canada to apply for a winding-up order under section 10.1 of the Winding-up and Restructuring Act in respect of the company where

 

(a) the assets of the company and the assets held in trust by or under the administration of the company are under the control of the Superintendent pursuant to subparagraph 510(1)(b)(i) or (ii); or

 

(b) the company is under the control of the Superintendent pursuant to subparagraph 510(1)(b)(iii).

 

1996, c. 6, s. 129.

 

    

  

Liquidation

 

515.1 Le surintendant peut demander au procureur général du Canada de requérir l’ordonnance de mise en liquidation prévue à l’article 10.1 de la Loi sur les liquidations et les restructurations à l’égard :

 

a) soit d’une société dont l’actif ainsi que l’actif qu’elle détient en fiducie ou qu’elle administre sont sous son contrôle en vertu de l’alinéa 510(1)b);

 

b) soit d’une société sous son contrôle en vertu de cet alinéa.

 

1996, ch. 6, art. 129.

Requirement to relinquish control

 

516 Where no action has been taken by the Superintendent under section 515.1 and, after thirty days following the taking of control by the Superintendent under subsection 510(1) of a company or of the assets of a company and the assets held in trust by or under the administration of the company, the Superintendent receives from its board of directors a notice in writing requesting the Superintendent to relinquish control, the Superintendent must, not later than twelve days after receipt of the notice,

 

(a) comply with the request; or

 

(b) request the Attorney General of Canada to apply for a winding-up order under section 10.1 of the Winding-up and Restructuring Act in respect of the company.

 

1991, c. 45, s. 516; 1996, c. 6, s. 129.

    

Abandon du contrôle ou demande de mise en liquidation

 

516 S’il n’a pris aucune des mesures prévues à l’article 515.1, le surintendant doit, douze jours après réception de la requête écrite du conseil d’administration demandant la fin du contrôle et présentée au plus tôt trente jours après la prise de contrôle de la société ou de son actif ainsi que de l’actif qu’elle détient en fiducie ou qu’elle administre, soit abandonner le contrôle, soit demander au procureur général du Canada de requérir, à l’endroit de la société, l’ordonnance de mise en liquidation prévue à l’article 10.1 de la Loi sur les liquidations et les restructurations.

 

1991, ch. 45, art. 516; 1996, ch. 6, art. 129.

Advisory committee

 

517 The Superintendent may, from among the companies that are subject to an assessment under section 23 of the Office of the Superintendent of Financial Institutions Act and required to share in the expenses resulting from the taking of control of a company pursuant to subsection 510(1), appoint a committee of not more than six members to advise the Superintendent in respect of assets, management and all other matters pertinent to the duties and responsibilities of the Superintendent in exercising control of the company.

 

1991, c. 45, s. 517; 1996, c. 6, s. 129.

    

Comité consultatif

 

517 Le surintendant peut, parmi les sociétés qui sont assujetties à la cotisation prévue à l’article 23 de la Loi sur le Bureau du surintendant des institutions financières et doivent contribuer aux frais résultant de la prise de contrôle d’une société, former un comité d’au plus six membres pour le conseiller en ce qui concerne l’actif, la gestion ou toute autre question afférente à ses devoirs et responsabilités dans l’exercice d’un tel contrôle.

 

1991, ch. 45, art. 517; 1996, ch. 6, art. 129.

 

Current to February 11, 2020

   326    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII Regulation of Companies — Superintendent

  

PARTIE XII Réglementation des sociétés : surintendant

Remedial Powers

  

Réparation

Supervisory Intervention

  

Surveillance et intervention

Sections 518-520.1

  

Articles 518-520.1

 

Expenses payable by company

 

518 (1) Where the Superintendent has taken control of a company pursuant to subparagraph 510(1)(b)(iii) and the control expires or is relinquished pursuant to section 515 or paragraph 516(a), the Superintendent may direct that the company be liable for repayment of all or part of the expenses resulting from the taking of control of the company and assessed against and paid by other companies pursuant to section 23 of the Office of the Superintendent of Financial Institutions Act, together with such interest in respect thereof at such rate as is specified by the Superintendent.

 

    

  

Frais à la charge de la société

 

518 (1) S’il abandonne le contrôle d’une société ou que celui-ci prend fin aux termes de l’article 515 ou conformément à la requête du conseil d’administration, le surintendant peut ordonner que la société soit tenue de rembourser, en tout ou en partie, les frais résultant de la prise de contrôle qui ont fait l’objet de la cotisation et ont déjà été payés par d’autres sociétés en vertu de l’article 23 de la Loi sur le Bureau du surintendant des institutions financières, ainsi que l’intérêt afférent au taux fixé par lui.

Debt due to Her Majesty

 

(2) Where any direction is made under subsection (1), the amount for which the company is liable is a debt due to Her Majesty in right of Canada payable on demand and is recoverable in the Federal Court or any other court of competent jurisdiction.

 

1991, c. 45, s. 518; 1996, c. 6, s. 130.

    

Créance de Sa Majesté

 

(2) Le montant que la société est tenue de rembourser en vertu du paragraphe (1) constitue une créance de Sa Majesté du chef du Canada payable sur demande et est recouvrable à ce titre devant la Cour fédérale ou tout autre tribunal compétent.

 

1991, ch. 45, art. 518; 1996, ch. 6, art. 130.

Priority of claim in liquidation

 

519 In the case of the winding-up of a company, the expenses resulting from the taking of control of the company under subsection 510(1) and assessed against and paid by other companies pursuant to section 23 of the Office of the Superintendent of Financial Institutions Act, and interest in respect thereof at such rate as is specified by the Superintendent, constitute a claim of Her Majesty in right of Canada against the assets of the company that ranks after all other claims but prior to any claim in respect of the shares of the company.

 

1991, c. 45, s. 519; 1996, c. 6, s. 131(E).

    

Priorité de réclamation en cas de liquidation

 

519 En cas de liquidation de la société, les frais visés au paragraphe 518(1), ainsi que l’intérêt afférent au taux fixé par le surintendant, constituent, sur l’actif de la société, une créance de Sa Majesté du chef du Canada venant au dernier rang mais avant toute créance sur les actions de la société.

 

1991, ch. 45, art. 519; 1996, ch. 6, art. 131(A).

Application of assessment

 

520 Any amount recovered pursuant to section 518 or 519 shall be applied to reduce the total amount of expenses incurred for or in connection with the administration of this Act.

    

Réduction

 

520 Les montants recouvrés conformément aux articles 518 ou 519 sont défalqués du montant total des frais exposés dans le cadre de l’application de la présente loi.

PART XII.1

 

Regulation of Companies — Commissioner

 

Required information

 

520.1 A company shall provide the Commissioner with the information at the times and in the form that the Commissioner may require for the purposes of the administration of the Financial Consumer Agency of Cana-da Act and the consumer provisions.

 

2001, c. 9, s. 566.

    

PARTIE XII.1

 

Réglementation des sociétés : commissaire

 

Demande de renseignements

 

520.1 La société fournit au commissaire, aux dates et en la forme précisées, les renseignements qu’il exige pour l’application de la Loi sur l’Agence de la consommation en matière financière du Canada et des dispositions visant les consommateurs.

 

2001, ch. 9, art. 566.

 

Current to February 11, 2020

   327    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII.1 Regulation of Companies — Commissioner

  

PARTIE XII.1 Réglementation des sociétés : commissaire

Sections 520.2-520.3

  

Articles 520.2-520.3

 

Confidential information

 

520.2 (1) Subject to subsection (2), information regarding the business or affairs of a company or regarding persons dealing with one that is obtained by the Commissioner or by any person acting under the direction of the Commissioner, in the course of the exercise or performance of powers, duties and functions referred to in subsection 5(1) of the Financial Consumer Agency of Canada Act, and any information prepared from that information, is confidential and shall be treated accordingly.

 

    

  

Caractère confidentiel des renseignements

 

520.2 (1) Sous réserve du paragraphe (2), sont confidentiels et doivent être traités comme tels les renseignements concernant l’activité commerciale et les affaires internes de la société ou concernant une personne faisant affaire avec elle — ainsi que les renseignements qui sont tirés de ceux-ci — , obtenus par le commissaire ou par toute autre personne exécutant ses directives, dans le cadre de l’exercice des attributions visées au paragraphe 5(1) de la Loi sur l’Agence de la consommation en matière financière du Canada.

Disclosure permitted

 

(2) If the Commissioner is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed, subsection (1) does not prevent the Commissioner from disclosing it

 

(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

 

(b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

 

(c) to the Canada Deposit Insurance Corporation for purposes related to its operation; and

 

(d) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Cana-da authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions.

 

2001, c. 9, s. 566.

    

Communication autorisée

 

(2) S’il est convaincu que les renseignements seront traités comme confidentiels par leur destinataire, le commissaire peut les communiquer :

 

a) à une agence ou à un organisme gouvernemental qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

 

b) à une autre agence ou à un autre organisme qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

 

c) à la Société d’assurance-dépôts du Canada pour l’accomplissement de ses fonctions;

 

d) au sous-ministre des Finances, ou à tout fonctionnaire du ministère des Finances que celui-ci a délégué par écrit, ou au gouverneur de la Banque du Canada, ou à tout fonctionnaire de la Banque du Canada que celui-ci a délégué par écrit, pour l’analyse de la politique en matière de réglementation des institutions financières.

 

2001, ch. 9, art. 566.

Examination

 

520.3 (1) The Commissioner, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry that the Commissioner considers necessary for the purposes of satisfying the Commissioner that the applicable consumer provisions are being complied with and, after the conclusion of each examination and inquiry, shall report on it to the Minister.

    

Examen

 

520.3 (1) Afin de s’assurer que la société se conforme aux dispositions visant les consommateurs applicables, le commissaire, à l’occasion, mais au moins une fois par an, procède ou fait procéder à un examen et à une enquête dont il fait rapport au ministre.

Access to records of company

 

(2) The Commissioner or a person acting under the Commissioner’s direction in carrying out his or her duties under subsection (1)

 

(a) has a right of access to any records, including electronic records, of a company; and

    

Droit d’obtenir communication des pièces

 

(2) Pour l’application du paragraphe (1), le commissaire ou toute personne agissant sous ses ordres :

 

a) a accès aux documents, notamment sous forme électronique, de la société;

 

Current to February 11, 2020

   328    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XII.1 Regulation of Companies — Commissioner

  

PARTIE XII.1 Réglementation des sociétés : commissaire

Sections 520.3-521    Articles 520.3-521

 

(b) may require the directors or officers of a company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of any matter subject to examination or inquiry under subsection (1).

 

2001, c. 9, s. 566.

 

    

  

b) peut exiger des administrateurs ou des dirigeants qu’ils lui fournissent, dans la mesure du possible, les renseignements et éclaircissements qu’il réclame pour examen ou enquête pour l’application du paragraphe (1).

 

2001, ch. 9, art. 566.

Power of Commissioner on inquiry

 

520.4 The Commissioner, in carrying out his or her duties in relation to consumer provisions, has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Commissioner’s direction.

 

2001, c. 9, s. 566.

    

Pouvoirs du commissaire

 

520.4 Le commissaire jouit, pour l’application des dispositions visant les consommateurs, des pouvoirs conférés aux commissaires en vertu de la partie II de la Loi sur les enquêtes pour la réception des dépositions sous serment; il peut les déléguer à une personne agissant sous ses ordres.

 

2001, ch. 9, art. 566.

Compliance agreement

 

520.5 The Commissioner may enter into an agreement, called a “compliance agreement”, with a company for the purposes of implementing any measure designed to further compliance by it with the consumer provisions.

 

2001, c. 9, s. 566.

    

Accord de conformité

 

520.5 Le commissaire peut conclure un accord, appelé « accord de conformité », avec une société afin de mettre en œuvre des mesures visant à favoriser le respect par celle-ci des dispositions visant les consommateurs.

 

2001, ch. 9, art. 566.

PART XIII

 

Administration

 

Notices and Other Documents

 

Execution of documents

 

520.6 Any by-law, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one person for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the persons. The documents if duly executed or signed by all persons required or permitted to sign them are deemed to constitute one document for the purposes of this Act.

 

2005, c. 54, s. 446.

    

PARTIE XIII

 

Application

 

Avis et autres documents

 

Présomption relative à la signature des documents

 

520.6 Les règlements administratifs, avis, résolutions, demandes, déclarations et autres documents qui doivent ou peuvent être signés par plusieurs personnes pour l’application de la présente loi peuvent être rédigés en plusieurs exemplaires de même forme, dont chacun est signé par une ou plusieurs de ces personnes. Ces exemplaires dûment signés sont réputés constituer un seul document pour l’application de la présente loi.

 

2005, ch. 54, art. 446.

Notice to directors and shareholders

 

521 A notice or document required by this Act or the regulations or by the incorporating instrument or by-laws of a company to be sent to a shareholder or director of a company may be sent by prepaid mail addressed to, or may be delivered personally to,

 

(a) the shareholder at the shareholder’s latest address as shown in the records of the company or its transfer agent; and

    

Avis aux administrateurs et aux actionnaires

 

521 Les avis ou documents dont la présente loi, ses règlements d’application, l’acte constitutif ou les règlements administratifs de la société exigent l’envoi aux actionnaires ou aux administrateurs peuvent être adressés sous pli pré-affranchi ou remis en personne :

 

a) aux actionnaires, à la dernière adresse figurant dans les livres de la société ou de son agent de transfert;

 

Current to February 11, 2020

   329    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Notices and Other Documents

  

Avis et autres documents

Sections 521-525    Articles 521-525

 

(b) the director at the director’s latest address as shown in the records of the company or in the latest return made under section 499.

 

    

  

b) aux administrateurs, à la dernière adresse figurant dans les livres de la société ou dans le plus récent des relevés visés à l’article 499.

Presumption from return

 

522 A director named in the latest return sent by a company to the Superintendent under section 499 is presumed for the purposes of this Act to be a director of the company referred to in the return.

    

Présomption

 

522 Les administrateurs nommés dans le dernier relevé reçu par le surintendant sont présumés, pour l’application de la présente loi, être administrateurs de la société qui y est mentionnée.

Presumption of receipt

 

523 (1) A notice or document sent by mail in accordance with section 521 to a shareholder or director is deemed to be received by the shareholder or director at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

    

Idem

 

523 (1) Les actionnaires ou administrateurs auxquels sont expédiés les avis ou documents obligatoires sont réputés, sauf s’il existe des motifs valables à l’effet contraire, les avoir reçus à la date normale de livraison par la poste.

Undelivered notices

 

(2) If a company sends a notice or document to a shareholder in accordance with section 521 and it is returned on two consecutive occasions because the shareholder cannot be found, the company is not required to send any further notices or documents to the shareholder until it is informed in writing of their new address.

 

1991, c. 45, s. 523; 2005, c. 54, s. 447.

    

Retours

 

(2) La société n’est pas tenue d’envoyer les avis ou documents qui lui sont retournés deux fois de suite parce que l’actionnaire est introuvable, sauf si elle est informée par écrit de sa nouvelle adresse.

 

1991, ch. 45, art. 523; 2005, ch. 54, art. 447.

Service on a company

 

524 A notice or document required by this Act to be sent to or served on a company may be sent by registered mail to the head office of the company and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the company did not receive the notice or document at that time or at all.

    

Avis et signification à une société

 

524 Les avis ou documents à envoyer ou signifier à une société en vertu de la présente loi peuvent l’être par courrier recommandé à son siège; leur réception ou signification est alors réputée, sauf s’il existe des motifs valables à l’effet contraire, avoir eu lieu à la date normale de livraison par la poste.

Certificate of company

 

525 (1) A certificate issued on behalf of a company stating any fact that is set out in the incorporating instrument, the by-laws, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a contract to which the company is a party, may be signed by a director or an officer of the company.

    

Certificat

 

525 (1) Le certificat délivré pour le compte d’une société et énonçant un fait figurant dans l’acte constitutif, les règlements administratifs, le procès-verbal d’une assemblée ou d’une réunion ainsi que dans les contrats auxquels la société est partie peut être signé par tout administrateur ou dirigeant de celle-ci.

Proof of certain cases

 

(2) When introduced as evidence in any civil, criminal or administrative action or proceeding,

 

(a) a fact stated in a certificate referred to in subsection (1),

 

(b) a certified extract from a securities register of a company, or

    

Preuve

 

(2) Dans les poursuites ou procédures civiles, pénales ou administratives, font foi de leur contenu sans qu’il soit nécessaire de prouver la signature ni la qualité officielle du signataire :

 

a) les faits énoncés dans le certificat visé au paragraphe (1);

 

Current to February 11, 2020

   330    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Notices and Other Documents

  

Avis et autres documents

Sections 525-527.1

  

Articles 525-527.1

 

(c) a certified copy of, or an extract from, minutes of a meeting of shareholders, directors or a committee of directors of a company

 

    

  

b) les extraits certifiés conformes du registre des valeurs mobilières;

is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

    

c) les copies ou extraits certifiés conformes des procès-verbaux des assemblées ou réunions.

Entry in securities register

    

Mentions au registre des valeurs mobilières

526 An entry in the securities register of, or on a security certificate issued by, a company is evidence that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.

    

526 Les mentions au registre des valeurs mobilières et sur les certificats de valeurs mobilières émis par la société établissent que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.

1991, c. 45, s. 526; 2005, c. 54, s. 448(F).

    

1991, ch. 45, art. 526; 2005, ch. 54, art. 448(F).

Verification of documents or fact

    

Vérification d’un document ou d’un fait

527 (1) The Superintendent may require that a document or a fact stated in a document that is required by or under this Act to be sent to the Superintendent or to the Minister be verified in accordance with subsection (2).

    

527 (1) Le surintendant peut exiger que soit vérifiée l’authenticité de tout document à lui adresser — ou au ministre — sous le régime de la présente loi, ainsi que de l’exactitude de tout fait qui y est énoncé.

Form of proof

    

Forme de preuve

(2) A document or fact required by this Act or by the Superintendent to be verified may be verified by affidavit made under oath or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

    

(2) La vérification peut s’effectuer devant tout commissaire compétent, par voie d’affidavit ou de déclaration solennelle faite aux termes de la Loi sur la preuve au Canada.

Alternative means of publication

    

Autres modes de publicité

527.1 (1) Anything that is required by a provision of this Act to be published in the Canada Gazette or to be published in any other way may, instead of being published in that way, be published in any manner that may be prescribed for the purpose of that provision.

    

527.1 (1) Tout document dont une disposition de la présente loi prévoit la publication, notamment dans la Gazette du Canada, peut être publié selon tout autre mode prévu par règlement pour l’application de cette disposition.

Alternative means of publishing summaries

    

Autres modes de publication des résumés

(2) Anything that is required by a provision of this Act to be summarized in a publication may instead be summarized and published in any manner that may be prescribed for the purpose of that provision.

    

(2) Les renseignements qui, aux termes d’une disposition de la présente loi, doivent faire l’objet de résumés à publier dans le cadre d’une publication peuvent être résumés, et le résumé publié, selon le mode prévu par règlement pour l’application de cette disposition.

Publication conditions

    

Exigences de publication

(3) Any condition under a provision of this Act that something be published in the Canada Gazette or in any other way is satisfied if that thing is published instead in any manner that may be prescribed for the purpose of that provision.

    

(3) Toute exigence de publication, notamment dans la Gazette du Canada, prévue par une disposition de la présente loi est satisfaite par la publication selon le mode prévu par règlement pour l’application de cette disposition.

    
    

 

 

Current to February 11, 2020

   331    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Notices and Other Documents

  

Avis et autres documents

Sections 527.1-527.4

  

Articles 527.1-527.4

 

Other consequences

    

Autres conséquences

(4) Where a provision of this Act provides for consequences to follow the publication of something in the Canada Gazette or in any other manner, the same consequences follow the publication of that thing in any other manner that may be prescribed for the purpose of that provision.

    

(4) Toute conséquence, prévue par une disposition de la présente loi, découlant de la publication, notamment dans la Gazette du Canada, découle de la même façon du mode de publication prévu par règlement pour l’application de cette disposition.

1997, c. 15, s. 407.

    

1997, ch. 15, art. 407.

Approvals

    

Agréments

Definition of approval

 

527.2 In sections 527.3 to 527.8, approval includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.

    

Définition de agrément

 

527.2 Aux articles 527.3 à 527.8, agrément s’entend notamment de toute approbation, désignation, consentement, accord, arrêté, ordonnance, exemption, dispense, prorogation ou prolongation ou autre autorisation accordée sous le régime de la présente loi, par le ministre ou le surintendant, selon le cas; y est assimilée la délivrance de lettres patentes.

2001, c. 9, s. 567; 2007, c. 6, s. 382.

    

2001, ch. 9, art. 567; 2007, ch. 6, art. 382.

Matters to take into account — Minister

 

    

  

Facteurs : ministre

527.3 (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including

    

527.3 (1) Outre les facteurs et conditions prévus par la présente loi qui sont liés à l’octroi d’un agrément, le ministre peut prendre en compte tous les facteurs qu’il estime pertinents dans les circonstances avant d’octroyer son agrément, notamment :

(a) national security; and

    

a) la sécurité nationale;

(b) Canada’s international relations and its international legal obligations.

    

b) les relations internationales du Canada et ses obligations juridiques internationales.

Matters to take into account — Superintendent

    

Facteurs : surintendant

(2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account

    

(2) Outre les facteurs et conditions prévus par la présente loi qui sont liés à l’octroi d’un agrément et les considérations de prudence qu’il estime pertinentes dans les circonstances, le surintendant peut, avant d’octroyer son agrément, prendre en compte :

(a) national security; and

    

a) la sécurité nationale;

(b) Canada’s international relations and its international legal obligations.

    

b) les relations internationales du Canada et ses obligations juridiques internationales.

2007, c. 6, s. 382.

    

2007, ch. 6, art. 382.

Minister — terms, conditions and undertakings

    

Ministre : conditions et engagements

527.4 (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the

    

527.4 (1) Sans préjudice de toute autre mesure fondée sur la présente loi, le ministre peut subordonner l’octroi de son agrément à la réalisation des conditions et engagements qu’il estime appropriés, notamment ceux que précise le surintendant afin de mettre en œuvre des mesures visant à maintenir ou à améliorer la santé

 

Current to February 11, 2020

   332    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Approvals

  

Agréments

Sections 527.4-527.5

  

Articles 527.4-527.5

 

safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it.

 

    

  

financière de toute institution financière régie par une loi fédérale et visée par l’agrément ou susceptible d’être touchée par celui-ci.

Commissioner — supervision of terms, conditions and undertakings

    

Commissaire : conditions et engagements

(1.1) If the Minister specifies that the Commissioner is to supervise a company to determine if it is complying with any terms and conditions that are imposed, or undertakings that are required, by the Minister for the protection of the company’s customers, the Commissioner may take the same measures that the Commissioner could take if the terms and conditions or undertaking were a consumer provision.

    

(1.1) Lorsque le commissaire est tenu par le ministre de superviser une société pour s’assurer qu’elle se conforme à toute condition imposée par celui-ci ou à tout engagement exigé de sa part pour la protection de ses clients, il peut prendre les mêmes mesures que si la condition ou l’engagement était une disposition visant les consommateurs.

Superintendent — terms, conditions and undertakings

    

Surintendant : conditions et engagements

(2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.

    

(2) Sans préjudice de toute autre mesure fondée sur la présente loi, le surintendant peut subordonner l’octroi de son agrément à la réalisation des conditions et engagements qu’il estime appropriés.

2007, c. 6, s. 382; 2010, c. 12, s. 1861.

    

2007, ch. 6, art. 382; 2010, ch. 12, art. 1861.

Revocation, suspension or amendment of approval — Minister

     Révocation, suspension ou modification de l’agrément du ministre

527.5 (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including

    

527.5 (1) Le ministre peut révoquer, suspendre ou modifier son agrément s’il l’estime indiqué. Pour ce faire, il peut prendre en compte tous les facteurs qu’il estime pertinents dans les circonstances, notamment :

(a) national security; and

    

a) la sécurité nationale;

(b) Canada’s international relations and its international legal obligations.

    

b) les relations internationales du Canada et ses obligations juridiques internationales.

Revocation, suspension or amendment of approval — Superintendent

     Révocation, suspension ou modification de l’agrément du surintendant

(2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and

    

(2) Le surintendant peut révoquer, suspendre ou modifier son agrément s’il l’estime indiqué. Pour ce faire, il peut prendre en compte les considérations de prudence qu’il estime pertinentes dans les circonstances et les éléments suivants :

(a) national security; and

    

a) la sécurité nationale;

(b) Canada’s international relations and its international legal obligations.

    

b) les relations internationales du Canada et ses obligations juridiques internationales.

Representations

    

Observations

(3) Before taking any action under this section, the Minister or the Superintendent, as the case may be, shall give

    

(3) Avant de prendre une mesure en application du présent article, le ministre ou le surintendant, selon le

 

Current to February 11, 2020

   333    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Approvals

  

Agréments

Sections 527.5-527.7

  

Articles 527.5-527.7

 

the person concerned a reasonable opportunity to make representations.

 

    

  

cas, accorde aux intéressés la possibilité de présenter des observations.

2007, c. 6, s. 382.

    

2007, ch. 6, art. 382.

Effect of non-compliance on approval

    

Effet de la non-réalisation des conditions ou engagements

527.6 (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.

    

527.6 (1) Sauf disposition contraire expresse de la présente loi, la non-réalisation des conditions ou engagements auxquels l’agrément est subordonné aux termes d’une disposition quelconque de la présente loi ne rend pas celui-ci nul pour autant.

Non-compliance

    

Non-réalisation

(2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may

    

(2) Sans préjudice de toute autre mesure fondée sur la présente loi, en cas de non-réalisation par une personne des conditions ou engagements auxquels l’agrément est subordonné aux termes d’une disposition quelconque de la présente loi, le ministre ou le surintendant, selon le cas, peut :

(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or

    

a) révoquer, suspendre ou modifier l’agrément;

(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.

    

b) demander au tribunal une ordonnance enjoignant à cette personne de se conformer aux conditions ou engagements, le tribunal pouvant alors acquiescer à la demande et rendre toute autre ordonnance qu’il juge opportune.

Representations

    

Observations

(3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.

    

(3) Avant de prendre une mesure en application du paragraphe (2), le ministre ou le surintendant, selon le cas, accorde aux intéressés la possibilité de présenter des observations.

Revocation, suspension or amendment

    

Révocation, suspension ou modification

(4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.

    

(4) Sur demande des intéressés, le ministre ou le surintendant, selon le cas, peut révoquer, suspendre ou modifier les conditions qu’il a imposées, ou révoquer ou suspendre les engagements qu’il a exigés ou en approuver la modification.

2007, c. 6, s. 382.

    

2007, ch. 6, art. 382.

Multiple approval — other approvals

    

Autres agréments

527.7 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.

    

527.7 Le ministre ou le surintendant peut, s’il l’estime indiqué, accorder en un seul acte plusieurs agréments, à l’exception des lettres patentes. Le cas échéant, il peut préciser une date distincte pour la prise d’effet de chacun des agréments.

2007, c. 6, s. 382.

    

2007, ch. 6, art. 382.

 

 

 

Current to February 11, 2020

   334    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Approvals

  

Agréments

Sections 527.8-527.9

  

Articles 527.8-527.9

 

Exemption in relation to notices of intention

    

Pouvoirs du surintendant à l’égard des avis d’intention

527.8 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.

    

527.8 Le surintendant peut, sur demande, soustraire l’auteur ou les auteurs d’une demande d’agrément aux dispositions de la présente loi relatives à la publication d’un avis d’intention concernant les demandes d’agrément et y substituer toute condition qu’il juge appropriée.

2007, c. 6, s. 382.

    

2007, ch. 6, art. 382.

Exceptions to Generally Accepted Accounting Principles

    

Exception aux principes comptables généralement reconnus

Calculations — generally accepted accounting principles

    

Calculs — principes comptables généralement reconnus

527.81 (1) If, as a result of a change to the accounting principles referred to in subsection 313(4) — whether the change is made before or after this section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

    

527.81 (1) Si, par suite d’un changement apporté avant ou après l’entrée en vigueur du présent article aux principes comptables mentionnés au paragraphe 313(4), il est d’avis, compte tenu des considérations de prudence qu’il estime pertinentes, qu’une somme, un calcul ou une évaluation visé par une disposition de la présente loi ou des règlements n’est pas approprié, le surintendant peut déterminer la somme à utiliser ou le calcul ou l’évaluation à effectuer.

Canada Gazette

    

Publication

(2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

 

    

  

(2) Le surintendant fait publier dans la Gazette du Canada un avis de la détermination visée au paragraphe (1) dans les soixante jours suivant la date où elle prend effet.

Five-year limit

    

Période de validité

(3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

    

(3) Les effets de la détermination cessent à la date précisée dans l’avis, qui ne peut être postérieure de plus de cinq ans à la date où elle a été faite.

2012, c. 5, s. 181.

    

2012, ch. 5, art. 181.

Orders to Exempt or Adapt

    

Exemption ou adaptation par décret

Order

    

Décret

527.9 (1) On the recommendation of the Minister, the Governor in Council may, by order,

    

527.9 (1) Sur recommandation du ministre, le gouverneur en conseil peut, par décret :

(a) provide that any provision of this Act or the regulations shall not apply to a company, to Her Majesty in right of Canada or an agent or agency of Her Majesty or to any other person otherwise subject to the provision; and

    

a) prévoir que telle disposition de la présente loi ou de ses règlements ne s’applique pas à une société, à Sa Majesté du chef du Canada ou à l’un de ses mandataires ou organismes ou à toute autre personne autrement assujettie à cette disposition;

(b) provide that any provision of this Act or the regulations applies to a company, to Her Majesty in right of Canada or Her Majesty’s agent or agency or to any other person subject to the provision only in the

    

b) prévoir que telle disposition de la présente loi ou de ses règlements ne s’applique à une société, à Sa Majesté du chef du Canada ou à l’un de ses mandataires ou organismes ou à toute autre personne

    
    

 

Current to February 11, 2020

   335    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Orders to Exempt or Adapt

  

Exemption ou adaptation par décret

Section 527.9

  

Article 527.9

 

manner and to the extent provided for in the order, and adapt the provision for the purposes of that application.

    

assujettie à cette disposition que selon les modalités et dans la mesure prévues par le décret et adapter la disposition à cette application.

Minister’s recommendation

    

Recommandation du ministre

(2) The Minister may make a recommendation under subsection (1) only if the Minister

    

(2) Le ministre ne peut faire de recommandation en application du paragraphe (1) que s’il est d’avis :

(a) is of the opinion that the order would relate to

    

a) que le décret sera lié :

(i) the acquisition, holding, sale or other disposition of, or other dealing with, shares of a company by, or the transfer or issue of shares of a company to, Her Majesty in right of Canada or Her Majesty’s agent or agency, or

    

(i) soit à l’acquisition, à la détention ou à la vente ou toute autre forme de disposition d’actions d’une société par Sa Majesté du chef du Canada ou par l’un de ses mandataires ou organismes, à toute autre forme de commerce par l’un de ceux-ci relativement à de telles actions ou au transfert ou à l’émission de telles actions à l’un de ceux-ci,

(ii) the management of the business and affairs or the regulation and supervision of a company during the time that Her Majesty or Her Majesty’s agent or agency is acquiring, holding, selling or otherwise disposing of, or otherwise dealing with, shares of the company, or during the time that shares of the company are transferred or issued to Her Majesty or Her Majesty’s agent or agency; and

    

(ii) soit à la conduite de l’activité commerciale et des affaires internes ou à la réglementation et à la supervision d’une société alors que Sa Majesté du chef du Canada ou l’un de ses mandataires ou organismes acquiert, détient ou vend des actions de cette société, en dispose autrement, en fait autrement le commerce ou en obtient le transfert ou l’émission;

(b) is of the opinion — after considering measures other than an order under that subsection and after consulting with the Superintendent, the Governor of the Bank of Canada and the Chief Executive Officer of the Canada Deposit Insurance Corporation — that the order will promote the stability of the financial system in Canada.

    

b) après avoir envisagé de prendre d’autres mesures que celles prévues à ce paragraphe et consulté le surintendant, le gouverneur de la Banque du Canada et le premier dirigeant de la Société d’assurance-dépôts du Canada, que le décret favorisera la stabilité du système financier au Canada.

Terms and conditions

 

    

  

Conditions

(3) On the recommendation of the Minister, the Governor in Council may, by order, impose any terms and conditions relating to the acquisition of shares of a company by, or transfer or issue of shares of a company to, Her Majesty in right of Canada or Her Majesty’s agent or agency.

    

(3) Sur recommandation du ministre, le gouverneur en conseil peut, par décret, prévoir les conditions relatives à l’acquisition des actions d’une société par Sa Majesté du chef du Canada ou par l’un de ses mandataires ou organismes ou au transfert ou à l’émission de telles actions à l’un de ceux-ci.

Repeal of order under subsection (1)

    

Abrogation d’un décret pris en application du paragraphe (1)

(4) The Minister may recommend the repeal of an order made under subsection (1) without regard to subsection (2).

    

(4) Le ministre peut recommander l’abrogation d’un décret pris en application du paragraphe (1) sans égard au paragraphe (2).

Terms, conditions and undertakings

    

Conditions et engagements

(5) From the time that Her Majesty in right of Canada or an agent or agency of Her Majesty acquires shares of a company to the time that the shares are sold or otherwise disposed of, the Minister may, by order, impose any terms and conditions on — or require any undertaking from — the company that the Minister considers

    

(5) Lorsque Sa Majesté du chef du Canada ou l’un de ses mandataires ou organismes fait l’acquisition d’actions d’une société, le ministre peut, par arrêté, imposer à la société les conditions et les engagements qu’il estime indiqués, et ce, à compter du moment de l’acquisition et

 

Current to February 11, 2020

   336    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Orders to Exempt or Adapt

  

Exemption ou adaptation par décret

Section 527.9

  

Article 527.9

 

appropriate, including any terms and conditions or undertakings relating to

 

    

  

jusqu’à celui de la vente ou autre disposition des actions, notamment à l’égard de ce qui suit :

(a) the remuneration of the company’s senior officers, as defined in section 509.01, and directors;

    

a) la rémunération de ses cadres dirigeants, au sens de l’article 509.01, et de ses administrateurs;

(b) the appointment or removal of the company’s senior officers, as defined in section 509.01, and directors;

    

b) la nomination ou la destitution de ses cadres dirigeants, au sens de l’article 509.01, et de ses administrateurs;

(c) the payment of dividends by the company; and

    

c) le versement de dividendes par la société;

(d) the company’s lending policies and practices.

    

d) les politiques et pratiques de la société relatives aux prêts.

Acquisition

    

Acquisition

(6) Despite Part X of the Financial Administration Act, the Minister or an agent or agency of Her Majesty in right of Canada may, on any terms and conditions imposed under subsection (3), acquire and hold shares of a company on behalf of or in trust for Her Majesty if, as a result of an order under subsection (1), the company may record in its securities register the transfer or issue of shares to Her Majesty or an agent or agency of Her Majesty.

    

(6) Malgré la partie X de la Loi sur la gestion des finances publiques, le ministre ou l’un des mandataires ou organismes de Sa Majesté du chef du Canada peut, selon les conditions fixées en application du paragraphe (3), acquérir et détenir au nom de Sa Majesté, ou en fiducie pour celle-ci, des actions d’une société si, en raison d’un décret pris en application du paragraphe (1), la société peut inscrire à son registre des valeurs mobilières le transfert ou l’émission d’actions à Sa Majesté ou à l’un de ses mandataires ou organismes.

Payment out of C.R.F.

    

Prélèvement sur le Trésor

(7) On the requisition of the Minister, there may be paid out of the Consolidated Revenue Fund the amount that the Minister or an agent or agency of Her Majesty in right of Canada is required to pay for the acquisition of shares under subsection (6) and any costs and expenses incurred in connection with the acquisition, holding, sale or other disposition of, or other dealing with, the shares.

    

(7) Sur demande du ministre, peuvent être prélevés sur le Trésor les sommes que le ministre ou que l’un des mandataires ou organismes de Sa Majesté du chef du Canada est tenu de payer pour l’acquisition d’actions conformément au paragraphe (6) et les frais entraînés par leur acquisition, détention, vente ou autre disposition ou commerce.

Registration of shares

    

Inscription des actions

(8) Shares acquired under subsection (6) by the Minister or an agent or agency of Her Majesty in right of Canada shall be registered in the name of the Minister, agent or agency, as the case may be, in the company’s securities register if they are capable of being registered in it, and the shares shall be held by the Minister, agent or agency, as the case may be, on behalf of or in trust for Her Majesty.

    

(8) Les actions acquises conformément au paragraphe (6) par le ministre ou par l’un des mandataires ou organismes de Sa Majesté du chef du Canada sont inscrites au registre des valeurs mobilières de la société au nom de l’acquéreur si elles peuvent faire l’objet d’une inscription sur ce registre et sont détenues par lui au nom de Sa Majesté, ou en fiducie pour celle-ci.

Disposition by Minister

    

Disposition par le ministre

(9) The Minister may, at any time, sell or otherwise dispose of shares acquired under subsection (6). The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

    

(9) Le ministre peut, en tout temps, vendre des actions acquises conformément au paragraphe (6) ou en disposer autrement. La Loi sur les biens de surplus de la Couronne ainsi que l’article 61 de la Loi sur la gestion des finances publiques ne s’appliquent pas à une telle vente ou disposition.

 

Current to February 11, 2020

   337    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Orders to Exempt or Adapt

  

Exemption ou adaptation par décret

Section 527.9

  

Article 527.9

 

Disposition by agent or agency

 

    

  

Disposition par l’un des mandataires ou organismes de Sa Majesté

(10) An agent or agency of Her Majesty in right of Canada — at the request of the Minister, which may be made at any time — shall sell or otherwise dispose of shares acquired under subsection (6). The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

    

(10) À la demande du ministre, laquelle peut être faite en tout temps, l’un des mandataires ou organismes de Sa Majesté du chef du Canada vend des actions acquises conformément au paragraphe (6) ou en dispose autrement. La Loi sur les biens de surplus de la Couronne ainsi que l’article 61 de la Loi sur la gestion des finances publiques ne s’appliquent pas à une telle vente ou disposition.

Consideration by Minister

    

Effet de la détention d’actions

(11) If the Minister or an agent or agency of Her Majesty in right of Canada is holding shares of a company on behalf of or in trust for Her Majesty on the day that is two years after the day on which the shares were acquired, the Minister shall consider whether holding the shares continues to promote the stability of the financial system in Canada.

    

(11) Lorsque le ministre ou l’un des mandataires ou organismes de Sa Majesté du chef du Canada détient des actions d’une société au nom de Sa Majesté, ou en fiducie pour celle-ci, deux ans après leur acquisition, le ministre se penche sur la question de savoir si leur détention continue de favoriser la stabilité du système financier au Canada.

Mandatory disposition

    

Disposition obligatoire

(12) If the Minister, under subsection (11), considers that holding shares acquired under subsection (6) no longer continues to promote the stability of the financial system in Canada, the Minister — or, at the request of the Minister, the agent or agency of Her Majesty in right of Canada — shall take the measures that the Minister considers practicable in the circumstances to sell or otherwise dispose of the shares. The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

    

(12) S’il estime, aux termes du paragraphe (11), que la détention d’actions acquises conformément au paragraphe (6) ne favorise plus la stabilité du système financier au Canada, le ministre — ou, à sa demande, l’un des mandataires ou organismes de Sa Majesté du chef du Canada — prend les mesures qu’il juge indiquées dans les circonstances pour vendre les actions ou en disposer autrement. La Loi sur les biens de surplus de la Couronne ainsi que l’article 61 de la Loi sur la gestion des finances publiques ne s’appliquent pas à une telle vente ou disposition.

Not a Crown corporation

    

Pas une société d’État

(13) Even if the acquisition of a company’s shares under subsection (6) would otherwise cause the company to be a Crown corporation, as defined in subsection 83(1) of the Financial Administration Act, the company is not a Crown corporation for the purposes of that Act.

    

(13) Si l’acquisition des actions d’une société conformément au paragraphe (6) en ferait par ailleurs une société d’État, au sens du paragraphe 83(1) de la Loi sur la gestion des finances publiques, cette société n’est pas une telle société pour l’application de cette loi.

Statutory Instruments Act

    

Loi sur les textes réglementaires

(14) The Statutory Instruments Act does not apply to an order made under this section.

    

(14) La Loi sur les textes réglementaires ne s’applique pas aux décrets ou aux arrêtés pris en application du présent article.

Definition of shares

    

Précision

(15) For the purposes of this section, shares includes any conversion or exchange privilege, option or right to acquire shares.

    

(15) Pour l’application du présent article, sont assimilés aux actions les privilèges de conversion ou d’échange et les options ou droits d’achat d’actions.

2009, c. 2, s. 292; 2016, c. 7, s. 174.

    

2009, ch. 2, art. 292; 2016, ch. 7, art. 174.

 

Current to February 11, 2020

   338    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Orders and Directives

  

Arrêts, ordonnances et décisions

Sections 528-529.1

  

Articles 528-529.1

 

Orders and Directives     

Arrêts, ordonnances et décisions

Not statutory instruments

    

Caractère non réglementaire

528 An instrument issued or made under this Act and directed to a single company or person, other than an order referred to in section 487, is not a statutory instrument for the purposes of the Statutory Instruments Act.

    

528 À l’exclusion de l’arrêté prévu à l’article 487, les actes pris sous le régime de la présente loi à l’endroit d’une seule société ou personne ne sont pas des textes réglementaires au sens de la Loi sur les textes réglementaires.

Form

    

Forme

529 The Superintendent may, by order, establish the form of any application to be made to the Minister or the Superintendent under this Act.

    

529 Le surintendant peut, par ordonnance, fixer la forme des demandes présentées au ministre ou à lui-même en vertu de la présente loi.

Applications to Superintendent

    

Demandes au surintendant

Content of applications

    

Demande d’approbation

529.1 (1) The following applications to the Superintendent must contain the information, material and evidence that the Superintendent may require:

    

529.1 (1) Doivent être accompagnées des renseignements et documents que peut exiger le surintendant les demandes suivantes qui lui sont présentées :

(a) applications for approval under subsection 68(1), 75(2), 78(4), 82(5), 83(1), 174(1), 222(3), 421(1), 453(6) or (10), 456(1) or (2) or 470(1), subparagraph 475(2)(b)(vi), section 478 or subsection 482(3) or (4) or 483.3(1);

    

a) les demandes d’agrément, d’approbation ou d’autorisation visées aux paragraphes 68(1), 75(2), 78(4), 82(5), 83(1), 174(1), 222(3), 421(1), 453(6) ou (10), 456(1) ou (2) ou 470(1), au sous-alinéa 475(2)b)(vi), à l’article 478 ou aux paragraphes 482(3) ou (4) ou
483.3(1);

(b) applications for consent under subsection 74(1);

    

b) les demandes d’accord visées au paragraphe 74(1);

(c) applications for exemptions under subsection 160.05(3); and

    

c) les demandes de dispense visées au paragraphe 160.05(3);

(d) applications for extensions of time under subsection 456(3) or (5), 457(4) or 458(4).

    

d) les demandes de prorogation visées aux paragraphes 456(3) ou (5), 457(4) ou 458(4).

Receipt

    

Accusé de réception

(2) Without delay after receiving the application, the Superintendent shall send a receipt to the applicant certifying the date on which it was received.

    

(2) Le surintendant adresse sans délai au demandeur un accusé de réception précisant la date de celle-ci.

Notice of decision to applicant

    

Avis au demandeur

(3) Subject to subsection (4), the Superintendent shall, within a period of thirty days after the receipt of the application, send to the applicant

    

(3) Sous réserve du paragraphe (4), le surintendant envoie au demandeur, dans les trente jours suivant la date de réception :

(a) a notice approving the application, subject to any terms and conditions that the Superintendent considers appropriate; or

    

a) soit un avis d’agrément de la demande, assorti éventuellement des conditions ou modalités qu’il juge utiles;

(b) if the Superintendent is not satisfied that it should be approved, a notice to that effect.

    

b) soit, s’il n’est pas convaincu que la demande devrait être agréée, un avis en ce sens.

 

 

 

 

Current to February 11, 2020

   339    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Applications to Superintendent

  

Demandes au surintendant

Sections 529-529.2

  

Articles 529.1-529.2

 

Extension of period

 

    

  

Prorogation

(4) If the Superintendent is unable to complete the consideration of the application within the period referred to in subsection (3), the Superintendent shall, within that period, send a notice to the applicant informing the applicant that the Superintendent has extended the period for a further period set out in the notice.

    

(4) Dans le cas où l’examen de la demande ne peut se faire dans le délai fixé au paragraphe (3), le surintendant envoie, avant l’expiration de celui-ci, un avis en informant le demandeur et mentionne le nouveau délai.

Deemed approval

    

Présomption

(5) If the applicant does not receive the notice required by subsection (3) and, where applicable, subsection (4), within the required period, the Superintendent is deemed to have approved the application and granted the approval, consent, extension or exemption to which the application relates, regardless of whether the approval, consent, extension or exemption is to be in writing or not.

    

(5) Le défaut d’envoyer l’avis prévu au paragraphe (3) et, s’il y a lieu, celui prévu au paragraphe (4) dans le délai imparti vaut agrément de la demande et octroi de l’agrément, de l’approbation, de l’autorisation, de l’accord, de l’exemption, de la dispense ou de la prorogation de délai visés par la demande, même si ceux-ci doivent être donnés par écrit.

2001, c. 9, s. 568; 2007, c. 6, s. 383.

    

2001, ch. 9, art. 568; 2007, ch. 6, art. 383.

Applications for Certain Approvals

    

Demandes relatives à certains agréments

Application for certain approvals

    

Demandes relatives à certains agréments

529.2 (1) An application for the prior written approval of the Minister in respect of paragraph 410(1)(c) or (c.1) or 453(5)(b.1), (c), (d) or (d.1) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

    

529.2 (1) Toute demande visant l’obtention de l’agrément écrit préalable du ministre faite dans le cadre de l’un ou l’autre des alinéas 410(1)c) et c.1) et 453(5)b.1), c), d) et d.1) est présentée au surintendant et contient les renseignements, documents et éléments de preuve pouvant être exigés par lui.

Certification of receipt of application

    

Accusé de réception

(2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.

    

(2) S’il estime que la demande est complète, le surintendant la transmet, accompagnée de son analyse, au ministre et adresse au demandeur un accusé de réception précisant la date où elle a été transmise au ministre.

Incomplete application

    

Demande incomplète

(3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.

    

(3) Dans le cas contraire, le surintendant envoie au demandeur un avis précisant les renseignements manquants à lui communiquer.

Notice of decision

    

Avis au demandeur

(4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant

    

(4) Sous réserve du paragraphe (5), le ministre envoie au demandeur, dans les trente jours suivant la date visée au paragraphe (2) :

(a) a notice approving the application; or

    

a) soit un avis d’agrément de la demande;

(b) if the Minister is not satisfied that the application should be approved, a notice to that effect.

    

b) soit, s’il n’est pas convaincu que la demande devrait être agréée, un avis de refus.

 

Current to February 11, 2020

   340    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Applications for Certain Approvals

  

Demandes relatives à certains agréments

Sections 529.2-531

  

Articles 529.2-531

 

Extension of period

 

    

  

Prorogation

(5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.

    

(5) Dans le cas où l’examen de la demande ne peut se faire dans le délai fixé au paragraphe (4), le ministre envoie, avant l’expiration de celui-ci, un avis en informant le demandeur et précisant le nouveau délai.

Deemed approval

    

Présomption

(6) If the Minister does not send the notice referred to in subsection (4) or, where applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.

    

(6) Le ministre est réputé avoir agréé la demande s’il omet d’envoyer l’avis prévu au paragraphe (4) et, s’il y a lieu, celui prévu au paragraphe (5) dans le délai imparti.

2007, c. 6, s. 384; 2012, c. 5, s. 182.

    

2007, ch. 6, art. 384; 2012, ch. 5, art. 182.

Appeals

    

Appels

Appeal to Federal Court

    

Appel

530 (1) An appeal lies to the Federal Court from any direction of the Minister made under subsection 396(7) or 401(1).

    

530 (1) Est susceptible d’appel devant la Cour fédérale la décision du ministre prise aux termes des paragraphes 396(7) ou 401(1).

Powers

    

Pouvoirs

(2) The Federal Court may, in an appeal under subsection (1),

    

(2) La Cour fédérale statue sur l’appel en prenant au choix l’une des décisions suivantes :

(a) dismiss the appeal;

    

a) rejet pur et simple;

(b) set aside the direction or decision; or

    

b) annulation des mesures ou décisions en cause;

(c) set aside the direction or decision and refer the matter back for re-determination.

    

c) annulation des mesures ou décisions et renvoi de l’affaire pour réexamen.

Certificate

    

Certificat

(3) For the purposes of an appeal under subsection (1), the Minister shall, at the request of the company or person making the appeal, provide the company or person with a certificate in writing setting out the direction or decision appealed from and the reasons why the direction or decision was made.

    

(3) Sur demande, le ministre remet à la société ou à la personne qui interjette appel un certificat exposant les mesures ou la décision portées en appel ainsi que les raisons justifiant leur prise.

1991, c. 45, ss. 530, 540; 1996, c. 6, s. 132; 2012, c. 31, s. 108.

    

1991, ch. 45, art. 530 et 540; 1996, ch. 6, art. 132; 2012, ch. 31, art. 108.

Regulations

    

Règlements

Power to make regulations

    

Règlements

531 (1) The Governor in Council may make regulations     

531 (1) Le gouverneur en conseil peut, par règlement :

(a) prescribing anything that is required or authorized by this Act to be prescribed;

    

a) prendre toute mesure d’ordre réglementaire prévue par la présente loi;

(a.1) prescribing the way in which anything that is required or authorized by this Act to be prescribed shall be determined;

    

a.1) préciser la façon de déterminer ce qui peut ou doit l’objet d’une mesure réglementaire;

 

Current to February 11, 2020

   341    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Regulations

  

Règlements

Section 531

  

Article 531

 

(b) defining words and expressions to be defined for the purposes of this Act;

 

    

  

b) définir certains termes pour l’application de la présente loi;

(c) requiring the payment of a fee in respect of the filing, examining or issuing of any document or in respect of any action that the Superintendent is required or authorized to take under this Act, and fixing the amount thereof or the manner of determining the amount thereof;

    

c) exiger le paiement de droits pour le dépôt, l’examen ou la délivrance de documents, ou pour les mesures que peut ou doit prendre le surintendant aux termes de la présente loi, et en fixer soit le montant, soit les modalités de sa détermination;

(d) respecting the regulatory capital and total assets of a company;

    

d) régir le capital réglementaire et l’actif total de la société;

(e) respecting the retention, in Canada, of assets of a company;

    

e) régir la rétention, au Canada, de l’actif de la société;

(f) respecting the value of assets of a company to be held in Canada and the manner in which those assets are to be held;

    

f) prévoir la valeur de l’actif qui doit être détenu au Canada et les modalités de la détention;

(f.1) respecting, for any purpose of any provision of the Act, the determination of the equity of a company;

    

f.1) régir, pour l’application de toute disposition de la présente loi, la détermination des capitaux propres d’une société;

(g) respecting the protection and maintenance of assets of a company and assets held in trust by a company, including regulations respecting the bonding of directors, officers and employees of a company;

    

g) régir la protection et le maintien de l’actif de la société et de celui qu’elle détient en fiducie, y compris en ce qui touche le cautionnement de ses administrateurs, dirigeants et employés;

(h) respecting the holding of shares and ownership interests for the purposes of sections 73 and 77;

    

h) régir la détention d’actions et de titres de participation pour l’application des articles 73 et 77;

(i) respecting information, in addition to the information required by section 501, to be maintained in the register referred to in that section; and

    

i) prévoir l’information, en plus des documents visés à l’article 501, à conserver dans le registre mentionné à cet article;

(j) generally for carrying out the purposes and provisions of this Act.

    

j) prendre toute autre mesure d’application de la présente loi.

Incorporation by reference

    

Incorporation par renvoi

(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

    

(2) Peut être incorporé par renvoi dans un règlement tout document — quelle que soit sa provenance —, soit dans sa version à une date donnée, soit avec ses modifications successives.

Incorporated material is not a regulation

    

Nature du document incorporé

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

    

(3) L’incorporation par renvoi d’un document dans un règlement ne lui confère pas, pour l’application de la Loi sur les textes réglementaires, valeur de règlement.

1991, c. 45, s. 531; 1997, c. 15, s. 408; 1999, c. 31, s. 220(F); 2001, c. 9, s. 569; 2005, c. 54, s. 449.

    

1991, ch. 45, art. 531; 1997, ch. 15, art. 408; 1999, ch. 31, art. 220(F); 2001, ch. 9, art. 569; 2005, ch. 54, art. 449.

 

Current to February 11, 2020

   342    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIII Administration

  

PARTIE XIII Application

Delegation

  

Délégation

Sections 532-534

  

Articles 532-534

 

Delegation

 

    

  

Délégation

Delegation

    

Délégation

532 The Minister may delegate any of the Minister’s powers, duties and functions under this Act to any Minister of State appointed pursuant to the Ministries and Ministers of State Act to assist the Minister.

    

532 Le ministre peut déléguer les attributions que lui confère la présente loi à tout ministre d’État nommé en application de la Loi sur les départements et ministres d’État.

PART XIV

    

PARTIE XIV

Sanctions

    

Peines

Offence

    

Infraction

533 (1) Every person who, without reasonable cause, contravenes any provision of this Act or the regulations is guilty of an offence.

    

533 (1) Commet une infraction quiconque contrevient sans motif valable à la présente loi ou à ses règlements.

False or misleading information

    

Renseignements faux ou trompeurs

(1.1) Every person who knowingly provides false or misleading information in relation to any matter under this Act or the regulations is guilty of an offence.

    

(1.1) Commet une infraction quiconque, relativement à toute question visée par la présente loi ou ses règlements, communique sciemment des renseignements faux ou trompeurs.

Undue preference to creditor

    

Préférence donnée à un créancier

(2) Every director, officer or employee of a company who wilfully gives or concurs in giving to any creditor of the company any fraudulent, undue or unfair preference over other creditors, by giving security to the creditor, by changing the nature of the creditor’s claim or otherwise, is guilty of an offence.

    

(2) Commet une infraction tout administrateur, dirigeant ou employé d’une société qui volontairement accorde, ou consent d’accorder, de manière frauduleuse, irrégulière ou injuste, à un créancier de la société une préférence sur d’autres créanciers, en lui donnant des garanties ou en changeant la nature de sa créance, ou de toute autre manière.

Failure to provide information

    

Défaut de fournir des renseignements

(3) Every person who, without reasonable cause, refuses or fails to comply with a requirement made under paragraph 505(2)(b) is guilty of an offence.

    

(3) Commet une infraction quiconque refuse ou omet, sans motif valable, de se conformer aux exigences prévues à l’alinéa 505(2)b).

Use of name     

Utilisation du nom

(4) Except to the extent permitted by the regulations, every person who uses the name of a company in a prospectus, offering memorandum, takeover bid circular, advertisement for a transaction related to securities or in any other document in connection with a transaction related to securities is guilty of an offence.

    

(4) Sauf dans la mesure permise par les règlements, commet une infraction quiconque utilise le nom d’une société dans un prospectus, une offre, une circulaire d’offre publique d’achat, une annonce d’opération sur des valeurs mobilières ou tout autre document portant sur une telle opération.

1991, c. 45, s. 533; 2007, c. 6, s. 385.

    

1991, ch. 45, art. 533; 2007, ch. 6, art. 385.

Punishment     

Infractions générales à la loi

534 (1) Every person who is guilty of an offence under any of subsections 533(1) to (4) is

    

534 (1) Quiconque commet une infraction prévue à l’article 533 est passible :

(a) in the case of a natural person, liable

    

a) s’il s’agit d’une personne physique :

 

Current to February 11, 2020

   343    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIV Sanctions

  

PARTIE XIV Peines

Sections 534-535.1

  

Articles 534-535.1

 

(i) on summary conviction, to a fine not exceeding $100,000 or to imprisonment for a term not exceeding twelve months, or to both, or

 

    

  

(i) sur déclaration de culpabilité par procédure sommaire, d’une amende maximale de 100 000 $ et d’un emprisonnement maximal de un an, ou de l’une de ces peines,

(ii) on conviction on indictment, to a fine not exceeding $1,000,000 or to imprisonment for a term not exceeding five years, or to both; and

    

(ii) sur déclaration de culpabilité par mise en accusation, d’une amende maximale de 1 000 000 $ et d’un emprisonnement maximal de cinq ans, ou de l’une de ces peines;

(b) in the case of an entity, liable     

b) s’il s’agit d’une entité :

(i) on summary conviction, to a fine not exceeding $500,000, or

    

(i) sur déclaration de culpabilité par procédure sommaire, d’une amende maximale de 500 000 $,

(ii) on conviction on indictment, to a fine not exceeding $5,000,000.

    

(ii) par mise en accusation, d’une amende maximale de 5 000 000 $.

Order to comply

    

Ordonnance visant au respect de la loi

(2) Where a person has been convicted of an offence under this Act, the court may, in addition to any punishment it may otherwise impose, order the person to comply with the provisions of this Act or the regulations in respect of which the person was convicted.

    

(2) Le tribunal peut, en sus de toute autre peine qu’il a le pouvoir d’infliger, ordonner à l’auteur d’une infraction à la présente loi de se conformer aux dispositions enfreintes.

Additional fine

    

Amende supplémentaire

(3) If a person has been convicted of an offence under this Act, the court may, if it is satisfied that as a result of the commission of the offence the convicted person acquired any monetary benefits or that monetary benefits accrued to the convicted person or their spouse, common-law partner or other dependant, order the convicted person to pay, despite the maximum amount of any fine that may otherwise be imposed under this Act, an additional fine in an amount equal to three times the court’s estimation of the amount of those monetary benefits.

    

(3) Le tribunal peut également, s’il est convaincu que le coupable, son époux, son conjoint de fait ou une autre personne à sa charge a tiré des avantages financiers de l’infraction, infliger au contrevenant malgré le plafond fixé pour l’infraction une amende supplémentaire équivalente à ce qu’il juge être le triple du montant de l’avantage tiré.

1991, c. 45, s. 534; 1997, c. 15, s. 409; 2000, c. 12, s. 301; 2005, c. 54, s. 450.

    

1991, ch. 45, art. 534; 1997, ch. 15, art. 409; 2000, ch. 12, art. 301; 2005, ch. 54, art. 450.

Liability of officers, directors, etc.

    

Responsabilité pénale

535 Where an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 534(1)(a) for the offence whether or not the entity has been prosecuted or convicted.

    

535 En cas de perpétration par une entité d’une infraction à la présente loi, ceux de ses administrateurs, dirigeants ou mandataires qui l’ont ordonnée ou autorisée, ou qui y ont consenti ou participé, sont considérés comme des coauteurs de l’infraction et encourent, sur déclaration de culpabilité par procédure sommaire ou par mise en accusation, la peine prévue à l’alinéa 534(1)a), que l’entité ait été ou non poursuivie ou déclarée coupable.

1991, c. 45, s. 535; 1997, c. 15, s. 410.

    

1991, ch. 45, art. 535; 1997, ch. 15, art. 410.

Limitation period

    

Prescription

535.1 (1) Proceedings by way of summary conviction in respect of an offence under a provision of this Act may be commenced at any time within, but not later than, two years after the day on which the subject-matter of the

    

535.1 (1) Les poursuites visant une infraction à la présente loi punissable sur déclaration de culpabilité par procédure sommaire se prescrivent par deux ans à compter de la date où le surintendant ou, dans le cas de

 

Current to February 11, 2020

   344    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIV Sanctions

  

PARTIE XIV Peines

Sections 535.1-538

  

Articles 535.1-538

 

proceedings became known, in the case of an offence under a consumer provision, to the Commissioner and, in any other case, to the Superintendent.

 

    

  

dispositions visant les consommateurs, le commissaire, a eu connaissance des éléments constitutifs de l’infraction.

Certificate of Superintendent or Commissioner

    

Certificat du surintendant ou du commissaire

(2) A document appearing to have been issued by the Superintendent or Commissioner, as the case may be, certifying the day on which the subject-matter of any proceedings became known to the Superintendent or Commissioner is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and is, in the absence of evidence to the contrary, proof of the matter asserted in it.

    

(2) Tout document apparemment délivré par le surintendant ou le commissaire et attestant la date où ces éléments sont parvenus à sa connaissance fait foi de cette date, en l’absence de preuve contraire, sans qu’il soit nécessaire de prouver l’authenticité de la signature qui y est apposée ou la qualité officielle du signataire.

2001, c. 9, s. 570.

    

2001, ch. 9, art. 570.

Effect of offence on contracts

    

Contrats

536 Unless otherwise expressly provided in this Act, a contravention of any provision of this Act or the regulations does not invalidate any contract entered into in contravention of the provision.

    

536 Sauf disposition contraire expresse de la présente loi, le contrat conclu en contravention d’une disposition de celle-ci ou de ses règlements n’est pas nul pour autant.

Restraining or compliance order

    

Ordonnance

537 (1) If a company or any director, officer, employee or agent of a company does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any bylaw of the company, the Superintendent, any complainant or any creditor of the company may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit.

    

537 (1) Le surintendant, le plaignant ou le créancier de la société peut, en plus de tous ses autres droits, demander au tribunal une ordonnance enjoignant à celle-ci ou à ceux de ses administrateurs, dirigeants, employés ou mandataires qui ne respectent pas la présente loi ou ses règlements d’application — sauf les dispositions visant les consommateurs — , l’acte constitutif ou les règlements administratifs de s’y conformer, ou leur interdisant d’y contrevenir; le tribunal peut acquiescer à la demande et rendre toute autre ordonnance qu’il juge indiquée.

Compliance or restraining order — consumer provisions

    

Dispositions visant les consommateurs

(2) If a company or any director, officer, employee or agent of a company does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit.

    

(2) Le commissaire ou un plaignant peut, en plus de tous ses autres droits, demander au tribunal une ordonnance enjoignant à la société ou à ceux de ses administrateurs, dirigeants, employés ou mandataires qui ne respectent pas les dispositions visant les consommateurs applicables de s’y conformer, ou leur interdisant d’y contrevenir; le tribunal peut acquiescer à la demande et rendre toute autre ordonnance qu’il juge indiquée.

1991, c. 45, s. 537; 2001, c. 9, s. 571.

    

1991, ch. 45, art. 537; 2001, ch. 9, art. 571.

Appeal of final order

    

Appel

538 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

    

538 (1) Toute ordonnance définitive d’un tribunal rendue en vertu de la présente loi est susceptible d’appel devant la cour d’appel de la province.

 

Current to February 11, 2020

   345    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIV Sanctions

  

PARTIE XIV Peines

Sections 538-539.03

  

Articles 538-539.03

 

Appeal with leave

 

    

  

Permission d’en appeler

(2) An appeal lies to the court of appeal of a province from any order, other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.

    

(2) Toute autre ordonnance d’un tribunal n’est susceptible d’appel que sur permission de la cour d’appel de la province conformément aux règles applicables à celle-ci.

1991, c. 45, s. 538; 2005, c. 54, s. 451.

    

1991, ch. 45, art. 538; 2005, ch. 54, art. 451.

Recovery and application of fines

    

Recouvrement et affectation des amendes

539 All fines payable under this Act are recoverable and enforceable, with costs, at the suit of Her Majesty in right of Canada, instituted by the Attorney General of Canada, and, when recovered, belong to Her Majesty in right of Canada.

    

539 Toutes les amendes payables sous la présente loi sont imposables et recouvrables avec dépens, à la diligence de Sa Majesté du chef du Canada, par le procureur général du Canada; une fois recouvrées, elles deviennent la propriété de Sa Majesté du chef du Canada.

PART XIV.1

    

PARTIE XIV.1

Documents in Electronic or Other Form

    

Documents sous forme électronique ou autre

Definitions

    

Définitions

539.01 The following definitions apply in this Part.

    

539.01 Les définitions qui suivent s’appliquent à la présente partie.

electronic document means, except in section 539.1, any form of representation of information or concepts that is fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. (document électronique)

    

document électronique Sauf à l’article 539.1, s’entend de toute forme de représentation d’information ou de notions fixée sur quelque support que ce soit par des moyens électroniques ou optiques ou d’autres moyens semblables et qui peut être lue ou perçue par une personne ou par tout moyen. (electronic document)

information system means a system used to generate, send, receive, store or otherwise process an electronic document. (système de traitement de l’information)

    

système de traitement de l’information Système utilisé pour créer, transmettre, recevoir, mettre en mémoire ou traiter de toute autre manière des documents électroniques. (information system)

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Application

    

Application

539.02 This Part other than sections 539.13 and 539.14 does not apply in respect of any notice, document or other information that under this Act or the regulations is sent to or issued by the Minister, the Superintendent, the Commissioner or the Bank of Canada or any prescribed notice, document or information.

    

539.02 La présente partie, à l’exception des articles 539.13 et 539.14, ne s’applique pas aux avis, documents et autre information que le ministre, le surintendant, le commissaire ou la Banque du Canada envoie ou reçoit en vertu de la présente loi ou de ses règlements, ni à ceux exemptés par règlement.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Use not mandatory

    

Utilisation non obligatoire

539.03 Nothing in this Act or the regulations requires a person to create or provide an electronic document.

    

539.03 La présente loi et ses règlements n’obligent personne à créer ou transmettre un document électronique.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

 

Current to February 11, 2020

   346    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIV.1 Documents in Electronic or Other Form

  

PARTIE XIV.1 Documents sous forme électronique ou autre

Sections 539.04-539.06

  

Articles 539.04-539.06

 

Consent and other requirements

 

    

  

Consentement et autres exigences

539.04 (1) Despite anything in this Part, a requirement under this Act or the regulations to provide a notice, document or other information is not satisfied by providing an electronic document unless

    

539.04 (1) Malgré toute autre disposition de la présente partie, dans les cas où une disposition de la présente loi ou de ses règlements exige la fourniture d’un avis, document ou autre information, la transmission d’un document électronique ne satisfait à l’obligation que si :

(a) the addressee consents and designates an information system for the receipt of the electronic document;

    

a) le destinataire a donné son consentement et désigné un système de traitement de l’information pour sa réception;

(b) the electronic document is, unless otherwise prescribed, provided to the designated information system; and

    

b) le document électronique est transmis au système de traitement de l’information ainsi désigné, sauf disposition réglementaire à l’effet contraire;

(c) the prescribed requirements are complied with.

    

c) les exigences réglementaires sont observées.

Consent and notice in electronic form

    

Consentement et avis par voie électronique

(1.1) Despite subsection (1), the requirements referred to in paragraph (1)(c) may provide that the consent referred to in paragraph (1)(a) and any notice related to that consent may be provided in electronic form.

    

(1.1) Malgré le paragraphe (1), les exigences réglementaires visées à l’alinéa (1)c) peuvent prévoir que le consentement visé à l’alinéa (1)a) et tout avis relatif à ce consentement peuvent être donnés par voie électronique.

Regulations — revocation of consent

    

Règlements — révocation du consentement

(2) The Governor in Council may make regulations respecting the revocation of the consent referred to in paragraph (1)(a).

    

(2) Le gouverneur en conseil peut prendre des règlements concernant la révocation du consentement.

2005, c. 54, s. 452; 2018, c. 27, s. 152.

    

2005, ch. 54, art. 452; 2018, ch. 27, art. 152.

Creation or provision of information

    

Création et fourniture d’information

539.05 A requirement under this Act or the regulations to create or provide a notice, document or other information is satisfied by creating or providing an electronic document if

    

539.05 Dans les cas où une disposition de la présente loi ou de ses règlements exige la création ou la fourniture d’un avis, document ou autre information, la création ou la transmission d’un document électronique satisfait à l’obligation si :

(a) the incorporating instrument or by-laws of the company do not provide otherwise; and

    

a) l’acte constitutif ou les règlements administratifs de la société qui doit créer ou à qui doit être fourni l’avis, le document ou l’autre information ne s’y opposent pas;

(b) the prescribed requirements are complied with.

    

b) les exigences réglementaires sont observées.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Creation of information in writing

    

Création d’information écrite

539.06 A requirement under this Act or the regulations to create a notice, document or other information in writing is satisfied by creating an electronic document if in addition to the conditions set out in section 539.05

    

539.06 Dans le cas où une disposition de la présente loi ou de ses règlements exige qu’un avis, document ou autre information soit créé par écrit, la création d’un document électronique satisfait à l’obligation si, outre celles prévues à l’article 539.05, les conditions suivantes sont réunies :

(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

    

 

Current to February 11, 2020

   347    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIV.1 Documents in Electronic or Other Form

  

PARTIE XIV.1 Documents sous forme électronique ou autre

Sections 539.06-539.1

  

Articles 539.06-539.1

 

(b) the prescribed requirements are complied with.

 

    

  

a) l’information qu’il contient est accessible pour consultation ultérieure;

2005, c. 54, s. 452.

    

b) les exigences réglementaires sont observées.

    

2005, ch. 54, art. 452.

Provision of information in writing

    

Fourniture d’information sous forme écrite

539.07 A requirement under this Act or the regulations to provide a notice, document or other information in writing is satisfied by providing an electronic document if in addition to the conditions set out in section 539.05

    

539.07 Dans le cas où une disposition de la présente loi ou de ses règlements exige qu’un avis, document ou autre information soit fourni par écrit, la transmission d’un document électronique satisfait à l’obligation si, outre celles prévues à l’article 539.05, les conditions suivantes sont réunies :

(a) the information in the electronic document is accessible by the addressee and capable of being retained by them so as to be usable for subsequent reference; and

    

a) l’information qu’il contient peut être conservée par le destinataire et lui est accessible pour consultation ultérieure;

(b) the prescribed requirements are complied with.

    

b) les exigences réglementaires sont observées.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Multiple copies

    

Exemplaires

539.08 A requirement under this Act or the regulations to provide two or more copies of a document at the same time to one addressee is satisfied by providing one copy of the electronic document.

    

539.08 Dans le cas où une disposition de la présente loi ou de ses règlements exige la fourniture de plusieurs exemplaires d’un document au destinataire dans le même envoi, la transmission d’un seul exemplaire du document électronique satisfait à l’obligation.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Registered mail

    

Courrier recommandé

539.09 A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by providing an electronic document except in the prescribed circumstances.

    

539.09 Dans le cas où une disposition de la présente loi ou de ses règlements exige la transmission d’un document par courrier recommandé, l’obligation ne peut être satisfaite par la transmission d’un document électronique que dans les circonstances prévues par règlement.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Statutory declarations and affidavits

    

Déclaration solennelle ou sous serment

539.1 (1) A statutory declaration or affidavit required under this Act or the regulations may be created or provided in an electronic document if

    

539.1 (1) Dans le cas où une disposition de la présente loi ou de ses règlements exige une déclaration solennelle ou sous serment, celle-ci peut être créée ou fournie dans un document électronique si les conditions suivantes sont réunies :

(a) the person who makes the statutory declaration or affidavit signs it with their secure electronic signature;

    

a) son auteur y appose sa signature électronique sécurisée;

(b) the authorized person before whom the statutory declaration or affidavit is made signs it with their secure electronic signature; and

    

b) la personne autorisée devant qui elle a été faite y appose sa signature électronique sécurisée;

(c) the requirements of sections 539.03 to 539.09 are complied with.

    

c) les conditions visées aux articles 539.03 à 539.09 ont été observées.

 

Current to February 11, 2020

   348    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIV.1 Documents in Electronic or Other Form

  

PARTIE XIV.1 Documents sous forme électronique ou autre

Sections 539.1-539.13

  

Articles 539.1-539.13

 

Definitions

 

    

  

Définitions

(2) For the purposes of this section, electronic document and secure electronic signature have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

    

(2) Pour l’application du présent article, document électronique et signature électronique sécurisée s’entendent au sens du paragraphe 31(1) de la Loi sur la protection des renseignements personnels et les documents électroniques.

References to “electronic document”

    

Précision

(3) For the purpose of complying with paragraph (1)(c), references to “electronic document” in sections 539.03 to 539.09 are to be read as references to “electronic document within the meaning of subsection 31(1) of the Personal Information Protection and Electronic Documents Act”.

    

(3) Pour l’application de l’alinéa (1)c), « document électronique », aux articles 539.03 à 539.09, vaut mention d’un document électronique au sens du paragraphe 31(1) de la Loi sur la protection des renseignements personnels et les documents électroniques.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Signatures

    

Signatures

539.11 A requirement under this Act or the regulations for a signature or for a document to be executed, except in respect of a statutory declaration or affidavit, is satisfied in respect of an electronic document if the prescribed requirements are complied with and the signature results from the application by the person of a technology or process that permits the following to be proved:

    

539.11 Dans le cas où une disposition de la présente loi ou de ses règlements exige une signature, autre que celle exigée pour la déclaration visée à l’article 539.1, la signature qui résulte de l’utilisation d’une technologie ou d’un procédé satisfait à l’obligation en ce qui concerne un document électronique si les exigences réglementaires visant l’application du présent article sont observées et que la technologie ou le procédé permet d’établir ce qui suit :

(a) the signature resulting from the use by the person of the technology or process is unique to the person;

    

a) la signature est propre à l’utilisateur;

(b) the technology or process is used by the person to incorporate their signature into, attach it to or associate it with the electronic document; and

    

b) la technologie ou le procédé est utilisé pour l’incorporation, l’adjonction ou l’association de la signature de cet utilisateur au document électronique;

(c) the technology or process can be used to identify the person using the technology or process.

    

c) la technologie ou le procédé permet d’identifier l’utilisateur.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Regulations — provision and receipt of documents

    

Règlements

539.12 The Governor in Council may make regulations respecting the time and place at which and the circumstances under which an electronic document is considered to be provided or received.

    

539.12 Le gouverneur en conseil peut prendre des règlements concernant les délais et les circonstances dans lesquels un document électronique est présumé avoir été transmis ou reçu, ainsi que le lieu où il est présumé l’avoir été.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Content and form of notices and documents

    

Mode de présentation des avis et documents

539.13 The Minister, Superintendent, Commissioner or Bank of Canada may establish the requirements for the content and fix the form, including electronic and other forms, of notices and documents sent to or issued by each of them under this Act or the regulations, including

    

539.13 Le ministre, le surintendant, le commissaire et la Banque du Canada peuvent établir le mode de présentation — sous forme électronique ou autre — et la teneur des avis et documents qu’ils envoient ou reçoivent en vertu de la présente loi ou de ses règlements, et notamment déterminer :

(a) the notices and documents that may be sent in electronic or other form;

    

 

Current to February 11, 2020

   349    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XIV.1 Documents in Electronic or Other Form

  

PARTIE XIV.1 Documents sous forme électronique ou autre

Sections 539.13-561 and 562

  

Articles 539.13-561 et 562

 

(b) the persons or classes of persons who may send notices and documents;

 

    

  

a) les avis et documents qui peuvent être envoyés sous forme électronique ou autre;

(c) their signature in electronic or other form or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;

    

b) les personnes ou catégories de personnes qui peuvent en effectuer l’envoi;

(d) the time and place at which and the circumstances under which electronic documents are considered to be sent or received; and

    

c) les modalités de signature, sous forme électronique ou autre, de ceux-ci, y compris ce qui peut tenir lieu de signature;

(e) any matter necessary for the purposes of the application of this section.

    

d) les délais et les circonstances dans lesquels les documents électroniques sont présumés avoir été envoyés ou reçus, ainsi que le lieu où ils sont présumés avoir été envoyés ou reçus;

 

e) tout ce qui est utile à l’application du présent article.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

Exemption

    

Dispense

539.14 In the prescribed circumstances, the Minister, the Superintendent, the Commissioner or the Bank of Canada may, on any conditions that they consider appropriate, exempt from the application of any provision of this Act requiring a notice or document to be sent to them any notice or document, or class of notice or document, containing information similar to that contained in a notice or document required to be made public under any other Act of Parliament or any Act of the legislature of a province.

    

539.14 Par dérogation aux autres dispositions de la présente loi, dans les circonstances réglementaires, le ministre, le surintendant, le commissaire et la Banque du Canada peuvent, selon les modalités qu’ils estiment appropriées, prévoir qu’il n’est pas nécessaire de leur envoyer tels avis ou documents ou catégories d’avis ou de documents si l’information y figurant est semblable à celle qui figure dans des avis ou documents devant être rendus publics aux termes d’une autre loi fédérale ou d’une loi provinciale.

2005, c. 54, s. 452.

    

2005, ch. 54, art. 452.

PART XV

    

PARTIE XV

General

    

Dispositions générales

Transitional

    

Dispositions transitoires

540 [Amendments]

    

540 [Modifications]

Consequential Amendments

    

Modifications corrélatives

541 to 560 [Amendments]

    

541 à 560 [Modifications]

Repeals

    

Abrogations

561 and 562 [Repeals]

    

561 et 562 [Abrogations]

 

Current to February 11, 2020

   350    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

PART XV General

  

PARTIE XV Dispositions générales

Coming into Force

  

Entrée en vigueur

Section 563

  

Article 563

 

Coming into Force

 

    

  

Entrée en vigueur

Coming into force      Entrée en vigueur
*563 (1) Subject to subsection (2), this Act or any provision thereof shall come into force on a day or days to be fixed by order of the Governor in Council.      *563 (1) Sous réserve du paragraphe (2), la présente loi ou telle de ses dispositions entre en vigueur à la date ou aux dates fixées par décret du gouverneur en conseil.
* [Note: Act, except subsections 250(1) and (2), in force June 1, 1992, see SI/92-89.]      * [Note : Loi, sauf paragraphes 250(1) et (2), en vigueur le 1er juin 1992, voir TR/92-89.]
Idem      Idem
(2) Subsections 250(1) and (2) shall come into force on the day that is six months after the coming into force of subsections 243(1) and (2).      (2) Les paragraphes 250(1) et (2) entrent en vigueur six mois après la date d’entrée en vigueur des paragraphes 243(1) et (2).

 

Current to February 11, 2020

   351    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

RELATED PROVISIONS

  

DISPOSITIONS CONNEXES

 

RELATED PROVISIONS

  

    

  

DISPOSITIONS CONNEXES

— 2015, c. 36, s. 239       — 2015, ch. 36, art. 239
Retroactivity — section 504 of Trust and Loan Companies Act       Rétroactivité : article 504 de la Loi sur les sociétés de fiducie et de prêt

239 Section 504 of the Trust and Loan Companies Act applies to information referred to in that section that has been used or in relation to which oral testimony has been given or a document has been produced, before the day on which this Division comes into force, in any civil proceedings in respect of which a final decision has not been made before that day.

     

239 L’article 504 de la Loi sur les sociétés de fiducie et de prêt s’applique aux renseignements visés à cet article qui ont été utilisés ou à l’égard desquels une déposition orale a été faite ou un document a été produit, avant la date d’entrée en vigueur de la présente section, dans une procédure civile à l’égard de laquelle aucune décision finale n’a été rendue avant cette date.

— 2015, c. 36, s. 246       — 2015, ch. 36, art. 246
Regulations apply — section 504 of Trust and Loan Companies Act       Application des règlements : article 504 de la Loi sur les sociétés de fiducie et de prêt

246 The regulations made under paragraph 531(1)(a) of the Trust and Loan Companies Act that prescribe supervisory information for the purposes of section 503.1 of that Act apply for the purposes of section 504 of that Act until regulations made under that paragraph for the purposes of that section 504 are in force.

     

246 Les règlements précisant les renseignements relatifs à la supervision exercée par le surintendant qui sont pris en vertu de l’alinéa 531(1)a) de la Loi sur les sociétés de fiducie et de prêt pour l’application de l’article 503.1 de cette loi s’appliquent à l’article 504 de cette loi jusqu’à ce que des règlements pris en vertu de cet alinéa pour l’application de cet article 504 soient en vigueur.

 

Current to February 11, 2020

   352    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

AMENDMENTS NOT IN FORCE

  

MODIFICATIONS NON EN VIGUEUR

 

AMENDMENTS NOT IN FORCE

  

    

  

MODIFICATIONS NON EN VIGUEUR

— 2005, c. 54, s. 392 (2)

     

— 2005, ch. 54, par. 392 (2)

1997, c. 15, s. 348.

     

1997, ch. 15, art. 348.

392 (2) The definition solicit or solicitation in section 160.01 of the Act is replaced by the following:

     

392 (2) La définition de sollicitation, à l’article 160.01 de la même loi, est remplacée par ce qui suit :

solicitation

     

sollicitation

(a) includes

     

a) Sont considérés comme de la sollicitation :

(i) a request for a proxy whether or not accompanied by a form of proxy,

     

(i) la demande de procuration assortie ou non d’un formulaire de procuration,

(ii) a request to execute or not to execute a form of proxy or to revoke a proxy,

     

(ii) la demande de signature ou de non-signature du formulaire de procuration ou de révocation de procuration,

(iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

     

(iii) l’envoi d’un formulaire de procuration ou de toute communication aux actionnaires, concerté en vue de l’obtention, du refus ou de la révocation d’une procuration,

(iv) the sending of a form of proxy to a shareholder under subsection 160.04(1); but

     

(iv) l’envoi d’un formulaire de procuration aux actionnaires conformément au paragraphe 160.04(1);

(b) does not include

     

b) sont toutefois exclus :

(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,

     

(i) l’envoi d’un formulaire de procuration en réponse à la demande spontanément faite par un actionnaire ou pour son compte,

(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,

     

(ii) l’accomplissement d’actes d’administration ou de services professionnels pour le compte d’une personne sollicitant une procuration,

(iii) the sending by an intermediary of the documents referred to in subsection 160.07(1),

     

(iii) l’envoi par un intermédiaire des documents visés au paragraphe 160.07(1),

(iv) a solicitation by a person in respect of shares of which they are the beneficial owner,

     

(iv) la sollicitation faite par une personne pour des actions dont elle est le véritable propriétaire,

(v) a prescribed public announcement by a shareholder of how they intend to vote and the reasons for that decision,

     

(v) l’annonce publique — au sens des règlements —par l’actionnaire de ses intentions de vote, motifs à l’appui,

(vi) a communication for the purpose of obtaining the support of persons in accordance with paragraph 146(1.1)(b), or

     

(vi) toute communication en vue d’obtenir l’appui de personnes conformément à l’alinéa 146(1.1)b),

(vii) a communication, other than a solicitation by or on behalf of the management of a company, that is made to shareholders in the prescribed circumstances. (sollicitation)

     

(vii) toute communication, autre qu’une sollicitation effectuée par la direction d’une société ou pour son compte, faite aux actionnaires dans les circonstances réglementaires. (solicitation)

 

Current to February 11, 2020

   353    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

AMENDMENTS NOT IN FORCE

  

MODIFICATIONS NON EN VIGUEUR

 

— Subsections 425 (1) and (2), as enacted by 2007, c. 6, s. 362

 

    

  

— Les paragraphes 425 (1) et (2), édictés par 2007, ch. 6, art. 362

Notice of unpaid amount

    

Avis de non-paiement

425 (1) A company shall send to each person to whom a deposit referred to in paragraph 424(1)(a) is payable, and to each person to whom or at whose request an instrument referred to in paragraph 424(1)(b) was issued, certified or accepted, a notice stating that the deposit or instrument remains unpaid.

    

425 (1) La société envoie un avis de non-paiement à chacune des personnes soit à qui le dépôt est à payer, soit pour qui ou à la demande de qui l’effet a été émis, visé ou accepté.

Where notice to be sent

    

Adresse d’expédition

(2) The notice is to be sent to the person’s recorded address and, if the person has designated an information system for the receipt of electronic documents, to that designated information system.

    

(2) L’avis est envoyé à l’adresse enregistrée de la personne et, si celle-ci a désigné un système de traitement de l’information pour la réception de documents électroniques, à un tel système.

— Paragraph 425 (3) (a), as enacted by 2007, c. 6, s. 362

    

— L’alinéa 425 (3)a), édicté par 2007, ch. 6, art. 362

(a) in the case of a deposit made for a fixed period, after the fixed period has terminated;

    

a) postérieure à l’échéance, dans le cas d’un dépôt à terme fixe;

— Paragraph 425 (3) (c), as enacted by 2007, c. 6, s. 362

    

— L’alinéa 425 (3)c), édicté par 2007, ch. 6, art. 362

(c) in the case of a cheque, draft or bill of exchange, in respect of which the instrument has remained unpaid.

    

c) pendant laquelle l’effet est resté impayé, dans le cas d’un chèque, d’une traite ou d’une lettre de change.

— Subsection 425 (4), as enacted by 2007, c. 6, s. 362

    

— Le paragraphe 425 (4), édicté par 2007, ch. 6, art. 362

Notification of transfer to the Bank of Canada

    

Notification de transfert à la Banque du Canada

(4) The notice to be sent during the month of January next following the end of the first nine-year period determined under paragraphs (3)(a) to (c), as the case may be, must also

    

(4) L’avis envoyé au cours du mois de janvier qui suit la fin de la première période de neuf ans déterminée en application des alinéas (3)a) à c), selon le cas, doit en outre :

(a) indicate that in the month of January in the next year the unpaid amounts will be transferred to the Bank of Canada; and

    

a) indiquer qu’au cours du mois de janvier de l’année suivante, les sommes impayées seront transférées à la Banque du Canada;

(b) include the mailing address and websites where information can be obtained on how to claim the unpaid deposit or instrument.

    

b) donner l’adresse postale et les sites Web où peut être obtenue l’information concernant la présentation d’une demande de paiement du dépôt ou de l’effet impayé.

— 2018, c. 12, s. 310 (1)

    

— 2018, ch. 12, par. 310 (1)

310 (1) Paragraphs 410(1)(c) and (c.1) of the Trust and Loan Companies Act are replaced by the following:

    

310 (1) Les alinéas 410(1)c) et c.1) de la Loi sur les sociétés de fiducie et de prêt sont remplacés par ce qui suit :

 

Current to February 11, 2020

   354    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

AMENDMENTS NOT IN FORCE

  

MODIFICATIONS NON EN VIGUEUR

 

(b.1) subject to sections 416 and 417 and the regulations, engage in any activity that relates to the provision of financial services by the company or any of its affiliates;

 

    

  

b.1) sous réserve des articles 416 et 417 et des règlements, exercer toute activité relative aux services financiers qu’elle-même ou toute entité de son groupe offre;

(c) subject to the regulations, engage in any of the following activities:

    

c) exercer, sous réserve des règlements, les activités suivantes :

(i) collecting, manipulating and transmitting information, and

    

(i) la collecte, la manipulation et la transmission d’information,

(ii) designing, developing, manufacturing, selling and otherwise dealing with technology, if those activities relate to

    

(ii) la conception, le développement, la fabrication et la vente de technologies, ou toute autre manière de s’occuper de technologies, si ces activités sont relatives à toute autre activité prévue au présent paragraphe qui est exercée par la société ou toute entité de son groupe ou lorsque ces activités sont relatives à la prestation de services financiers par toute autre entité;

(A) an activity referred to in this subsection that is engaged in by the company or any of its affiliates, or

 

(B) the provision of financial services by any other entity,

 

— 2018, c. 12, ss. 310 (3) to (5)

    

— 2018, ch. 12, par. 310 (3) à (5)

310 (3) Paragraph 410(3)(a) of the Act is replaced by the following:

    

310 (3) L’alinéa 410(3)a) de la même loi est remplacé par ce qui suit :

(a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (d.1);

    

a) prévoir ce que la société peut ou ne peut pas faire dans le cadre de l’exercice des activités visées aux alinéas (1)b.1), c) ou d.1);

(4) Paragraph 410(3)(b) of the English version of the Act is replaced by the following:

    

(4) L’alinéa 410(3)b) de la version anglaise de la même loi est remplacé par ce qui suit :

(b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs (1)(a) and 409(2)(c) and the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (d.1); and

    

(b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs (1)(a) and 409(2)(c) and the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (d.1); and

(5) Paragraph 410(3)(c) of the Act is replaced by the following:

    

(5) L’alinéa 410(3)c) de la même loi est remplacé par ce qui suit :

(c) respecting the circumstances in which a company may engage in an activity referred to in paragraphs (1)(b.1) and (c), including the circumstances in which it may collect, manipulate and transmit information under subparagraph (1)(c)(i).

    

c) prévoir les circonstances dans lesquelles la société peut exercer les activités visées aux alinéas (1)b.1) et c), notamment en ce qui a trait à la collecte, la manipulation et la transmission d’information en vertu du sous-alinéa (1)c)(i).

— 2018, c. 12, s. 311      — 2018, ch. 12, art. 311

311 Section 411 of the Act is replaced by the following:

    

311 L’article 411 de la même loi est remplacé par ce qui suit :

Networking

    

Prestation de service

411 (1) Subject to section 416 and the regulations, a companymay

    

411 (1) Sous réserve de l’article 416 et des règlements, la société peut :

(a) act as agent for any person in respect of

    

a) faire fonction de mandataire en ce qui a trait :

    
    

 

Current to February 11, 2020

   355    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies

  

Sociétés de fiducie et de prêt

AMENDMENTS NOT IN FORCE

  

MODIFICATIONS NON EN VIGUEUR

 

(i) the carrying on of any activity referred to in subsection 410(1) that is engaged in by a financial institution, by a permitted entity as defined in subsection 449(1), if that definition were read without reference to the requirements of subsections 453(4) to (6), or by a prescribed entity, and

  

    

  

(i) à l’exercice de toute activité visée au paragraphe 410(1) qui est exercée par une institution financière, par une entité admissible, au sens du paragraphe 449(1), sans tenir compte des exigences prévues aux paragraphes 453(4) à (6), ou par une entité visée par règlement,

(ii) the provision of any service that relates to financial services and that is provided by an institution or entity referred to in subparagraph (i);

     

(ii) à la prestation de tout service qui est relatif aux services financiers et qui est offert par une telle institution financière, entité admissible ou entité visée par règlement;

(a.1) enter into an arrangement with any person in respect of the carrying on of an activity referred to in subparagraph (a)(i) or the provision of a service referred to in subparagraph (a)(ii); and

     

a.1) conclure une entente en vue de l’exercice d’une activité visée au sous-alinéa a)(i) ou de la prestation d’un service visé au sous-alinéa a)(ii);

(b) refer any person to another person.

     

b) renvoyer ou recommander toute personne à toute autre personne.

Regulations

     

Règlements

(2) The Governor in Council may make regulations      

(2) Le gouverneur en conseil peut, par règlement :

(a) respecting the circumstances in which a company may act as an agent, enter into an arrangement or refer a person under subsection (1); and

     

a) prévoir les circonstances dans lesquelles la société peut faire fonction de mandataire, conclure une entente ou renvoyer ou recommander une personne à une autre personne en vertu du paragraphe (1);

(b) imposing terms and conditions in respect of the carrying on of activities under that subsection.

     

b) fixer les conditions d’exercice de toute activité qu’une société peut exercer en vertu de ce paragraphe.

Regulations

     

Règlements

411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a company is prohibited from doing when acting as an agent or when making referrals.

     

411.1 Pour l’application de l’article 409 et du paragraphe 411(1), le gouverneur en conseil peut, par règlement, prévoir ce qu’il est interdit à une société de faire lorsqu’elle agit comme mandataire ou effectue un renvoi ou une recommandation.

— 2018, c. 12, s. 312       — 2018, ch. 12, art. 312

312 (1) Section 453 of the Act is amended by adding the following after subsection (2):

     

312 (1) L’article 453 de la même loi est modifié par adjonction, après le paragraphe (2), de ce qui suit :

Permitted investments

     

Placements autorisés

(2.1) Subject to subsections (3) to (6), Part XI and the regulations made under paragraphs (2.2)(b) and (c), a company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a company is permitted to engage in under paragraphs 409(2)(b) to (d).

     

(2.1) Sous réserve des paragraphes (3) à (6), de la partie XI et des règlements pris en vertu des alinéas (2.2)b) et c), la société peut acquérir le contrôle d’une entité, autre qu’une entité visée aux alinéas (1)a) à j), ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si la majeure partie, au sens des règlements, de l’activité commerciale de l’entité comporte des services financiers ou toute autre activité qu’une société est autorisée à exercer dans le cadre des alinéas 409(2)b) à d).

Regulations

     

Règlements

(2.2) The Governor in Council may make regulations      

(2.2) Le gouverneur en conseil peut, par règlement :

 

Current to February 11, 2020

   356    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

AMENDMENTS NOT IN FORCE

  

MODIFICATIONS NON EN VIGUEUR

 

(a) defining, for the purposes of subsection (2.1), the word “majority”;

  

a) définir, pour l’application du paragraphe (2.1), le terme « majeure partie »;

(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and

  

b) fixer les conditions selon lesquelles la société peut, en vertu du paragraphe (2.1), acquérir le contrôle d’une entité ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité;

(c) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).

  

c) prévoir les circonstances dans lesquelles la société peut, en vertu du paragraphe (2.1), acquérir le contrôle d’une entité ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité.

(2) Subparagraph 453(3)(f)(ii) of the Act is replaced by the following:

  

(2) Le sous-alinéa 453(3)f)(ii) de la même loi est remplacé par ce qui suit :

(ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 451(2), paragraph 451(3)(b) or (c) or subsection 451(4); or

  

(ii) dans le cas où l’entité n’est pas contrôlée par la société, l’acquisition par la société elle-même d’un intérêt de groupe financier dans l’autre entité serait permise aux termes des paragraphes (1), (2) ou (2.1) ou 451(2), des alinéas 451(3)b) ou c) ou du paragraphe 451(4);

(3) Subsection 453(5) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (5)(d) and (d.1).

  

(3) Les alinéas 453(5)d) et d.1) de la même loi sont abrogés.

(4) Paragraph 453(7)(a) of the Act is replaced by the following:

  

(4) L’alinéa 453(7)a) de la même loi est remplacé par ce qui suit :

(a) the company is acquiring control of an entity, other than a specialized financing entity, under subsection (2) or (2.1) and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);

  

a) l’entité dont le contrôle est acquis en vertu des paragraphes (2) ou (2.1) n’est pas une entité s’occupant de financement spécial et le seul motif pour lequel l’agrément serait exigé, n’eût été le présent paragraphe, est l’exercice par elle d’une activité visée à l’alinéa (2)b);

— 2018, c. 12, s. 313    — 2018, ch. 12, art. 313

313 The Act is amended by adding the following after section 453:

  

313 La même loi est modifiée par adjonction, après l’article 453, de ce qui suit :

Regulations

  

Règlements

453.1 The Governor in Council may make regulations   

453.1 Le gouverneur en conseil peut, par règlement :

(a) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a company is permitted to engage in under paragraph 410(1)(b.1) or (c), including the circumstances in which a company is prohibited from doing so; and

  

a) prévoir les circonstances dans lesquelles la société peut acquérir le contrôle d’une entité qui exerce des activités qu’une société est autorisée à exercer dans le cadre des alinéas 410(1)b.1) et c) ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité, notamment dans quelles circonstances une telle acquisition ou augmentation est interdite;

(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).

  

b) fixer les conditions selon lesquelles la société peut acquérir le contrôle d’une entité visée à l’alinéa a) ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité.

  
  
  

 

Current to February 11, 2020

   357    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Trust and Loan Companies    Sociétés de fiducie et de prêt

AMENDMENTS NOT IN FORCE

  

MODIFICATIONS NON EN VIGUEUR

 

— 2018, c. 12, s. 314      — 2018, ch. 12, art. 314

314 Paragraph 483(1)(c) of the Act is replaced by the following:

    

314 L’alinéa 483(1)c) de la même loi est remplacé par ce qui suit :

(c) consists of a written contract with the related party for the purpose of having either one of them act as an agent or make referrals;

    

c) un contrat écrit avec l’apparenté dans le but que l’un ou l’autre de ceux-ci agisse comme mandataire ou effectue des renvois d’affaires ou des recommandations;

— 2018, c. 12, s. 315      — 2018, ch. 12, art. 315

315 Subsection 529.2(1) of the Act is replaced by the following:

 

    

  

315 Le paragraphe 529.2(1) de la même loi est remplacé par ce qui suit :

Application for certain approvals

    

Demandes relatives à certains agréments

529.2 (1) An application for the prior written approval of the Minister in respect of paragraph 453(5)(b.1) or (c) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

    

529.2 (1) Toute demande visant l’obtention de l’agrément écrit préalable du ministre faite dans le cadre de l’alinéa 453(5)b.1) ou c) est déposée auprès du surintendant et contient les renseignements, documents et éléments de preuve que celui-ci peut exiger.

 

Current to February 11, 2020

   358    À jour au 11 février 2020

Last amended on June 17, 2019

      Dernière modification le 17 juin 2019


Exhibit 8(c)

 

LOGO

CANADA

 

CONSOLIDATION    CODIFICATION
Canada Deposit Insurance Corporation Act    Loi sur la Société d’assurance-dépôts du Canada
R.S.C., 1985, c. C-3    L.R.C. (1985), ch. C-3
Current to February 11, 2020    À jour au 11 février 2020
Last amended on May 10, 2019    Dernière modification le 10 mai 2019

Published by the Minister of Justice at the following address:

http://laws-lois.justice.gc.ca

  

Publié par le ministre de la Justice à l’adresse suivante :

http://lois-laws.justice.gc.ca


OFFICIAL STATUS

OF CONSOLIDATIONS

Subsections 31(1) and (2) of the Legislation Revision and Consolidation Act, in force on June 1, 2009, provide as follows:

CARACTÈRE OFFICIEL

DES CODIFICATIONS

Les paragraphes 31(1) et (2) de la Loi sur la révision et la codification des textes législatifs, en vigueur le 1er juin 2009, prévoient ce qui suit :

 

 

Published consolidation is evidence

31 (1) Every copy of a consolidated statute or consolidated regulation published by the Minister under this Act in either print or electronic form is evidence of that statute or regulation and of its contents and every copy purporting to be published by the Minister is deemed to be so published, unless the contrary is shown.

Inconsistencies in Acts

(2) In the event of an inconsistency between a consolidated statute published by the Minister under this Act and the original statute or a subsequent amendment as certified by the Clerk of the Parliaments under the Publication of Statutes Act, the original statute or amendment prevails to the extent of the inconsistency.

Codifications comme élément de preuve

31 (1) Tout exemplaire d’une loi codifiée ou d’un règlement codifié, publié par le ministre en vertu de la présente loi sur support papier ou sur support électronique, fait foi de cette loi ou de ce règlement et de son contenu. Tout exemplaire donné comme publié par le ministre est réputé avoir été ainsi publié, sauf preuve contraire.

Incompatibilité — lois

(2) Les dispositions de la loi d’origine avec ses modifications subséquentes par le greffier des Parlements en vertu de la Loi sur la publication des lois l’emportent sur les dispositions incompatibles de la loi codifiée publiée par le ministre en vertu de la présente loi.

 

 

LAYOUT

The notes that appeared in the left or right margins are now in boldface text directly above the provisions to which they relate. They form no part of the enactment, but are inserted for convenience of reference only.

MISE EN PAGE

Les notes apparaissant auparavant dans les marges de droite ou de gauche se retrouvent maintenant en caractères gras juste au-dessus de la disposition à laquelle elles se rattachent. Elles ne font pas partie du texte, n’y figurant qu’à titre de repère ou d’information.

 

 

NOTE

This consolidation is current to February 11, 2020. The last amendments came into force on May 10, 2019. Any amendments that were not in force as of February 11, 2020 are set out at the end of this document under the heading “Amendments Not in Force”.

NOTE

Cette codification est à jour au 11 février 2020. Les dernières modifications sont entrées en vigueur le 10 mai 2019. Toutes modifications qui n’étaient pas en vigueur au 11 février 2020 sont énoncées à la fin de ce document sous le titre « Modifications non en vigueur ».

 

 

Current to February 11, 2020

        À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


TABLE OF PROVISIONS

An Act to establish the Canada Deposit Insurance

Corporation

  

Short Title

1

  

Short title

  

Interpretation

2

  

Definitions

  

Her Majesty

2.1

  

Binding on Her Majesty

  

Powers, Etc., of Minister

2.2

  

Delegation

  

Constitution of the Corporation

3

  

Corporation established

4

  

Head office

5

  

Board of Directors

6

  

Chairperson

  

Objects, Powers and Duties

7

  

Objects

7.1

  

Power of Governor in Council

7.2

  

Coming into force

7.3

  

Recovery of loss

8

  

Federal institutions

9

  

Provincial institutions

10

  

Powers of Corporation

10.01

  

Exemption — shares of member institution

10.1

  

Loans to Corporation

11

  

Powers of directors

11.1

  

Minister’s direction

11.2

  

Statutory Instruments Act

11.3

  

Recovery of loss

TABLE ANALYTIQUE

Loi constituant la Société d’assurance-dépôts du

Canada

  

Titre abrégé

1

  

Titre abrégé

  

Définitions

2

  

Définitions

  

Sa Majesté

2.1

  

Obligation de Sa Majesté

  

Pouvoirs du ministre

2.2

  

Délégation

  

Constitution et fonctionnement de la société

3

  

Constitution

4

  

Siège social

5

  

Conseil d’administration

6

  

Président du conseil

  

Mission et pouvoirs

7

  

Objet

7.1

  

Pouvoir du gouverneur en conseil

7.2

  

Entrée en vigueur

7.3

  

Recouvrement des pertes

8

  

Institutions fédérales

9

  

Institutions provinciales

10

  

Pouvoirs de la Société

10.01

  

Exemption — actions d’une institution membre

10.1

  

Prêt consenti à la Société

11

  

Pouvoirs des administrateurs

11.1

  

Instructions du ministre

11.2

  

Non-application de la Loi sur les textes réglementaires

11.3

  

Recouvrement des pertes

 

 

Current to February 11, 2020

   iii    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

  

Deposit Insurance

12

   Duty to insure

12.1

   Definitions

13

   Deposits with amalgamating institutions

14

   Obligation regarding insured amount

14.01

   Payment to the Bank of Canada

14.1

   Sale of information to liquidator

15

   Premiums recoverable

17

   Insurance of federal institutions

17.1

   Insurance of provincial institutions

17.2

   Policy of deposit insurance

18

   Form of application for deposit insurance

20

   Funds

21

   Assessment and collection of premiums

22

   Returns

23

   Calculation of first premium

24

   Where premiums payable

24.1

   No set-off on premium payment

25

   Overdue charges

25.1

   Premium surcharge

25.2

   Non-application to special premium

25.3

   By-laws — special premium
  

Federal Institutions Without Deposit Insurance

26.01

   Interpretation

26.02

   Application

26.03

   Granting of application

26.04

   Minister and Superintendent to be informed

26.05

   Fees by-law

26.06

   Deposits not insured
  

Inspection of Member Institutions

27

   Annual inspections

28

   Provincial member institutions

28.1

   Costs may be charged back

29

   Examination considerations

29.1

   Review of returns

29.2

   Certain reports to be provided to Corporation
  

Assurance-dépôts

12

   Dépôts assurables

12.1

   Définitions

13

   Cas de fusion

14

   Obligation concernant la partie assurée du dépôt

14.01

   Versement à la Banque du Canada

14.1

   Vente de renseignements

15

   Primes recouvrables

17

   Assurance des institutions fédérales

17.1

   Assurance des institutions provinciales

17.2

   Police d’assurance-dépôts

18

   Demande d’assurance-dépôts : forme

20

   Fonds

21

   Fixation et recouvrement des primes

22

   Déclarations

23

   Calcul de la première prime

24

   Primes payables au siège social de la Société

24.1

   Pas de compensation

25

   Arrérages de frais

25.1

   Augmentation de prime

25.2

   Non-application aux primes spéciales

25.3

   Règlements administratifs — primes spéciales
  

Institutions fédérales sans assurance-dépôts

26.01

   Sens de dépôt

26.02

   Demande à la Société

26.03

   Conditions préalables à l’autorisation

26.04

   Avis au ministre et au surintendant

26.05

   Frais réglementaires

26.06

   Dépôts non assurés
  

Inspection des institutions membres

27

   Examens annuels

28

   Institutions provinciales membres

28.1

   Frais d’examen

29

   Buts de l’examen

29.1

   Vérification des déclarations

29.2

   Envoi de certains rapports
 

 

Current to February 11, 2020

   iv    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

30

   Reporting breaches
  

Termination and Cancellation of Insurance

31

   Notice of termination

31.1

   Acceleration of termination of policy of deposit insurance

32

   Termination of policy by provincial member institution

33

   Cancellation

34

   Effect of termination or cancellation

35

   Creditor remedies available

36

   Removal of references to deposit insurance
  

Provincial Insuring Arrangements

37

   Provincial deposit insurance

38

   Agreements for examination of provincial institutions

39

   Short term loans to insuring agents
  

Restructuring of Federal Member Institutions

   Resolution Plans

39.01

   Submission of plan
   Vesting in Corporation and Appointing Corporation as Receiver

39.1

   Report of Superintendent

39.11

   Request of Corporation

39.12

   Recommendation of Minister

39.13

   Order

39.14

   Powers of Corporation

39.15

   Stay of proceedings

39.151

   Stay of proceedings — bridge institution

39.152

   Assignments — bridge institution or third party

39.16

   Exemption

39.17

   Leave of court

39.18

   Termination
   Non-application of Certain Legislative Provisions

39.181

   Not agent or Crown corporation

39.19

   Part VII of Bank Act, etc., inapplicable

39.191

   Provisions do not apply

30

   Indications des violations
  

Résiliation et annulation de l’assurance

31

   Avis de résiliation

31.1

   Résiliation anticipée de la police d’assurance-dépôts

32

   Résiliation par une institution provinciale membre

33

   Annulation

34

   Effet de l’annulation ou de la résiliation

35

   Droits aux recours ouverts aux créanciers

36

   Suppression de toute mention d’assurance-dépôts
  

Arrangements avec les provinces

37

   Assurance-dépôts provinciale

38

   Accords en vue de l’examen des institutions provinciales

39

   Prêts à court terme aux mandataires assureurs
  

Restructuration des institutions fédérales membres

   Plans de règlement

39.01

   Soumission des plans
   Dévolution à la Société et nomination de la Société comme séquestre

39.1

   Rapport du surintendant

39.11

   Demande de la Société

39.12

   Recommandation du ministre

39.13

   Décret

39.14

   Transfert des pouvoirs à la Société

39.15

   Suspension des procédures

39.151

   Suspension des procédures — institution-relais

39.152

   Cession — institution-relais ou tiers

39.16

   Exemption

39.17

   Autorisation judiciaire

39.18

   Durée d’application
   Non-application de certaines dispositions législatives

39.181

   Ni mandataire ni société d’État

39.19

   Non-application de la partie VII de la Loi sur les banques,etc.

39.191

   Dispositions inapplicables
 

 

Current to February 11, 2020

   v    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

39.192

  

Regulation to exempt or adapt

39.193

  

Office of Superintendent of Financial Institutions

  

Restructuring Transactions

39.2

  

Restructuring transactions

39.201

  

Terms and conditions of transactions

39.202

  

Deposit liabilities assumed

39.203

  

Liquidator bound

39.21

  

Right transferable

39.22

  

Winding-up

  

Compensation

39.23

  

Amount of compensation

39.24

  

Decision conclusive

39.25

  

Discharge of liability

39.26

  

Appointment of assessor

39.27

  

Sittings and hearings

39.28

  

Regulations

  

Creation and Operation of Bridge Institutions

39.371

  

Incorporation

39.3711

  

Duration

39.3713

  

Financial assistance

39.3714

  

Shares held by Corporation

39.3715

  

Termination of designation

39.3716

  

Mandatory dissolution of bridge institution

39.3717

  

Winding-up of federal member institution

39.3718

  

Power of the Corporation

39.3719

  

Remuneration and benefits

39.372

  

Non-liability with respect to employees

39.3721

  

Corporation’s directions

39.3722

  

By-laws — Corporation

  

Restructuring of Provincial Member Institutions

39.38

  

Federal-provincial agreements

  

Financial

40

  

Financial year

41

  

Deposit accounts

42

  

Interest may be paid

43

  

Auditor

39.192

  

Exemption ou adaptation par règlement

39.193

  

Bureau du surintendant des institutions financières

  

Opérations de restructuration

39.2

  

Opérations de restructuration

39.201

  

Conditions des opérations

39.202

  

Dépôts

39.203

  

Liquidateur lié

39.21

  

Droit transférable

39.22

  

Liquidation

  

Indemnité

39.23

  

Montant de l’indemnité

39.24

  

Décisions définitives

39.25

  

Caractère libératoire

39.26

  

Nomination d’un évaluateur

39.27

  

Séances et auditions

39.28

  

Règlements

  

Constitution et fonctionnement des institutions-relais

39.371

  

Constitution

39.3711

  

Durée

39.3713

  

Aide financière

39.3714

  

Actions détenues par la Société

39.3715

  

Perte du statut

39.3716

  

Dissolution obligatoire de l’institution-relais

39.3717

  

Liquidation de l’institution fédérale membre

39.3718

  

Pouvoir de la Société

39.3719

  

Rémunération et avantages

39.372

  

Employés

39.3721

  

Instructions de la Société

39.3722

  

Règlements administratifs — pouvoir de la Société

  

Restructuration des institutions provinciales membres

39.38

  

Accords fédéraux-provinciaux

  

Dispositions financières

40

  

Exercice

41

  

Compte de dépôts

42

  

Versement d’intérêts

43

  

Vérificateur

 

 

Current to February 11, 2020

   vi    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
TABLE OF PROVISIONS    TABLE ANALYTIQUE

 

  

Staff

44

  

Employment of staff

45

  

Public Service Superannuation Act

  

No Liability

45.1

  

No liability for acts in good faith

45.11

  

Directors and officers of institutions

45.12

  

Foreign relief — no recognition or enforcement

  

Confidentiality

45.2

  

Confidentiality

45.3

  

Disclosures prohibited

  

Winding-up

46

  

Insolvency and winding-up

  

Enforcement Provisions

47

  

False statements

48

  

Failure to make report known

49

  

Failure to provide information, etc.

50

  

General offence

50.1

  

Punishment

51

  

Court may order compliance

52

  

Additional monetary punishment

53

  

Appeals

54

  

Recovery and application of fines

  

SCHEDULE

  

Personnel

44

  

Engagement du personnel

45

  

Loi sur la pension de la fonction publique

  

Immunité

45.1

  

Absence de responsabilité en cas de bonne foi

45.11

  

Administrateurs et dirigeants d’institutions

45.12

  

Non-reconnaissance ou exécution de redressement étranger

  

Confidentialité

45.2

  

Confidentialité

45.3

  

Communication interdite

  

Liquidation

46

  

Insolvabilité et liquidation

  

Infractions et peines

47

  

Fausses déclarations

48

  

Omission de faire connaître le rapport

49

  

Contravention en matière de publicité

50

  

Infraction

50.1

  

Sanction

51

  

Ordonnance du tribunal

52

  

Sanction pécuniaire additionnelle

53

  

Appel

54

  

Recouvrement des amendes

  

ANNEXE

 

 

Current to February 11, 2020

   vii    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


  
  
      
  

 

LOGO

 

R.S.C., 1985, c. C-3

An Act to establish the Canada Deposit Insurance Corporation

Short Title

Short title

1 This Act may be cited as the Canada Deposit Insurance Corporation Act.

R.S., c. C-3, s. 1.

L.R.C., 1985, ch. C-3

Loi constituant la Société d’assurance-dépôts du Canada

Titre abrégé

Titre abrégé

1 Loi sur la Société d’assurance-dépôts du Canada.

S.R., ch. C-3, art. 1.

 

 

Interpretation

Definitions

2 In this Act,

affairs, with respect to a member institution, means its business and the relationships among the member institution and its affiliates and the shareholders, directors and officers of the member institution and its affiliates; (affaires internes)

affiliate, in respect of a member institution that is

(a) a bank, means an entity that is affiliated with the bank within the meaning of the Bank Act, or

(b) other than a bank, means an entity that would be affiliated with the member institution within the meaning of the Bank Act if the member institution were a bank to which that Act applies; (groupe)

appropriate provincial minister, in relation to a provincial institution, means the minister of the Crown of the province of incorporation of the institution responsible for the supervision of the provincial institution; (ministre provincial compétent)

bank means a bank listed in Schedule I or II to the Bank Act; (banque)

Board means the Board of Directors of the Corporation; (conseil)

Définitions

Définitions

2 Les définitions qui suivent s’appliquent à la présente loi.

action Sont assimilés à une action :

a) le privilège de conversion ou d’échange, octroyé par une institution membre, convertible en tout temps en une action;

b) l’option ou le droit, octroyé par une telle institution, d’acquérir une action ou le privilège visé à l’alinéa a);

c) la part sociale au sens de l’article 2 de la Loi sur les banques. (share)

actionnaire S’entend notamment du détenteur d’une part sociale d’une coopérative de crédit fédérale. (shareholder)

affaires Les activités commerciales de l’institution membre ainsi que les relations entre celle-ci, les entités de son groupe et leurs associés, actionnaires, administrateurs et dirigeants. (affairs)

affaires internes [Abrogée, 2016, ch. 7, art. 126]

assurance-dépôts L’assurance visée à l’alinéa 7a). (deposit insurance)

 

 

Current to February 11, 2020

   1    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Interpretation

  

Définitions

Section 2

  

Article 2

  

 

bridge institution means a federal institution that is designated as a bridge institution by an order made under paragraph 39.13(1)(c); (institution-relais)

by-laws means the by-laws of the Corporation; (règlements administratifs)

Chairman [Repealed, 1996, c. 6, s. 21]

Chairperson means the Chairperson of the Board; (président)

Corporation means the Canada Deposit Insurance Corporation established by section 3; (Société)

deposit and depositor mean respectively a deposit and a depositor as defined in the schedule; (dépôt et déposant)

deposit insurance means the insurance referred to in paragraph 7(a); (assurance-dépôts)

domestic systemically important bank has the same meaning as in section 2 of the Bank Act; (banque d’importance systémique nationale)

federal credit union has the same meaning as in section 2 of the Bank Act; (coopérative de crédit fédérale)

federal institution means a bank, company or association referred to in section 8; (institution fédérale)

federal member institution means a federal institution that is a member institution; (institution fédérale membre)

local cooperative credit society has the same meaning as in section 2 of the Bank Act; (société coopérative de crédit locale)

member institution means a corporation that has deposit insurance under this Act; (institution membre)

Minister means the Minister of Finance; (ministre)

policy of deposit insurance or policy means the instrument evidencing the deposit insurance of a member institution; (police d’assurance-dépôts ou police)

premium year means, in relation to the calculation and payment of premiums pursuant to this Act, the period beginning on May 1 in one year and ending on April 30 in the next year; (exercice comptable des primes)

provincial institution means a company referred to in section 9; (institution provinciale)

banque Banque figurant aux annexes I ou II de la Loi sur les banques. (bank)

banque d’importance systémique nationale S’entend au sens de l’article 2 de la Loi sur les banques. (domestic systemically important bank)

conseil Le conseil d’administration de la Société. (Board)

contrôleur provincial Le fonctionnaire qui, auprès de la province sous l’autorité de laquelle une institution provinciale donnée a reçu la personnalité morale, voit à la surveillance des activités de l’institution. (provincial supervisor)

coopérative de crédit fédérale S’entend au sens de l’article 2 de la Loi sur les banques. (federal credit union)

déclaration Déclaration orale ou écrite. Sont assimilés à une déclaration les marques, signes ou annonces ou marques de commerce. (representation)

dépôt et déposant Ont le sens que leur donne l’annexe. (deposit and depositor)

dette subordonnée Dette d’une institution membre dont le remboursement, aux termes du titre qui en fait foi, est subordonné, advenant l’insolvabilité ou la liquidation de celle-ci, au paiement de tous les dépôts auprès d’elle et de toutes ses autres dettes, à l’exception de celles qui, aux termes des titres qui en font foi, sont de rang égal ou inférieur à la dette en question. Sont inclus dans la présente définition :

a) le privilège de conversion ou d’échange, octroyé par une institution membre, convertible en tout temps en une dette subordonnée;

b) l’option ou le droit, octroyé par une telle institution, d’acquérir une dette subordonnée ou le privilège visé à l’alinéa a). (subordinated debt)

exercice comptable des primes La période commençant le 1er mai et se terminant le 30 avril de l’année suivante, utilisée pour le calcul et le paiement des primes. (premium year)

groupe Ensemble des entités qui font partie du groupe d’une institution membre; dans le cas d’une banque, ce terme s’entend au sens de la Loi sur les banques, dans les autres cas, le sens donné par cette loi s’applique avec les adaptations nécessaires. (affiliate)

 

 

Current to February 11, 2020

   2    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Interpretation

  

Définitions

Section 2

  

Article 2

  

 

provincial member institution means a provincial institution that is a member institution; (institution provinciale membre)

provincial supervisor, in relation to a provincial institution, means the official of the province of incorporation of the provincial institution who supervises the affairs of the provincial institution; (contrôleur provincial)

receiver includes a receiver-manager and a sequestrator; (séquestre)

representation means any oral or written statement and includes any advertisement and any mark, sign, trade name or other device; (déclaration)

returned payment means any portion of a payment made by the Corporation under subsection 14(2) or (2.1) that is either returned to the Corporation or that otherwise remains under its control; (paiement retourné)

share includes

(a) a conversion or exchange privilege, issued by a member institution, that is convertible at any time into a share,

(b) an option or a right, issued by a member institution, to acquire a share or a privilege referred to in paragraph (a), and

(c) a membership share within the meaning of section 2 of the Bank Act; (action)

shareholder includes the holder of a membership share of a federal credit union; (actionnaire)

subordinated debt means debt of a member institution that, by the terms of any instrument evidencing the debt, will, in the event of the insolvency or winding-up of the member institution, be subordinate in right of payment to all deposit liabilities of the member institution and all other liabilities of the member institution except those that, by their terms, rank equally with or are subordinate to that debt and includes

(a) a conversion or exchange privilege that is convertible at any time into subordinated debt, and

(b) an option or a right to acquire subordinated debt or a privilege referred to in paragraph (a)

issued by a member institution; (dette subordonnée)

Superintendent means the Superintendent of Financial Institutions appointed pursuant to subsection 5(1) of the

institution fédérale Banque, société ou association mentionnée à l’article 8. (federal institution)

institution fédérale membre Institution fédérale qui est une institution membre. (federal member institution)

institution membre Personne morale qui bénéficie de l’assurance-dépôts dans le cadre de la présente loi. (member institution)

institution provinciale Personne morale mentionnée à l’article 9. (provincial institution)

institution provinciale membre Institution provinciale qui est une institution membre. (provincial member institution)

institution-relais Institution fédérale qui est dotée du statut d’institution-relais par décret pris en vertu de l’alinéa 39.13(1)c). (bridge institution)

ministre Le ministre des Finances. (Minister)

ministre provincial compétent Le ministre provincial chargé, dans la province sous l’autorité de laquelle une institution provinciale donnée a obtenu la personnalité morale, de voir à la surveillance de cette institution. (appropriate provincial minister)

paiement retourné Toute partie du paiement effectué par la Société au titre des paragraphes 14(2) ou (2.1) qui lui est retournée ou demeure autrement sous son contrôle. (returned payment)

police d’assurance-dépôts ou police Le document qui fait foi de l’assurance-dépôts d’une institution membre. (policy of deposit insurance or policy)

président Le président du conseil. (Chairperson)

règlements administratifs Les règlements administratifs de la Société. (by-laws)

séquestre S’entend en outre d’un séquestre-gérant. (receiver)

Société La Société d’assurance-dépôts du Canada constituée par l’article 3. (Corporation)

société coopérative de crédit locale S’entend au sens de l’article 2 de la Loi sur les banques. (local cooperative credit society)

surintendant Le surintendant des institutions financières, nommé aux termes du paragraphe 5(1) de la

 

 

Current to February 11, 2020

   3    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Interpretation

  

Définitions

Sections 2-5

  

Articles 2-5

  

 

Office of the Superintendent of Financial Institutions Act. (surintendant)

R.S., 1985, c. C-3, s. 2; R.S., 1985, c. 18 (3rd Supp.), s. 47; 1992, c. 1, s. 142, c. 26, s. 1; 1996, c. 6, s. 21; 1999, c. 28, s. 98; 2001, c. 9, s. 203; 2009, c. 2, s. 233; 2010, c. 12, s. 2094; 2012, c. 5, s. 185; 2016, c. 7, s. 126.

Loi sur le Bureau du surintendant des institutions financières. (Superintendent)

L.R. (1985), ch. C-3, art. 2; L.R. (1985), ch. 18 (3e suppl.), art. 47; 1992, ch. 1, art. 142, ch. 26, art. 1; 1996, ch. 6, art. 21; 1999, ch. 28, art. 98; 2001, ch. 9, art. 203; 2009, ch. 2, art. 233; 2010, ch. 12, art. 2094; 2012, ch. 5, art. 185; 2016, ch. 7, art. 126.

 

 

Her Majesty

Binding on Her Majesty

2.1 This Act is binding on Her Majesty in right of Canada or a province.

1992, c. 26, s. 2.

Sa Majesté

Obligation de Sa Majesté

2.1 La présente loi lie Sa Majesté du chef du Canada ou d’une province.

1992, ch. 26, art. 2.

 

 

Powers, Etc., of Minister

Delegation

2.2 The Minister may delegate any of the Minister’s powers, duties and functions under this Act to any Minister of State appointed pursuant to the Ministries and Ministers of State Act to assist the Minister.

1996, c. 6, s. 21.1.

Pouvoirs du ministre

Délégation

2.2 Le ministre peut déléguer des pouvoirs et fonctions que lui confère la présente loi à tout ministre d’État nommé pour lui prêter son concours aux termes de la Loi sur les départements et ministres d’État.

1996, ch. 6, art. 21.1.

 

 

Constitution of the Corporation

Corporation established

3 (1) There is hereby established a corporation, to be called the Canada Deposit Insurance Corporation.

Constitution et fonctionnement de la société

Constitution

3 (1) Est constituée la Société d’assurance-dépôts du Canada, dotée de la personnalité morale.

 

 

Agent of Her Majesty

(2) The Corporation is, for all purposes of this Act, an agent of Her Majesty in right of Canada.

R.S., c. C-3, s. 3; 1984, c. 31, s. 14.

Qualité de mandataire de Sa Majesté

(2) La Société est, pour l’application de la présente loi, mandataire de Sa Majesté du chef du Canada.

S.R., ch. C-3, art. 3; 1984, ch. 31, art. 14.

 

 

Head office

4 (1) The head office of the Corporation shall be at the city of Ottawa.

Siège social

4 (1) Le siège social de la Société est fixé à Ottawa.

 

 

Offices and agents

(2) The Corporation may establish offices or employ agents in any part of Canada.

R.S., c. C-3, s. 4.

Bureaux et mandataires

(2) La Société peut constituer des bureaux et nommer des mandataires sur tout le territoire canadien.

S.R., ch. C-3, art. 4.

 

 

Board of Directors

5 (1) There shall be a Board of Directors of the Corporation consisting of

 

Conseil d’administration

5 (1) Le conseil d’administration de la Société se compose des personnes suivantes :

 

 

 

(a) the person appointed as the Chairperson;

 

(b) the persons who for the time being hold the offices of the Governor of the Bank of Canada, the Deputy Minister of Finance, the Superintendent of Financial

  

a) le président;

 

b) le gouverneur de la Banque du Canada, le sous-ministre des Finances, le surintendant des institutions

 

Current to February 11, 2020

   4    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Constitution of the Corporation

  

Constitution et fonctionnement de la société

Section 5

  

Article 5

            

  

            

 

Institutions and the Commissioner of the Financial Consumer Agency of Canada;

(b.1) a Deputy Superintendent of Financial Institutions, or an officer of the Office of the Superintendent of Financial Institutions, appointed by the Minister; and

(c) not more than five other members appointed by the Minister with the approval of the Governor in Council.

financières et le commissaire de l’Agence de la consommation en matière financière du Canada;

b.1) un surintendant adjoint des institutions financières, ou un fonctionnaire du Bureau du surintendant des institutions financières, nommé par le ministre;

c) au plus cinq autres administrateurs nommés par le ministre avec l’agrément du gouverneur en conseil.

 

 

Disqualifications

(1.1) A person is not eligible to be appointed under paragraph (1)(c) or, having been appointed under that paragraph, to continue as a member of the Board, if the person is

(a) employed in any capacity in the federal public administration or holds any office or position for which any salary or other remuneration is payable out of public moneys;

(b) a member of the Senate or House of Commons of Canada or a member of a provincial legislature; or

(c) a director, officer or employee of a federal institution, a provincial institution or a local cooperative credit society.

Inhabilité

(1.1) Ne peut occuper le poste d’administrateur dans le cadre de l’alinéa (1)c) la personne qui :

a) occupe un emploi au sein de l’administration publique fédérale ou un poste rémunéré avec des fonds publics;

b) est membre du Sénat ou de la Chambre des communes, ou d’une législature provinciale;

c) est administrateur, dirigeant ou employé d’une institution fédérale ou provinciale ou d’une société coopérative de crédit locale.

 

 

Alternate director

(2) A director referred to in paragraph (1)(b) may, from time to time with the approval of the Minister, designate in writing an alternate to attend in the director’s absence at any meeting of the Board of Directors, and the alternate shall be deemed to be a member of the Board while so attending a meeting of the Board.

Substitut

(2) L’administrateur visé à l’alinéa (1)b) peut, avec l’approbation du ministre, désigner par écrit un substitut pour assister en son absence aux réunions du conseil d’administration; ce substitut est réputé être un membre du conseil lorsqu’il assiste à ces réunions.

 

 

Vacancy

(3) A vacancy on the Board does not impair the right of the remaining directors to act.

Vacance

(3) Une vacance au sein du conseil n’entrave pas son fonctionnement.

 

 

Acting chairperson

(4) Where the office of Chairperson is vacant, the Minister may appoint, for a period not exceeding ninety days, an acting Chairperson who shall, while so acting, be a member of the Board and have all the powers of the Chairperson.

Président suppléant

(4) En cas de vacance du poste de président, le ministre peut nommer un intérimaire pour une période maximale de quatre-vingt-dix jours; l’intérimaire est membre du conseil et assume l’exercice de la présidence.

 

 

Expenses of directors

(5) A director shall be paid by the Corporation reasonable travel and living expenses incurred by the director while absent from his or her ordinary place of residence

 

Indemnités

(5) Les administrateurs de la Société ont droit aux frais de déplacement et de séjour entraînés par l’accomplissement de leurs fonctions hors de leur lieu ordinaire de résidence. Les administrateurs visés à

 

 

Current to February 11, 2020

   5    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Constitution of the Corporation

  

Constitution et fonctionnement de la société

Sections 5-6

  

Articles 5-6

            

  

            

 

in the course of his or her duties as a director but no director referred to in paragraph (1)(b) shall receive any other remuneration for his or her services on the Board.

l’alinéa (1)b) n’ont toutefois droit à aucune autre rémunération pour leurs services à ce titre.

 

 

Remuneration of certain directors

(5.1) A director referred to in paragraph (1)(c) shall be paid by the Corporation for attendance at meetings of the Board such remuneration as may be fixed by the Governor in Council.

R.S., 1985, c. C-3, s. 5; R.S., 1985, c. 18 (2nd Supp.), s. 1, c. 18 (3rd Supp.), s. 48; 1996, c. 6, s. 47(E); 2001, c. 9, s. 204; 2003, c. 22, s. 224(E); 2010, c. 12, s. 2095; 2012, c. 5, s. 206(E).

Rémunération de certains administrateurs

(5.1) Les administrateurs visés à l’alinéa (1)c) reçoivent de la Société pour leur présence aux réunions du conseil d’administration la rémunération fixée par le gouverneur en conseil.

L.R. (1985), ch. C-3, art. 5; L.R. (1985), ch. 18 (2e suppl.), art. 1, ch. 18 (3e suppl.), art. 48; 1996, ch. 6, art. 47(A); 2001, ch. 9, art. 204; 2003, ch. 22, art. 224(A); 2010, ch. 12, art. 2095; 2012, ch. 5, art. 206(A).

 

 

Chairperson

6 (1) The Governor in Council shall appoint a person of proven financial ability to be Chairperson of the Board.

Term of office

(2) Notwithstanding subsection 105(5) of the Financial Administration Act, the Chairperson shall be appointed to hold office during good behaviour for such term as the Governor in Council deems appropriate but may be reappointed on the expiration of his or her term of office and may be removed at any time by the Governor in Council for cause.

Disqualification

(3) No person is eligible to be appointed or to continue as Chairperson who

(a) is not a Canadian citizen ordinarily resident in Canada;

(b) is a member of the Senate or House of Commons or a member of a provincial legislature; or

(c) is a director, officer or employee of a federal institution, a provincial institution or a local cooperative credit society.

(d) [Repealed, 2007, c. 6, s. 402]

Presiding at meetings

(4) The Chairperson shall preside at all meetings of the Board but where at any meeting the Chairperson is absent, one of the directors present thereat who is chosen so to act by the directors present shall preside and have all the powers of the Chairperson.

Président du conseil

6 (1) Le gouverneur en conseil nomme le président du conseil parmi les personnalités à compétence financière reconnue.

Mandat

(2) Par dérogation au paragraphe 105(5) de la Loi sur la gestion des finances publiques, le président est nommé à titre inamovible pour le mandat que fixe le gouverneur en conseil et il peut recevoir un nouveau mandat; toutefois, il peut faire l’objet d’une révocation motivée de la part du gouverneur en conseil.

Incompatibilités

(3) Pour occuper le poste de président, il faut :

a) être citoyen canadien et résider habituellement au Canada;

b) ne pas être membre du Sénat ou de la Chambre des communes, ou d’une législature provinciale;

c) ne pas être administrateur, dirigeant ou employé d’une institution fédérale ou provinciale ou d’une société coopérative de crédit locale.

d) [Abrogé, 2007, ch. 6, art. 402]

 

Présidence des réunions

(4) Le président préside les réunions du conseil; en cas d’absence de celui-ci, les administrateurs présents choisissent l’un d’entre eux pour présider la réunion et exercer les pouvoirs du président.

 

 

Current to February 11, 2020

   6    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Constitution of the Corporation

  

Constitution et fonctionnement de la société

Sections 6-7.1

  

Articles 6-7.1

  

 

Remuneration of Chairperson

(5) The Chairperson shall be paid by the Corporation such remuneration as may be fixed by the Governor in Council.

R.S., 1985, c. C-3, s. 6; 1996, c. 6, s. 47(E); 2007, c. 6, s. 402; 2010, c. 12, s. 2096; 2012, c. 5, s. 206(E).

Rémunération du président

(5) Le président reçoit de la Société la rémunération fixée par le gouverneur en conseil.

L.R. (1985), ch. C-3, art. 6; 1996, ch. 6, art. 47(A); 2007, ch. 6, art. 402; 2010, ch. 12, art. 2096; 2012, ch. 5, art. 206(A).

 

 

Objects, Powers and Duties

Objects

7 The objects of the Corporation are

(a) to provide insurance against the loss of part or all of deposits;

(b) to promote and otherwise contribute to the stability of the financial system in Canada;

(c) to pursue the objects set out in paragraphs (a) and (b) for the benefit of persons having deposits with member institutions and in such manner as will minimize the exposure of the Corporation to loss; and

(d) to act as the resolution authority for its members.

R.S., 1985, c. C-3, s. 7; R.S., 1985, c. 18 (3rd Supp.), s. 49; 1996, c. 6, s. 22; 2005, c. 30, s. 98; 2017, c. 20, s. 108.

Mission et pouvoirs

Objet

7 La Société a pour mission :

a) de fournir une assurance contre les risques de perte totale ou partielle de dépôts;

b) d’encourager la stabilité du système financier au Canada;

c) de poursuivre les fins visées aux alinéas a) et b) à l’avantage des personnes qui détiennent des dépôts auprès d’institutions membres et de manière à minimiser les possibilités de perte pour elle-même;

d) d’agir à titre d’autorité de règlement pour ses institutions membres.

L.R. (1985), ch. C-3, art. 7; L.R. (1985), ch. 18 (3e suppl.), art. 49; 1996, ch. 6, art. 22; 2005, ch. 30, art. 98; 2017, ch. 20, art. 108.

 

 

Power of Governor in Council

7.1 (1) The Governor in Council may, by order, exempt the Corporation from the requirement that it pursue its objects in a manner that will minimize its exposure to loss when it takes any action to address a situation that is specified in the order.

Pouvoir du gouverneur en conseil

7.1 (1) Le gouverneur en conseil peut, par décret, soustraire la Société à l’exigence d’accomplir sa mission de manière à minimiser les possibilités de perte pour elle-même lorsqu’elle prend des mesures visant à remédier à la situation précisée dans le décret.

 

 

Condition precedent

(2) The Governor in Council may make the order only if the Minister is of the opinion, after consultation with the Board, the Governor of the Bank of Canada and the Superintendent, that the requirement that the Corporation pursue its objects in a manner that will minimize its exposure to loss, in respect of a situation that will be specified in the order, might have an adverse effect on the stability of the financial system in Canada or public confidence in that stability.

Condition préalable

(2) Le gouverneur en conseil ne peut prendre le décret que si le ministre est d’avis, après avoir consulté le conseil, le gouverneur de la Banque du Canada et le surintendant, que l’exigence imposée à la Société d’accomplir sa mission de manière à minimiser les possibilités de perte pour elle-même pourrait, en ce qui a trait à la situation qui sera précisée dans le décret, être préjudiciable à la stabilité du système financier au Canada ou à la confiance du public en cette stabilité.

 

 

Repeal

(3) The Governor in Council may repeal the order only if the Minister is of the opinion that the requirement that the Corporation pursue its objects in a manner that will minimize its exposure to loss, in respect of the situation specified in the order, will no longer have an adverse effect on the stability of the financial system in Canada or public confidence in that stability.

2009, c. 2, s. 234.

Abrogation

(3) Le gouverneur en conseil ne peut abroger le décret que si le ministre est d’avis que d’assujettir à nouveau la Société à l’exigence d’accomplir sa mission de manière à minimiser les possibilités de perte pour elle-même ne serait, en ce qui a trait à la situation en cause, préjudiciable ni à la stabilité du système financier au Canada ni à la confiance du public en cette stabilité.

2009, ch. 2, art. 234.

 

 

Current to February 11, 2020

   7    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Sections 7.2-9

  

Articles 7.2-9

  

 

Coming into force

7.2 (1) An order made under subsection 7.1(1) has effect from the time that it is made.

Entrée en vigueur

7.2 (1) Le décret pris en vertu du paragraphe 7.1(1) prend effet dès sa prise.

 

 

Statutory Instruments Act

(2) The Statutory Instruments Act does not apply to the order.

Non-application de la Loi sur les textes réglementaires

(2) La Loi sur les textes réglementaires ne s’applique pas au décret.

 

 

Publication

(3) The Minister shall cause a notice to be published in the Canada Gazette that the order has been made or repealed as soon as the Minister is of the opinion that the publication of the notice will not have an adverse effect on the stability of the financial system in Canada or public confidence in that stability.

2009, c. 2, s. 234.

Publication

(3) Le ministre fait publier un avis dans la Gazette du Canada portant que le décret a été pris ou abrogé dès qu’il estime que la publication ne sera préjudiciable ni à la stabilité du système financier au Canada ni à la confiance du public en cette stabilité.

2009, ch. 2, art. 234.

 

 

Recovery of loss

7.3 After the publication of a notice in the Canada Gazette that an order was made under subsection 7.1(1), the Corporation shall, in accordance with its by-laws, collect a special premium from member institutions or any class of member institutions in order to recover the loss that the Corporation determines it incurred as a result of pursuing its objects without regard to the requirement that it do so in a manner that minimizes its exposure to loss.

2009, c. 2, s. 234.

Recouvrement des pertes

7.3 Après la publication dans la Gazette du Canada de l’avis énonçant qu’un décret a été pris, la Société perçoit, conformément aux règlements administratifs, auprès d’institutions membres ou de toute catégorie d’institutions membres, une prime spéciale afin de recouvrer les pertes qu’elle a, selon ses calculs, subies, en raison de l’accomplissement de sa mission sans égard à l’exigence de minimiser les possibilités de perte pour elle-même.

2009, ch. 2, art. 234.

 

 

Federal institutions

8 For the purposes of this Act, the following are federal institutions:

(a) a bank;

(b) a company to which the Trust and Loan Companies Act applies; and

(c) a retail association within the meaning of regulations made under the Cooperative Credit Associations Act.

R.S., 1985, c. C-3, s. 8; 1991, c. 45, s. 541; 1999, c. 28, s. 99; 2001, c. 9, s. 205; 2005, c. 30, s. 99.

Institutions fédérales

8 Ont qualité d’institutions fédérales dans le cadre de la présente loi :

a) toute banque;

b) toute société régie par la Loi sur les sociétés de fiducie et de prêt;

c) toute association de détail, au sens des règlements pris sous le régime de la Loi sur les associations coopératives de crédit.

L.R. (1985), ch. C-3, art. 8; 1991, ch. 45, art. 541; 1999, ch. 28, art. 99; 2001, ch. 9, art. 205; 2005, ch. 30, art. 99.

 

 

Provincial institutions

9 For the purposes of this Act, an incorporated company that carries on, under an Act of the legislature of a province or a constating instrument under provincial jurisdiction, a business substantially similar to the business of a company to which the Trust and Loan Companies Act applies and that is authorized by or under an Act of the legislature of a province to accept deposits from the public is a provincial institution.

R.S., 1985, c. C-3, s. 9; 1991, c. 45, s. 542.

Institutions provinciales

9 Pour l’application de la présente loi, une compagnie constituée en personne morale qui exploite, en vertu d’une loi provinciale ou d’un acte constitutif relevant de la compétence provinciale, une entreprise sensiblement comparable à l’entreprise d’une société régie par la Loi sur les sociétés de fiducie et de prêt et qui, aux termes d’une loi provinciale, est autorisée à accepter des dépôts du public est une institution provinciale.

L.R. (1985), ch. C-3, art. 9; 1991, ch. 45, art. 542.

 

 

Current to February 11, 2020

   8    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Section 10

  

Article 10

  

 

Powers of Corporation

10 (1) The Corporation may do all things necessary or incidental to the objects of the Corporation and in particular, but without limiting the generality of the foregoing, the Corporation may, in furtherance of its objects,

(a) acquire assets from a member institution;

(a.1) make or guarantee loans or advances, with or without security, to a member institution;

(a.11) make or guarantee a deposit with a member institution;

(a.12) assume liabilities of a member institution;

(a.2) enter into an agreement with the government of a province, or an agent of the government of a province, respecting any matter relating to the insurance of deposits with provincial institutions in that province;

(b) make any investment and enter into any transaction necessary or desirable for the financial management of the Corporation;

(c) act as liquidator, receiver or inspector of a member institution or a subsidiary thereof, when duly appointed as such and appoint qualified and competent persons, whether employees of the Corporation or not, to carry out any or all of the functions of the Corporation under the appointment of the Corporation;

(d) assume the costs of a winding-up of a member institution when the Corporation is appointed to act as a liquidator in the winding-up, or assume the costs of the receiver when the Corporation is appointed to act as such;

(e) guarantee the payment of the fees of, and the costs incurred by any person as, the liquidator or receiver of a member institution when that person is appointed as such;

(f) acquire assets and assume liabilities of a member institution from its liquidator or receiver;

(f.1) acquire, by way of security or otherwise, shares and subordinated debt of a member institution and to hold and dispose of those shares and subordinated debt;

(g) make an advance for the purpose of paying a claim, against a member institution for which the Corporation is acting as receiver or liquidator, in respect of any insured deposit and of becoming subrogated as an unsecured creditor for the amount of the advance;

Pouvoirs de la Société

10 (1) La Société peut exercer les pouvoirs utiles à la réalisation de sa mission; elle peut notamment :

a) acquérir des éléments d’actif d’une institution membre;

a.1) contre la fourniture d’une sûreté ou non, octroyer des prêts ou des avances à une institution membre ou garantir des prêts ou des avances consentis à celle-ci;

a.11) verser un dépôt à une institution membre ou garantir un dépôt qui y a été effectué;

a.12) prendre en charge des éléments du passif d’une institution membre;

a.2) conclure un accord avec le gouvernement d’une province ou avec le mandataire d’un tel gouvernement sur les questions se rapportant à l’assurance des dépôts faits auprès des institutions provinciales dans la province en question;

b) faire les investissements et les transactions nécessaires ou souhaitables pour la gestion financière de la Société;

c) exercer, lorsqu’elles lui sont confiées, les attributions de liquidateur, séquestre ou inspecteur d’une institution membre ou d’une filiale d’une telle institution et déléguer, dans ce cadre, tout ou partie de ces attributions à des personnes qualifiées et compétentes, qu’elles fassent ou non partie de son personnel;

d) lorsqu’elle est nommée liquidateur ou séquestre, prendre en charge les frais de liquidation ou de séquestre, selon le cas;

e) garantir le paiement des honoraires et des frais du liquidateur ou du séquestre d’une institution membre;

f) acquérir des éléments d’actif d’une institution membre auprès de son liquidateur ou séquestre et prendre en charge des éléments du passif de cette institution détenus par son liquidateur ou séquestre;

f.1) acquérir, notamment à titre de sûreté, les actions et les dettes subordonnées d’une institution membre, les détenir et les aliéner;

g) consentir une avance en vue du règlement d’une créance relative à un dépôt assuré contre une institution membre pour laquelle la Société agit en qualité de liquidateur ou séquestre et être subrogée à titre de créancier non garanti pour le montant de l’avance;

 

 

Current to February 11, 2020

   9    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Section 10

  

Article 10

  

 

 

(h) make or cause to be made such inspections of a member institution as may be authorized under this Act or a policy of deposit insurance;

(i) acquire, hold and alienate real and personal property;

(i.1) settle or compromise any claim by or against the Corporation; and

(j) do all such other things as may be necessary for the exercising of any power of the Corporation.

h) procéder ou faire procéder auprès d’une institution membre aux examens qui sont autorisés en vertu de la présente loi ou de la police d’assurance-dépôts applicable;

i) acquérir, détenir et aliéner des biens meubles ou immeubles;

i.1) transiger sur toutes réclamations mettant en cause la Société ou les régler;

j) prendre toutes les autres mesures qui sont nécessaires à l’exercice de ses pouvoirs.

 

 

Subsidiary corporations

(2) For the purposes of facilitating the acquisition, management or disposal of real property or other assets of a member institution that the Corporation may acquire as the result of its operations, the Corporation may, when authorized by order of the Governor in Council,

(a) procure the incorporation of a corporation, all the shares of which, on incorporation, would be held by, on behalf of or in trust for the Corporation; or

(b) acquire all of the shares of a corporation that, on acquisition, would be held by, on behalf of or in trust for the Corporation.

Filiales

(2) Afin de favoriser l’acquisition, la gestion ou l’usage des immeubles et autres éléments d’actif d’une institution membre qu’elle acquiert dans le cours de ses activités, la Société peut, si elle y est autorisée par le gouverneur en conseil :

a) faire constituer une personne morale dont l’ensemble des actions seront, au moment de la constitution, détenues par elle-même ou en son nom, ou par une fiducie à son bénéfice;

b) acquérir l’ensemble des actions d’une personne morale, lesquelles seront, lors de l’acquisition, détenues par elle-même ou en son nom ou par une fiducie à son bénéfice.

 

 

Subsidiary not an agent

(3) A corporation described in paragraph (2)(a) or (b) is deemed not to be an agent of the Corporation or of Her Majesty in right of Canada.

Assets and liabilities

(3.1) A corporation described in paragraph (2)(a) or (b) may acquire assets and assume liabilities of a member institution from that institution or from its liquidator or receiver.

 

Conditions applicable to the exercise of certain powers

(4) The Corporation shall, in exercising its powers under paragraph (1)(b), comply with such directions of general application as the Minister may, in writing, give to the Corporation.

R.S., 1985, c. C-3, s. 10; R.S., 1985, c. 18 (3rd Supp.), s. 50; 1992, c. 26, s. 3; 1996, c. 6, s. 23; 2001, c. 9, s. 206; 2016, c. 7, s. 127; 2018, c. 27, s. 157.

 

 

Filiale n’est pas mandataire

(3) La personne morale visée aux alinéas (2)a) et b) n’est pas mandataire de la Société ni de Sa Majesté du chef du Canada.

Éléments d’actif et du passif

(3.1) La personne morale visée aux alinéas (2)a) et b) peut acquérir des éléments d’actif d’une institution membre auprès de celle-ci ou auprès de son liquidateur ou séquestre et elle peut prendre en charge des éléments du passif de l’institution membre détenus par celle-ci ou par son liquidateur ou séquestre.

Conditions d’exercice

(4) La Société doit, dans l’exercice des pouvoirs prévus à l’alinéa (1)b), se conformer aux instructions écrites d’application générale données par le ministre.

L.R. (1985), ch. C-3, art. 10; L.R. (1985), ch. 18 (3e suppl.), art. 50; 1992, ch. 26, art. 3; 1996, ch. 6, art. 23; 2001, ch. 9, art. 206; 2016, ch. 7, art. 127; 2018, ch. 27, art. 157.

 

 

Current to February 11, 2020

   10    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Sections 10.01-10.1

  

Articles 10.01-10.1

            

  

            

 

Exemption — shares of member institution

10.01 (1) To enable the Corporation to acquire, hold or dispose of shares under paragraph 10(1)(f.1), the Minister may, by order, exempt any person or share specified in the order from any of the following provisions:

(a) sections 47.03, 47.04, 47.06, 47.09, 47.11, 47.15, 47.17, 47.18 and 60.1, subsection 79.2(1) and sections 372, 373, 374, 375, 376, 376.1, 376.2, 377, 377.1, 377.2 379, 382.1, 385, 401.11, 401.2 and 401.3 of the Bank Act;

(b) sections 407, 407.01, 407.02, 407.03, 407.1, 407.2, 408, 411, 428 and 430 of the Insurance Companies Act; and

(c) sections 375, 375.1, 376, 379, 396 and 399 of the Trust and Loan Companies Act.

Exemption — actions d’une institution membre

10.01 (1) Afin que la Société puisse, en vertu de l’alinéa 10(1)f.1), acquérir, détenir et aliéner des actions d’une institution membre, le ministre peut, par arrêté, exempter de l’application de toute disposition ci-après toute personne ou action que l’arrêté précise :

a) les articles 47.03, 47.04, 47.06, 47.09, 47.11, 47.15, 47.17, 47.18 et 60.1, le paragraphe 79.2(1) et les articles 372, 373, 374, 375, 376, 376.1, 376.2, 377, 377.1, 377.2, 379, 382.1, 385, 401.11, 401.2 et 401.3 de la Loi sur les banques;

b) les articles 407, 407.01, 407.02, 407.03, 407.1, 407.2, 408, 411, 428 et 430 de la Loi sur les sociétés d’assurances;

c) les articles 375, 375.1, 376, 379, 396 et 399 de la Loi sur les sociétés de fiducie et de prêt.

 

 

 

Conditions

(2) The exemption may be subject to conditions.

Duration of exemption

(3) The exemption ceases to have effect five years after the day on which it comes into force.

Extension

(4) The Minister may, by order, extend the duration of the exemption if general market conditions so warrant.

Conditions

(2) L’exemption peut être assortie de conditions.

Durée de validité

(3) Elle cesse d’avoir effet cinq ans après son entrée en vigueur.

Prorogation

(4) Le ministre peut, par arrêté, proroger la durée de l’exemption si les conditions générales du marché le justifient.

 

 

Statutory Instruments Act

(5) The Statutory Instruments Act does not apply to an order made under this section.

2009, c. 2, s. 235; 2010, c. 12, s. 2097.

Loans to Corporation

10.1 (1) At the request of the Corporation, the Minister may, out of the Consolidated Revenue Fund, lend money to the Corporation on such terms and conditions as the Minister may establish.

Other borrowing

(2) The Corporation may borrow money otherwise than under subsection (1) and may borrow by any means, including the issuance and sale of bonds, debentures, notes or any other evidence of indebtedness.

Total indebtedness

(3) The total principal indebtedness outstanding at any time in respect of borrowings by the Corporation under

Non-application de la Loi sur les textes réglementaires

(5) La Loi sur les textes réglementaires ne s’applique pas aux arrêtés pris en vertu du présent article.

2009, ch. 2, art. 235; 2010, ch. 12, art. 2097.

Prêt consenti à la Société

10.1 (1) À la demande de la Société, le ministre peut lui consentir, aux conditions qu’il fixe, des prêts sur le Trésor.

Pouvoir d’emprunter

(2) Elle peut contracter des emprunts par tout moyen, entre autres par l’émission et la vente de ses titres de créances — obligations, débentures, billets ou tout autre document attestant l’existence d’une créance.

Plafond

(3) Le passif réel de la Société résultant des prêts qui lui ont été consentis sous le régime des paragraphes (1) et

 

 

Current to February 11, 2020

   11    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Section 10.1

  

Article 10.1

            

  

            

 

subsections (1) and (2), excluding the borrowings under paragraph 60.2(2)(c) of the Financial Administration Act, shall not exceed

(a) $15,000,000,000 or, if it is greater, the amount determined in accordance with subsections (3.1) to (3.5); or

(b) such greater amount as may be authorized for the purposes of this subsection by Parliament under an appropriation Act.

 

(2) — à l’exclusion des prêts qui lui ont été consentis sous le régime de l’alinéa 60.2(2)c) de la Loi sur la gestion des finances publiques — ne peut, pour le principal, dépasser 15 000 000 000 $ ou la somme supérieure calculée en application des paragraphes (3.1) à (3.5), cette somme pouvant toutefois être augmentée par une loi de crédits.

 

Increase

(3.1) Subject to subsections (3.3) and (3.4), the amount that the total principal indebtedness outstanding at any time in respect of borrowings under subsections (1) and (2) shall not exceed is increased each year to the amount determined by the formula

A + (A × B)

where

 

A

is $15,000,000,000; and

 

B

is the rate determined by the formula set out in subsection (3.2).

Rate

(3.2) The rate referred to in the description of B in subsection (3.1) is determined by the formula

(C – D) / D

where

 

C

is the total amount of deposits insured by the Corporation on April 30 of the current year; and

 

D

is the total amount of deposits insured by the Corporation on April 30, 2008.

Rounding

(3.3) The amount determined under subsection (3.1) shall be rounded to the nearest billion dollars or, if the amount is equidistant from two consecutive multiples of one billion dollars, it shall be rounded to the higher of those two multiples.

No change

(3.4) The amount that the total principal indebtedness outstanding at any time in respect of borrowings under subsections (1) and (2) shall not exceed does not change if the amount determined under subsection (3.1) for the current year is less than the amount published under subsection (3.6) for the previous year.

Augmentation

(3.1) Sous réserve des paragraphes (3.3) et (3.4), le montant maximal du passif réel de la Société résultant du principal des prêts qui lui ont été consentis sous le régime des paragraphes (1) et (2) augmente chaque année pour atteindre le résultat du calcul suivant :

A + (A × B)

où :

 

A

représente un montant de 15 000 000 000 $;

 

B

le taux calculé selon le paragraphe (3.2).

Taux

(3.2) Le taux est calculé selon la formule suivante :

(C – D) / D

où :

 

C

représente le montant total des dépôts assurés par la Société au 30 avril de l’année en cours;

 

D

le montant total des dépôts assurés par la Société au 30 avril 2008.

Arrondissement

(3.3) Le montant calculé selon le paragraphe (3.1) est arrondi au milliard le plus proche ou, s’il comporte un demi-milliard, au milliard supérieur.

Pas de modification

(3.4) Le montant maximal n’est pas modifié si le montant calculé selon le paragraphe (3.1) pour l’année en cours est inférieur à celui publié en application du paragraphe (3.6) pour l’année précédente.

 

 

Current to February 11, 2020

   12    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Sections 10.1-11

  

Articles 10.1-11

            

  

            

 

Date effective

(3.5) The new amount that the total principal indebtedness outstanding at any time in respect of borrowings under subsections (1) and (2) shall not exceed comes into effect on December 31 of the current year.

Publication

(3.6) The Corporation shall publish the new amount that the total principal indebtedness outstanding at any time in respect of borrowings under subsections (1) and (2) shall not exceed in its annual report following the day on which the new amount comes into effect.

Fees for borrowing

(4) The Minister may fix a fee to be paid by the Corporation to the Receiver General in respect of any borrowings by the Corporation and the Minister shall notify the Corporation in writing of any such fee.

1996, c. 6, s. 24; 1997, c. 15, s. 111(E); 2009, c. 2, s. 236; 2012, c. 5, s. 186; 2018, c. 27, s. 158.

Entrée en vigueur

(3.5) Le nouveau montant maximal entre en vigueur le 31 décembre de l’année en cours.

Publication

(3.6) La Société publie le nouveau montant maximal dans son rapport annuel suivant l’entrée en vigueur de celui-ci.

Droits

(4) Le ministre peut imposer à la Société des droits, payables au receveur général du Canada, pour les emprunts effectués. Il en avise la Société par écrit.

1996, ch. 6, art. 24; 1997, ch. 15, art. 111(A); 2009, ch. 2, art. 236; 2012, ch. 5, art. 186; 2018, ch. 27, art. 158.

 

 

Powers of directors

11 (1) The Board shall administer the affairs of the Corporation in all things and make, or cause to be made, for the Corporation any description of contract that the Corporation may by law enter into.

By-laws

(2) The Board may make by-laws,

(a) for the administration, management and control of the property and affairs of the Corporation;

(b) governing the functions, duties and remuneration of all officers, agents and employees of the Corporation;

(b.1) concerning conflicts of interest and post-employment matters relating to conflicts of interest in respect of directors, officers and employees of the Corporation;

(c) governing the appointment and activities of any special committees created for the purposes of the Corporation;

(d) governing the time and place for the holding of meetings of the directors, and the quorum and procedure in all things at those meetings;

(e) respecting the development, submission and maintenance of resolution plans by domestic systemically important banks, including specifying the contents of those plans;

Pouvoirs des administrateurs

11 (1) Le conseil administre la Société à toutes fins et est autorisé à passer ou faire passer les contrats que celleci a le droit de conclure.

Règlements administratifs

(2) Le conseil peut, par règlement administratif :

a) régir la gestion et le contrôle des biens et affaires de la Société;

b) définir les tâches et responsabilités des dirigeants, mandataires et employés de la Société, et fixer leur rémunération;

b.1) régir, en ce qui concerne les administrateurs, dirigeants et employés de la Société, la question des conflits d’intérêts pour la période de l’emploi et par la suite;

c) régir la nomination et les fonctions des comités spéciaux créés dans le cadre des activités de la Société;

d) fixer les dates, heures et lieux de ses réunions, ainsi que le quorum de celles-ci, et régir leur déroulement;

e) régir l’élaboration, la soumission et la tenue à jour de plans de règlement par les banques d’importance systémique nationale, notamment prévoir le contenu de ces plans;

f) régir les déclarations des institutions membres ou de quiconque sur ce qui constitue ou non un dépôt ou

 

 

Current to February 11, 2020

   13    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Section 11

  

Article 11

            

  

            

 

(f) respecting representations by member institutions and other persons with respect to

(i) what constitutes, or does not constitute, a deposit,

(ii) what constitutes, or does not constitute, a deposit that is insured by the Corporation, and

(iii) who is a member institution;

(f.1) for the purpose of facilitating the Corporation’s exercise of its functions either under section 14 or in the event that an order is made under subsection 39.13(1), respecting the information that the Corporation can require from member institutions with respect to their deposit liabilities and the time within and manner in which it is to be provided to the Corporation;

(f.2) respecting the capabilities that the Corporation can require member institutions to have to facilitate the Corporation’s exercise of its functions either under section 14 or in the event that an order is made under subsection 39.13(1), including the capability to

(i) identify their deposit liabilities, and

(ii) temporarily prevent withdrawals of deposit liabilities;

(g) prescribing anything that, by virtue of any provision of this Act, is to be prescribed by the by-laws;

(h) prescribing the form and manner in which payments under this Act are to be made by the Corporation; and

(i) governing the conduct in all other particulars of the affairs of the Corporation.

un dépôt qui est assuré par la Société et relativement à la qualité d’institution membre;

f.1) afin d’aider la Société à exercer ses attributions soit en vertu de l’article 14 soit advenant la prise d’un décret en vertu du paragraphe 39.13(1), régir les renseignements que celle-ci peut exiger des institutions membres relativement aux obligations sous forme de dépôts qu’elles détiennent et prévoir les modalités — de temps et autre — selon lesquelles elles doivent les lui fournir;

f.2) régir la capacité que la Société peut exiger des institutions membres afin de l’aider à exercer ses attributions soit en vertu de l’article 14 soit advenant la prise d’un décret en vertu du paragraphe 39.13(1), notamment la capacité :

(i) d’identifier les obligations sous forme de dépôts qu’elles détiennent,

(ii) d’empêcher temporairement le retrait de telles obligations;

g) prendre toute mesure de l’ordre des règlements administratifs prévue par la présente loi;

h) fixer les modalités relatives aux paiements à faire par la Société aux termes de la présente loi;

i) régir la conduite, à tous autres égards, des affaires de la Société.

 

 

Ministerial approval

(2.01) A by-law made under paragraph (2)(e) is not effective unless it has been approved in writing by the Minister.

Deposit liabilities

(2.1) For the purposes of paragraphs (2)(f.1) and (f.2), deposit liabilities include deposits referred to in paragraphs 12(a) to (c) and liabilities referred to in subsections 2(2), (5) and (6) of the schedule.

Subsection 5(1) of the Statutory Instruments Act

(2.2) If a by-law requires approval in writing by the Minister under this Act in order to be effective, then, for the purposes of subsection 5(1) of the Statutory Instruments

Agrément du ministre

(2.01) L’agrément écrit du ministre est un préalable à la prise d’effet du règlement administratif pris en vertu de l’alinéa (2)e).

Sens de obligations sous forme de dépôts

(2.1) Pour l’application des alinéas (2)f.1) et f.2), obligations sous forme de dépôts s’entend notamment des dépôts visés aux alinéas 12a) à c) et des obligations visées aux paragraphes 2(2), (5) et (6) de l’annexe.

Paragraphe 5(1) de la Loi sur les textes réglementaires

(2.2) Lorsqu’en vertu de la présente loi l’agrément écrit du ministre est un préalable à la prise d’effet d’un règlement administratif, celui-ci est réputé avoir été pris,

 

 

Current to February 11, 2020

   14    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Sections 11-11.2

  

Articles 11-11.2

            

  

            

 

Act, the by-law is deemed to be made on the day on which the Corporation receives that approval.

pour l’application du paragraphe 5(1) de la Loi sur les textes réglementaires, le jour où la Société obtient cet agrément.

 

 

Inspection powers

(3) In carrying out any inspection authorized by this Act or by a policy of deposit insurance, the directors of the Corporation have all the powers conferred on commissioners appointed under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and the directors may delegate those powers as occasion requires.

R.S., 1985, c. C-3, s. 11; R.S., 1985, c. 18 (2nd Supp.), s. 2, c. 18 (3rd Supp.), s. 51; 1992, c. 26, s. 4; 2005, c. 30, s. 100; 2010, c. 12, ss. 1886, 1887; 2012, c. 5, s. 187; 2017, c. 20, s. 109.

Pouvoirs d’inspection

(3) Dans le cadre des inspections qu’autorisent la présente loi ou les polices d’assurance-dépôts, les administrateurs de la Société sont investis, pour recueillir des dépositions sous serment, des pouvoirs conférés aux commissaires nommés en vertu de la partie II de la Loi sur les enquêtes; ils peuvent déléguer ces pouvoirs en tant que de besoin.

L.R. (1985), ch. C-3, art. 11; L.R. (1985), ch. 18 (2e suppl.), art. 2, ch. 18 (3e suppl.), art. 51; 1992, ch. 26, art. 4; 2005, ch. 30, art. 100; 2010, ch. 12, art. 1886 et 1887; 2012, ch. 5, art. 187; 2017, ch. 20, art. 109.

 

 

Minister’s direction

11.1 (1) The Minister may, after consultation with the Board, the Governor of the Bank of Canada and the Superintendent, give a written direction to the Corporation if the Minister is of the opinion that not giving the direction might have an adverse effect on the stability of the financial system in Canada or public confidence in that stability.

Instructions du ministre

11.1 (1) Après avoir consulté le conseil, le gouverneur de la Banque du Canada et le surintendant, le ministre peut donner des instructions écrites à la Société, s’il est d’avis que l’absence d’instructions pourrait être préjudiciable à la stabilité du système financier au Canada ou à la confiance du public en cette stabilité.

 

 

Compliance without regard to minimizing loss

(2) The Corporation shall comply with the direction without regard to the requirement referred to in paragraph 7(c) that it pursue its objects in a manner that will minimize its exposure to loss.

Pertes pour la Société

(2) La Société se conforme aux instructions sans égard à l’exigence, prévue à l’alinéa 7c), d’accomplir sa mission de manière à minimiser les possibilités de perte pour elle-même.

 

 

Implementation

(3) The Corporation’s directors shall ensure that the direction is implemented in a prompt and efficient manner and, if in so doing they act in accordance with section 115 of the Financial Administration Act, they are not accountable for any consequences arising from the implementation of the direction.

Mise en œuvre

(3) Les administrateurs de la Société veillent à la mise en œuvre rapide et efficace des instructions, mais ils ne peuvent être tenus pour responsables des conséquences en découlant si, ce faisant, ils observent l’article 115 de la Loi sur la gestion des finances publiques.

 

 

Notification of implementation

(4) After implementing the direction, the Corporation shall notify the Minister without delay that the direction has been implemented.

Avis de mise en œuvre

(4) La Société avise sans délai le ministre que les instructions ont été mises en œuvre.

 

 

Best interests

(5) The Corporation’s compliance with a direction is deemed to be in its best interests.

2009, c. 2, s. 237.

Intérêts de la Société

(5) La Société est présumée agir au mieux de ses intérêts lorsqu’elle se conforme aux instructions.

2009, ch. 2, art. 237.

 

 

Statutory Instruments Act

11.2 (1) The Statutory Instruments Act does not apply to a direction given under subsection 11.1(1).

Non-application de la Loi sur les textes réglementaires

11.2 (1) La Loi sur les textes réglementaires ne s’applique pas aux instructions données en vertu du paragraphe 11.1(1).

 

 

Current to February 11, 2020

   15    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Objects, Powers and Duties

  

Mission et pouvoirs

Sections 11.2-12.1

  

Articles 11.2-12.1

            

  

            

 

Publication

(2) The Minister shall cause a notice to be published in the Canada Gazette that a direction was given under subsection 11.1(1) as soon as the Minister is of the opinion that the publication of the notice will not have an adverse effect on the stability of the financial system in Canada or public confidence in that stability.

2009, c. 2, s. 237.

Publication

(2) Le ministre fait publier un avis dans la Gazette du Canada portant que les instructions ont été données dès qu’il estime que la publication ne sera préjudiciable ni à la stabilité du système financier au Canada ni à la confiance du public en cette stabilité.

2009, ch. 2, art. 237.

 

 

Recovery of loss

11.3 After the publication of a notice in the Canada Gazette that a direction was given under subsection 11.1(1), the Corporation shall, in accordance with its bylaws, collect a special premium from member institutions or any class of member institutions in order to recover the loss that the Corporation determines it incurred as a result of complying with the direction.

2009, c. 2, s. 237.

Recouvrement des pertes

11.3 Après la publication de l’avis dans la Gazette du Canada, la Société perçoit, conformément aux règlements administratifs, auprès d’institutions membres ou de toute catégorie d’institutions membres, une prime spéciale afin de recouvrer les pertes qu’elle a, selon ses calculs, subies parce qu’elle s’est conformée aux instructions.

2009, ch. 2, art. 237.

 

 

Deposit Insurance

Duty to insure

12 The Corporation shall insure each deposit with a member institution except

(a) a deposit that is not payable in Canada or in Canadian currency;

(b) a deposit in respect of which Her Majesty in right of Canada would be a preferred claimant; and

(c) so much of any one deposit as exceeds one hundred thousand dollars.

R.S., 1985, c. C-3, s. 12; 2005, c. 30, s. 101.

Assurance-dépôts

Dépôts assurables

12 La Société assure tous les dépôts faits à une institution membre, sauf :

a) les dépôts payables à l’étranger ou en devises étrangères;

b) les dépôts dont Sa Majesté du chef du Canada serait créancier privilégié;

c) la fraction d’un dépôt qui excède cent mille dollars.

L.R. (1985), ch. C-3, art. 12; 2005, ch. 30, art. 101.

 

 

Definitions

12.1 (1) The following definitions apply in this section.

continuation day, in respect of a local cooperative credit society continued as a federal credit union, means the day set out in the federal credit union’s letters patent continuing the local cooperative credit society as a federal credit union. (date de prorogation)

pre-existing deposit means a deposit that was made with a local cooperative credit society before it is continued as a federal credit union and that remains outstanding on the continuation day. (dépôt préexistant)

transition period, in respect of a pre-existing deposit, means

Définitions

12.1 (1) Les définitions qui suivent s’appliquent au présent article.

date de prorogation Date indiquée dans les lettres patentes prorogeant une société coopérative de crédit locale comme coopérative de crédit fédérale. (continuation day)

dépôt préexistant Dépôt fait à une société coopérative de crédit locale avant sa prorogation comme coopérative de crédit fédérale et qui affiche un solde positif à la date de prorogation. (pre-existing deposit)

période transitoire Dans le cas d’un dépôt préexistant à terme fixe, la période entre la date de prorogation et la fin du terme, et dans le cas de tout autre dépôt préexistant, la période de 180 jours suivant la date de prorogation. (transition period)

 

 

Current to February 11, 2020

   16    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 12.1-13

  

Articles 12.1-13

            

  

            

 

(a) in the case of a pre-existing deposit that is to be repaid on a fixed day, the period that begins on the continuation day and ends on that fixed day; and

(b) in the case of any other pre-existing deposit, the period that begins on the continuation day and ends on the day that is 180 days after the continuation day. (période transitoire)

 

 

Duty to insure certain pre-existing deposits

(2) Despite paragraph 12(c) and subsection 3(1.1) of the schedule, but subject to the other provisions of this Act, if a pre-existing deposit is held by a federal credit union that is a member institution and all or a portion of the pre-existing deposit would have been guaranteed or insured under the law of a province if the local cooperative credit society had not been continued as a federal credit union, the Corporation shall insure the pre-existing deposit during the transition period up to the amount that would have been guaranteed or insured under the law of that province.

Obligation d’assurer certains dépôts préexistants

(2) Malgré l’alinéa 12c) et le paragraphe 3(1.1) de l’annexe, mais sous réserve des autres dispositions de la présente loi, lorsque, en vertu d’une loi provinciale, des dépôts préexistants auraient fait, en tout ou en partie, l’objet d’une garantie ou auraient été assurés s’il n’y avait pas eu prorogation de la société coopérative de crédit locale en coopérative de crédit fédérale, la Société assure ces dépôts jusqu’à concurrence du montant assuré par la loi provinciale visée, pendant la période transitoire, s’ils sont détenus par une coopérative de crédit fédérale qui est une institution membre.

 

 

Duty to insure certain pre-existing deposits repayable on a fixed day

(3) Despite paragraph 2(2)(a) of the schedule, the Corporation shall insure a pre-existing deposit during the transition period if the deposit is held by a federal credit union that is a member institution and

(a) is repayable on a fixed day that is more than five years after the deposit was made with the local cooperative credit society that was continued as a federal credit union; and

(b) would have been guaranteed or insured under the law of a province if the local cooperative credit society had not been continued as a federal credit union.

Obligation d’assurer certains dépôts préexistants à terme fixe

(3) Malgré l’alinéa 2(2)a) de l’annexe, les dépôts préexistants ayant un terme de plus de cinq ans avec la société coopérative de crédit locale prorogée comme coopérative de crédit fédérale qui, en vertu d’une loi provinciale, auraient fait l’objet d’une garantie ou auraient été assurés s’il n’y avait pas eu prorogation de la société coopérative de crédit locale en coopérative de crédit fédérale, sont assurés par la Société pendant la période transitoire, s’il sont détenus par une coopérative de crédit fédérale qui est une institution membre.

 

 

Deemed separate deposit

(4) During the transition period, a pre-existing deposit, less any withdrawals from the pre-existing deposit, is deemed, for the purposes of deposit insurance with the Corporation, to be a deposit separate from any deposit made on or after the continuation day.

Dépôt réputé distinct

(4) Pendant la période de transition, un dépôt préexistant, déduction faite des retraits, est réputé être un dépôt distinct de tout autre dépôt effectué à compter de la date de prorogation en ce qui concerne l’assurance-dépôts auprès de la Société.

 

 

Deemed withdrawal from pre-existing deposit

(5) During the transition period, any withdrawal — up to the amount of the pre-existing deposit — is deemed, for the purposes of deposit insurance with the Corporation, to be withdrawn from the pre-existing deposit.

2010, c. 12, s. 2098; 2018, c. 27, s. 159.

Retraits réputés du dépôt pré-existant

(5) Pendant la période transitoire, toute somme retirée est, en ce qui concerne l’assurance-dépôts auprès de la Société, réputée l’être du dépôt préexistant et ce, jusqu’à concurrence du solde du dépôt préexistant.

2010, ch. 12, art. 2098; 2018, ch. 27, art. 159.

 

 

Deposits with amalgamating institutions

 

13 (1) When a person has deposits with two or more member institutions that amalgamate and continue in

 

Cas de fusion

 

13 (1) En cas de fusion d’institutions membres, les dépôts qu’une même personne détenait au moment de la

 

Current to February 11, 2020

   17    À jour au 11 février 2020

Last amended on May 10, 2019

     

Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Section 13

  

Article 13

            

  

            

 

operation as one member institution, in this section referred to as the “amalgamated institution”, a deposit of that person with an amalgamating institution on the day on which the amalgamated institution is formed, less any withdrawals from the deposit, shall, for the purposes of deposit insurance with the Corporation, be deemed to be and continue to be separate from any deposit of that person on that day with the other amalgamating institution or institutions that become part of the amalgamated institution for a period of two years or, in the case of a term deposit with a remaining term exceeding two years, to the maturity of the term deposit.

fusion dans deux ou plusieurs des parties à la fusion, déduction faite des retraits, continuent d’être réputés des dépôts distincts dans le cadre de l’assurance-dépôts, et ce pour une période de deux ans ou, s’il s’agit d’un dépôt à terme dont le terme à courir dépasse deux ans, jusqu’à son exigibilité.

 

 

Deposits with amalgamated institution

(2) A deposit made by a person referred to in subsection (1) with an amalgamated institution after the day on which the amalgamated institution is formed shall be insured by the Corporation only to the extent that the aggregate of that person’s deposits with the amalgamated institution, exclusive of the deposit in respect of which the calculation is made, is less than one hundred thousand dollars.

 

Dépôts postérieurs à la fusion

(2) Tout dépôt effectué par la personne visée au paragraphe (1) dans l’institution née de la fusion, après la date de celle-ci, n’est assuré par la Société que dans la mesure où le total de ses dépôts dans cette institution, compte non tenu du dépôt qui fait l’objet du calcul, est inférieur à cent mille dollars.

 

Exception

(2.1) A deposit that is insured under subsection 12.1(2) is not to be taken into account when calculating the aggregate of a person’s deposits under subsection (2).

 

Exception

(2.1) Il n’est pas tenu compte des dépôts mentionnés au paragraphe 12.1(2), lorsqu’on détermine le total des dépôts visé au paragraphe (2).

 

 

Where assets acquired

(3) For the purpose of deposit insurance with the Corporation, if a member institution assumes deposit liabilities of another member institution, those member institutions are deemed to be amalgamating institutions and subsections (1) to (2.1) apply if a person has deposits with both institutions.

 

Acquisition de l’actif

(3) Les paragraphes (1) à (2.1) s’appliquent en outre aux cas où une institution membre prend en charge les dépôts d’une autre institution membre, ces institutions étant, à cette fin, réputées être parties à une fusion.

 

 

Deemed deposits

(4) Where a member institution assumes deposit liabilities of another member institution, the deposits in respect of those liabilities are, for the purposes of sections 21, 23 and 25.1, deemed to be deposited with the member institution that assumes them as of the day on which they are assumed.

Deemed withdrawal from deposit

(5) During the period referred to in subsection (1), any withdrawal by a person — up to the total amount, on the day on which the amalgamated institution is formed, of that person’s deposits with the two or more member institutions that amalgamate — shall, for the purposes of deposit insurance with the Corporation, be deemed to be withdrawn from those deposits.

R.S., 1985, c. C-3, s. 13; 1992, c. 26, s. 5; 1996, c. 6, s. 25; 2005, c. 30, s. 102; 2010, c. 12, s. 2099; 2018, c. 27, s. 160.

Dépôts

(4) Les dépôts ainsi pris en charge sont, pour l’application des articles 21, 23 et 25.1 réputés être les dépôts de l’institution membre à partir de la date où elle en prend charge.

 

Retraits des dépôts

(5) Pendant la période mentionnée au paragraphe (1), toute somme retirée est, dans le cadre de l’assurance-dépôts, réputée l’être des dépôts que la personne détenait au moment de la fusion dans deux ou plusieurs des parties à la fusion, et ce jusqu’à concurrence du solde de ces dépôts.

L.R. (1985), ch. C-3, art. 13; 1992, ch. 26, art. 5; 1996, ch. 6, art. 25; 2005, ch. 30, art. 102; 2010, ch. 12, art. 2099; 2018, ch. 27, art. 160.

 

 

Current to February 11, 2020

   18    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Section 14

  

Article 14

            

  

            

 

Obligation regarding insured amount

14 (1) As soon as possible after the Corporation is obliged to make payment in respect of a deposit insured by deposit insurance, it shall make available to the person that in its opinion appears to be entitled to be paid in respect of the deposit an amount of money equal to so much of the person’s deposit as is insured by the Corporation.

Obligation concernant la partie assurée du dépôt

14 (1) Dès que possible après la naissance de son obligation de faire un paiement relatif à un dépôt couvert par l’assurance-dépôts, la Société paie à la personne qui, selon elle, y a droit une somme égale à la partie assurée du dépôt.

 

 

How amount to be made available

(1.1) The amount is to be made available by making a monetary payment to the person or a deposit to the credit of the person at another member institution, whether or not the person has an account at that institution. The Corporation may make the amount available in more than one instalment if, in its opinion, it is appropriate to do so.

Mode de paiement

(1.1) La Société s’acquitte de son obligation soit sous forme de paiement monétaire fait à la personne, soit sous forme de dépôt effectué à une autre institution membre et porté au crédit de la personne, que celle-ci ait ou non un compte dans cette institution. Si elle l’estime approprié, elle peut s’acquitter de son obligation en plusieurs versements.

 

 

Obligatory payment

(2) The Corporation shall, in the manner described in subsection (1.1), make payment in respect of any deposit insured by deposit insurance if a winding-up order has been made in respect of the member institution that holds the deposit.

Paiement obligatoire

(2) Elle est tenue d’effectuer, conformément au paragraphe (1.1), les paiements relatifs aux dépôts couverts par l’assurance-dépôts dans les cas où l’institution membre qui détient le dépôt a fait l’objet d’une ordonnance de liquidation.

 

 

Discretionary payment

(2.1) The Corporation may, in the manner described in subsection (1.1), make payment in respect of any deposit insured by deposit insurance if

(a) the member institution that holds the deposit is unable, by reason of an order of a court or of any action taken by a supervisory or regulatory body, to make any payment in respect of the deposit;

(b) the policy of deposit insurance of the member institution that holds the deposit is terminated or cancelled; or

(c) an order is made in respect of the federal member institution under subsection 39.13(1).

Paiement discrétionnaire

(2.1) La Société peut, conformément au paragraphe (1.1), effectuer des paiements relatifs aux dépôts couverts par l’assurance-dépôts dans les cas suivants :

a) l’institution membre qui détient le dépôt est sous le coup d’une ordonnance d’un tribunal ou d’une mesure d’un organisme de contrôle ou de réglementation l’empêchant d’effectuer un paiement au titre du dépôt;

b) la police d’assurance-dépôts de l’institution membre qui détient le dépôt est résiliée ou annulée;

c) l’institution fédérale membre est visée par le décret pris en application du paragraphe 39.13(1).

 

 

(2.2) [Repealed, 1996, c. 6, s. 26]

How interest on deposit to be calculated

(2.3) For the purpose of calculating the payment of the Corporation in respect of any deposit insured by deposit insurance where a winding-up order has been made in respect of the member institution that holds the deposit, the interest accruing and payable in relation to the deposit shall be included only to the date of the commencement of the winding-up.

(2.2) [Abrogé, 1996, ch. 6, art. 26]

Calcul des intérêts sur les dépôts

(2.3) Dans le calcul du paiement de la Société à l’égard d’un dépôt couvert par l’assurance-dépôts dans les cas où l’institution membre qui détient celui-ci a fait l’objet d’une ordonnance de liquidation, ne sont pris en compte que les intérêts courus et payables à la date du commencement de la liquidation.

 

 

Current to February 11, 2020

   19    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Section 14

  

Article 14

            

  

            

 

Corporation may pay interest

(2.4) Where the Corporation makes a payment pursuant to subsection (2), the Corporation may pay, in addition to the amount the Corporation is obliged to pay, interest on that amount at a rate determined in accordance with rules prescribed by the by-laws for the period commencing on the date of the commencement of the winding-up in respect of the member institution that holds the deposit and ending on the date of the making of the payment in respect of the deposit, but the aggregate of the payments made under this subsection and subsection (2) in relation to the deposit shall in no case exceed one hundred thousand dollars.

Paiement d’intérêts discrétionnaire

(2.4) Dans les cas où elle effectue un paiement conformément au paragraphe (2), la Société peut, en sus de toute autre somme qu’elle est tenue de payer, verser, pour la période commençant à la date du commencement de la liquidation et se terminant à la date du paiement, des intérêts à un taux fixé conformément à des règles prévues par les règlements administratifs; le total des paiements effectués conformément au présent paragraphe et au paragraphe (2) à l’égard du dépôt en question ne peut toutefois dépasser cent mille dollars.

 

 

How interest and deposit to be calculated

(2.5) For the purpose of calculating the payment of the Corporation in respect of any deposit insured by deposit insurance where the Corporation makes a payment pursuant to subsection (2.1),

(a) subject to paragraph (b), the interest accruing and payable in relation to the deposit shall be included only to the date of the payment by the Corporation; or

(b) if a proceeding for the winding-up of the member institution that holds the deposit has been commenced before the date of the payment by the Corporation but a winding-up order has not yet been made, the interest accruing and payable in relation to the deposit shall be included only to the date of the commencement of the winding-up.

Calcul du dépôt et des intérêts

(2.5) Dans le calcul du paiement de la Société à l’égard d’un dépôt couvert par l’assurance-dépôts dans les cas où ce paiement s’effectue conformément au paragraphe (2.1), ne sont pris en compte :

a) sous réserve de l’alinéa b), que les intérêts courus et payables à la date du paiement;

b) si, avant la date de ce paiement, des procédures de mise en liquidation de l’institution membre qui détient les dépôts ont commencé, mais qu’aucune ordonnance n’a été rendue, que les intérêts courus et payables à la date du commencement de la liquidation.

 

 

Interest on index-linked deposits

(2.51) The interest referred to in subsection (2.3) or (2.5) in relation to a deposit held by a member institution shall be determined in accordance with rules prescribed by the by-laws if a payment to be made by the member institution in respect of the deposit is to be determined, in whole or in part, by reference in any way to

(a) the market price of a security, commodity or financial instrument;

(b) the exchange rate between any two currencies;

(c) a reference rate determined by reference to any one or more of those prices or rates; or

(d) any other kind of variable index or reference point that may be described in rules prescribed by the bylaws.

Intérêts payables sur les dépôts

(2.51) Les intérêts visés aux paragraphes (2.3) et (2.5) sont déterminés, le cas échéant, en conformité avec les règles prévues par les règlements administratifs lorsque l’obligation de l’institution membre est fonction, en tout ou en partie, soit de la valeur marchande d’une valeur mobilière, d’une denrée ou d’un instrument financier, soit du taux de change applicable entre deux devises, soit d’un taux établi en fonction de cette valeur ou de ce taux de change, soit d’un indice ou d’une valeur de référence prévus par ces règles.

 

 

Current to February 11, 2020

   20    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Section 14

  

Article 14

            

  

            

 

Exception

(2.6) Where a winding-up order is made in respect of a member institution, subsection (2) does not apply to any deposit in respect of which payment was made pursuant to subsection (2.1).

Exception

(2.6) Dans les cas où une ordonnance de liquidation est rendue à l’égard d’une institution membre, le paragraphe (2) ne s’applique pas aux dépôts à l’égard desquels un paiement a été effectué conformément au paragraphe (2.1).

 

 

Preparatory examination

(2.7) If the Corporation believes that it would be in the best interests of both the depositors with the member institution and the Corporation that preparations be made to make a payment under this Act in respect of a deposit held by a member institution, the Corporation may make or cause to be made by any person designated by the Corporation, an examination of the books, records and accounts of the member institution relating to its deposit liabilities. For the purposes of the examination, the Corporation and the person designated by it have a right of access to those books, records and accounts and are entitled to require the member institution’s directors, officers, auditors and any receiver or liquidator of the member institution to furnish any information and explanations regarding the deposits held by the member institution that the Corporation or person may require.

Examen préparatoire

(2.7) Si elle est d’avis qu’elle-même et les déposants auprès d’une institution membre auraient intérêt à ce que des préparatifs soient entrepris pour qu’un paiement prévu à la présente loi à l’égard d’un dépôt détenu par l’institution soit effectué, la Société peut soit faire elle-même, soit faire faire par une personne qu’elle désigne, un examen des livres, comptes et registres de l’institution en rapport avec les obligations de cette dernière sous forme de dépôts. Dans le cadre de cet examen, la Société et la personne qu’elle désigne ont droit d’accès à ces livres, comptes et registres et peuvent exiger tant des administrateurs, des dirigeants et des vérificateurs de l’institution que d’un séquestre ou d’un liquidateur de cette dernière qu’ils leur fournissent les renseignements et explications qu’elles jugent utiles à l’égard des dépôts détenus par cette institution.

 

 

Costs of examination

(2.8) The costs incurred by the Corporation in carrying out an examination in respect of a member institution under subsection (2.7) shall be paid by the member institution and may be recovered by the Corporation as a debt due and payable to the Corporation.

Frais

(2.8) Les dépenses engagées par la Société pour l’examen lui sont remboursées par l’institution membre concernée et peuvent être recouvrées comme une créance.

 

 

Date of computing liability

(2.9) For the purposes of calculating the payment to be made by the Corporation in respect of any deposit insured by deposit insurance, the amount of the deposit shall be determined, where the Corporation makes a payment pursuant to

(a) subsection (2), as of the date of the commencement of the winding-up;

(b) subsection (2.1) in the winding-up circumstances described in paragraph (2.5)(b), as of the date of the commencement of the winding-up; or

(c) subsection (2.1), otherwise than in the winding-up circumstances described in paragraph (2.5)(b), as of the date on which any of the circumstances described in subsection (2.1) first occurs in respect of the member institution concerned.

Calcul du montant

(2.9) Dans le calcul du paiement de la Société à l’égard d’un dépôt couvert par l’assurance-dépôts, le montant du dépôt pris en compte est :

a) si le paiement est fait en vertu du paragraphe (2), le montant à la date du commencement de la liquidation;

b) s’il est fait en vertu du paragraphe (2.1) dans les circonstances visées à l’alinéa (2.5)b), le montant à la date du commencement de la liquidation;

c) s’il est fait en vertu du paragraphe (2.1) dans des circonstances autres que celles visées à l’alinéa (2.5)b), le montant à la date où survient un des cas prévus à ce paragraphe à l’égard du dépôt détenu par l’institution membre.

 

 

Current to February 11, 2020

   21    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Section 14

  

Article 14

            

  

            

 

Posting requirement

(2.91) For the purposes of calculating the payment to be made by the Corporation in respect of any deposit insured by deposit insurance, the deposit, other than accrued interest, must be posted in the member institution’s records in accordance with the member institution’s regular transaction posting process as of the applicable date referred to in subsection (2.9).

 

Obligation de reporter le dépôt

(2.91) Dans le calcul du paiement de la Société à l’égard d’un dépôt couvert par l’assurance-dépôts, le dépôt — exception faite des intérêts afférents — doit être reporté dans les registres de l’institution membre conformément au processus habituel de report des opérations à la date applicable visée au paragraphe (2.9).

 

 

Discharge of liability

(3) Payment under this section by the Corporation in respect of any deposit insured by deposit insurance discharges the Corporation from all liability to the extent of the amount of the payment made in respect of that deposit, and in no case is the Corporation under any obligation to see to the proper application in any way of the payment so made.

Extinction de la responsabilité

(3) Tout paiement effectué par la Société en application du présent article pour un dépôt couvert par l’assurance-dépôts la dégage de toute responsabilité jusqu’à concurrence du montant de ce paiement; celle-ci n’est en aucun cas tenue de veiller à l’affectation du montant payé.

 

 

Subrogation

(4) Where the Corporation makes a payment under this section in respect of any deposit with a member institution, the Corporation is subrogated, to the extent of the amount of the payment made, to all the rights and interests of the depositor and may maintain an action in respect of those rights and interests in the name of the depositor or in the name of the Corporation.

Subrogation

(4) En effectuant un paiement en application du présent article, la Société est subrogée, jusqu’à concurrence du montant du paiement, dans les droits du déposant; elle peut, pour faire valoir ces droits, ester en justice sous son propre nom ou celui du déposant.

 

 

Subrogation — returned payment

(4.01) In the case of a returned payment, at the expiry of one year from the applicable date referred to in subsection (2.9), the Corporation is subrogated, to the extent of the amount of the returned payment, to all the rights and interests of the depositor and may maintain an action in respect of those rights and interests in the name of the depositor or in the name of the Corporation.

Subrogation : paiement retourné

(4.01) Dans les cas d’un paiement retourné, la Société est subrogée dans les droits du déposant, à compter d’un an après la date applicable visée au paragraphe (2.9), jusqu’à concurrence du montant du paiement retourné. Elle peut, pour faire valoir ces droits, ester en justice sous son propre nom ou celui du déposant.

 

 

Priority

(4.1) If the Corporation is subrogated to the rights and interests of a depositor under subsection (4) or (4.01) in respect of any deposit with a member institution that is being wound up, the Corporation ranks,

(a) to the extent that the payment was made under subsection (2) or (2.1), including in the case of a returned payment, equally with the depositor in respect of their deposit; and

(b) to the extent that the payment includes any interest paid under subsection (2.4), equally with the depositor in respect of interest accruing and payable on their deposit after the date of the making of the winding-up order.

Priorité

(4.1) Lorsque la Société est subrogée dans les droits du déposant en vertu des paragraphes (4) ou (4.01) à l’égard d’un dépôt détenu par une institution membre qui fait l’objet d’une liquidation, la Société prend rang :

a) également avec le déposant à l’égard de son dépôt, si le paiement a eu lieu conformément aux paragraphes (2) ou (2.1), notamment dans le cas d’un paiement retourné;

b) également avec le déposant à l’égard des intérêts courus et à payer en rapport avec son dépôt après la date à laquelle est rendue l’ordonnance de liquidation, si le paiement comprend des intérêts payés conformément au paragraphe (2.4).

 

 

Current to February 11, 2020

   22    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 14-14.01

  

Articles 14-14.01

            

  

            

 

No set-off or compensation

(4.2) Despite section 73 of the Winding-up and Restructuring Act, if the Corporation makes a payment under this section in respect of any deposit with a member institution, the law of set-off or compensation does not apply to a claim by the Corporation on the estate of the member institution in respect of that payment.

Aucune compensation

(4.2) Malgré l’article 73 de la Loi sur les liquidations et les restructurations, les règles de la compensation ne s’appliquent pas aux réclamations de la Société sur l’actif d’une institution membre mise en liquidation relatives à des paiements effectués par la Société en vertu du présent article à l’égard de dépôts détenus par cette institution membre.

 

 

Assignment

(5) Where the Corporation deems it advisable, it may withhold payment in respect of any deposit with a member institution until it has received an assignment in writing of all the rights and interests of the depositor in relation to the deposit.

Cession

(5) La Société peut, si elle le juge utile, exiger du déposant, avant de faire le paiement relatif au dépôt, la cession par écrit de tous les droits que celui-ci peut faire valoir relativement à ce dépôt.

 

 

Time limitation for claims

(6) No action may be taken against the Corporation in respect of the obligation of the Corporation to make a payment in relation to a deposit held by a member institution that is being wound up unless the action is commenced within ten years after the date of the commencement of the winding-up.

Délai de réclamation

(6) Se prescrivent par dix ans après le commencement de la liquidation les recours pour forcer la Société à effectuer le paiement relatif au dépôt d’une institution membre mise en liquidation.

 

 

Interpretation

(7) In this section, commencement of the winding-up means the time a winding-up is deemed to commence pursuant to section 5 of the Winding-up and Restructuring Act.

R.S., 1985, c. C-3, s. 14; R.S., 1985, c. 18 (3rd Supp.), s. 52; 1992, c. 26, s. 6; 1996, c. 6, s. 26; 1997, c. 15, s. 112; 2005, c. 30, s. 103; 2007, c. 6, s. 403; 2009, c. 2, s. 238; 2012, c. 5, s. 188; 2018, c. 27, s. 161.

Définition de commencement de la liquidation

(7) Pour l’application du présent article, le commencement de la liquidation s’entend au sens de l’article 5 de la Loi sur les liquidations et les restructurations.

L.R. (1985), ch. C-3, art. 14; L.R. (1985), ch. 18 (3e suppl.), art. 52; 1992, ch. 26, art. 6; 1996, ch. 6, art. 26; 1997, ch. 15, art. 112; 2005, ch. 30, art. 103; 2007, ch. 6, art. 403; 2009, ch. 2, art. 238; 2012, ch. 5, art. 188; 2018, ch. 27, art. 161.

 

 

Payment to the Bank of Canada

14.01 (1) The Corporation shall pay to the Bank of Canada an amount equal to a returned payment within three months after the expiry of a 10-year period from the applicable date referred to in subsection 14(2.9), and payment to the Bank of Canada accordingly discharges the Corporation from all liability in respect of the returned payment.

Versement à la Banque du Canada

14.01 (1) La Société verse à la Banque du Canada une somme égale au paiement retourné, au plus tard trois mois après l’expiration de la période de dix ans qui suit la date applicable visée au paragraphe 14(2.9), le versement libérant la Société de toute responsabilité à cet égard.

 

 

Notice

(2) The Corporation shall mail to each person to whom a returned payment remains payable, at the person’s address in so far as the address is known to the Corporation, a notice that the returned payment remains unpaid and that payment of an amount equal to the returned payment will be paid by the Corporation to the Bank of Canada. The notice must be sent at least six months before the date by which payment is to be made by the Corporation to the Bank of Canada and must also include the mailing address and websites where information can be obtained on how to claim the returned payment from the

Avis

(2) Dans la mesure où elle connaît leur adresse, la Société expédie par la poste aux personnes auxquelles le paiement retourné demeure à payer un avis précisant qu’une somme équivalente sera versée à la Banque du Canada; l’avis est envoyé au moins six mois avant le versement à la Banque du Canada et donne l’adresse postale et les sites Web où peuvent être obtenus des renseignements concernant la procédure de demande de paiement à la Société préalablement au versement à la Banque du Canada.

 

 

Current to February 11, 2020

   23    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 14.01-14.1

  

Articles 14.01-14.1

            

  

            

 

Corporation before payment is made by the Corporation to the Bank of Canada.

 

 

Provision of information

(3) The Corporation shall, on making a payment under subsection (1), provide to the Bank of Canada the amount of the returned payment and, in so far as it is known to the Corporation, any information that the Bank of Canada determines is necessary to verify the identity of the depositor who is entitled to the returned payment, including

(a) the depositor’s name;

(b) the depositor’s address;

(c) information relating to the depositor’s pieces of identification; and

(d) information relating to another person’s authority to act on behalf of the depositor.

Détails à fournir

(3) Lors du versement à la Banque du Canada, la Société est tenue de fournir à celle-ci le montant du paiement retourné et, dans la mesure où elle les connaît, les renseignements que la Banque du Canada estime nécessaires à l’identification du déposant y ayant droit, notamment :

a) le nom du déposant;

b) son adresse;

c) les renseignements concernant ses pièces d’identité;

d) ceux concernant l’habilitation en vertu de laquelle une autre personne peut agir en son nom.

 

 

Payment to claimant

(4) Subject to section 22 of the Bank of Canada Act, if payment has been made to the Bank of Canada under subsection (1) in respect of any returned payment, and if payment is demanded from the Bank of Canada by the person who, but for that subsection, would be entitled to receive the returned payment, the Bank of Canada is liable to pay an amount equal to the amount so paid to it to the claimant.

Paiement au réclamant

(4) Sous réserve de l’article 22 de la Loi sur la Banque du Canada, lorsqu’elle a reçu un versement au titre du paragraphe (1) en ce qui touche un paiement retourné et qu’un paiement lui est réclamé par la personne qui, n’était ce paragraphe, aurait droit au paiement retourné, la Banque du Canada est tenue de lui payer une somme égale à celle qui lui a été versée.

 

 

Enforcing liability

(5) The liability of the Bank of Canada under subsection (4) may be enforced by action or other civil proceeding against the Bank of Canada in any court of competent jurisdiction.

2012, c. 5, s. 189.

Exécution de l’obligation

(5) La Banque du Canada peut être poursuivie, quant à l’obligation prévue au paragraphe (4), par voie d’action ou autre procédure civile intentée devant tout tribunal compétent.

2012, ch. 5, art. 189.

 

 

Sale of information to liquidator

14.1 (1) The Corporation may sell to the liquidator of a member institution appointed under the Winding-up and Restructuring Act any information that was gathered or produced at the expense of the Corporation, if that expense is not one that may be recovered by the Corporation from the member institution under subsection 14(2.8).

Vente de renseignements

14.1 (1) La Société peut vendre au liquidateur d’une institution membre nommé en vertu de la Loi sur les liquidations et les restructurations l’information collectée ou produite à ses frais lorsque ceux-ci ne sont pas recouvrables auprès de l’institution membre au titre du paragraphe 14(2.8).

 

 

Payment part of winding-up costs

(2) Any amount paid by the liquidator for that information is deemed for the purpose of section 94 of the Winding-up and Restructuring Act to be a cost incurred in the winding-up of the member institution.

1997, c. 15, s. 113.

Coûts de liquidation

(2) Le montant payé par le liquidateur fait partie des frais de liquidation d’une institution membre pour l’application de l’article 94 de cette loi.

1997, ch. 15, art. 113.

 

 

Current to February 11, 2020

   24    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 15-17

  

Articles 15-17

            

  

            

 

Premiums recoverable

15 A premium assessed by the Corporation against a member institution for the purposes of this Act constitutes a debt owing to Her Majesty in right of Canada and the amount thereof together with any interest levied by the Corporation as an overdue charge is recoverable by action in any court of competent jurisdiction.

R.S., 1985, c. C-3, s. 15; R.S., 1985, c. 18 (2nd Supp.), s. 3, c. 18 (3rd Supp.), s. 53.

16 [Repealed, R.S., 1985, c. 18 (3rd Supp.), s. 53]

Primes recouvrables

15 La prime exigible d’une institution membre aux termes de la présente loi constitue une créance de Sa Majesté du chef du Canada; son recouvrement, ainsi que celui des intérêts exigés par la Société sur les arrérages, peut être poursuivi devant tout tribunal compétent.

L.R. (1985), ch. C-3, art. 15; L.R. (1985), ch. 18 (2e suppl.), art. 3, ch. 18 (3e suppl.), art. 53.

16 [Abrogé, L.R. (1985), ch. 18 (3e suppl.), art. 53]

 

 

Insurance of federal institutions

17 (1) The Corporation shall, in the manner and to the extent provided in this Act and the by-laws, insure the deposits held by a federal institution in respect of which an order approving the commencement and carrying on of business has been made by the Superintendent unless

(a) that order prohibits the institution from accepting deposits in Canada;

(b) that order authorizes the institution to accept deposits in Canada solely in accordance with subsection 413(3) of the Bank Act, subsection 378.1(2) of the Cooperative Credit Associations Act or subsection 413(2) of the Trust and Loan Companies Act;

(c) the institution has been authorized under section 26.03 to accept deposits payable in Canada while no longer being a member institution; or

(d) the institution’s policy of deposit insurance has been terminated under section 31 or cancelled under section 33.

Assurance des institutions fédérales

17 (1) La Société assure, selon les modalités prévues par la présente loi et les règlements administratifs, les dépôts détenus par toute institution fédérale à l’égard de laquelle un agrément de fonctionnement a été délivré par le surintendant, sauf dans les cas suivants :

a) l’agrément de fonctionnement interdit à l’institution d’accepter des dépôts au Canada;

b) il ne l’autorise à accepter des dépôts au Canada qu’en conformité avec le paragraphe 413(3) de la Loi sur les banques, le paragraphe 378.1(2) de la Loi sur les associations coopératives de crédit ou le paragraphe 413(2) de la Loi sur les sociétés de fiducie et de prêt;

c) l’institution a été autorisée en vertu de l’article 26.03 à accepter des dépôts payables au Canada alors qu’elle n’avait plus la qualité d’institution membre;

d) la police d’assurance-dépôts de l’institution a été résiliée au titre de l’article 31 ou annulée au titre de l’article 33.

 

 

Effect of amendment to order

(2) If the order approving the commencement and carrying on of business by a federal institution is at any time amended so as to not contain the prohibition or restriction referred to in paragraphs (1)(a) and (b), respectively,

(a) on the day on which the amendment takes effect, any authorization under section 26.03 that permits the institution to accept deposits payable in Canada while no longer being a member institution is revoked;

(b) on the day on which the amendment takes effect, any existing cancellation of the institution’s policy of deposit insurance under paragraph 33(1)(b) or (c) or subsection 33(2) is revoked; and

(c) as of the day on which the amendment takes effect, the Corporation shall insure the deposits held by the institution under subsection (1).

Effet de la modification de l’agrément de fonctionnement

(2) Si l’agrément de fonctionnement est modifié de manière qu’il ne contienne pas l’interdiction ou la restriction visées aux alinéas (1)a) et b), la modification produit les effets suivants :

a) toute autorisation qui a été accordée à l’institution fédérale en vertu de l’article 26.03 au titre de laquelle elle peut accepter des dépôts payables au Canada sans avoir la qualité d’institution membre est révoquée à la date de prise d’effet de la modification;

b) toute annulation de la police d’assurance-dépôts de l’institution effectuée en vertu des alinéas 33(1)b) ou c) ou du paragraphe 33(2) est révoquée à la date de prise d’effet de la modification;

 

 

Current to February 11, 2020

   25    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 17-17.1

  

Articles 17-17.1

            

  

            

 

c) la Société est tenue d’assurer les dépôts détenus par l’institution en conformité avec le paragraphe (1) à compter de la date de prise d’effet de la modification.

 

 

Exception

(3) Subsection (2) does not apply in respect of a federal institution whose policy of deposit insurance has been terminated under section 31 or cancelled under paragraph 33(1)(a).

Exception

(3) Le paragraphe (2) ne s’applique pas à l’institution fédérale dont la police d’assurance-dépôts a été résiliée au titre de l’article 31 ou annulée au titre de l’alinéa 33(1)a).

 

 

Notice to Corporation

(4) The Superintendent shall notify the Corporation of

(a) every application to incorporate a federal institution, or to continue a corporation as a federal institution, in respect of which the Superintendent is likely to make an order approving the commencement and carrying on of business that does not contain the prohibition or restriction referred to in paragraphs (1)(a) and (b), respectively; and

(b) every application by a federal institution to have its order approving the commencement and carrying on of business amended so as to not contain the prohibition or restriction referred to in paragraphs (1)(a) and (b), respectively.

R.S., 1985, c. C-3, s. 17; R.S., 1985, c. 18 (3rd Supp.), s. 54; 1991, c. 45, s. 543; 2005, c. 30, s. 104; 2007, c. 6, s. 404; 2012, c. 5, s. 190.

Notification

(4) Le surintendant notifie à la Société :

a) toute demande de constitution en personne morale d’une institution fédérale — ou de prorogation d’une personne morale en institution fédérale — à l’égard de laquelle il est susceptible de délivrer un agrément de fonctionnement qui ne contient pas l’interdiction ou la restriction visées aux alinéas (1)a) et b);

b) toute demande présentée par une institution fédérale en vue de faire modifier son agrément de fonctionnement de manière qu’il ne contienne pas l’interdiction ou la restriction visées aux alinéas (1)a) et b).

L.R. (1985), ch. C-3, art. 17; L.R. (1985), ch. 18 (3e suppl.), art. 54; 1991, ch. 45, art. 543; 2005, ch. 30, art. 104; 2007, ch. 6, art. 404; 2012, ch. 5, art. 190.

 

 

Insurance of provincial institutions

17.1 On the application of a provincial institution, the Corporation may insure the deposits held by the institution in the manner and to the extent provided in this Act and the by-laws, if

(a) the Corporation approves the institution for deposit insurance;

(b) the institution is authorized by the province of its incorporation to apply for deposit insurance;

(c) the institution agrees, in carrying on its business, not to exercise powers substantially different from the powers exercisable by a company to which the Trust and Loan Companies Act applies; and

(d) the Corporation is satisfied that at all times the Corporation will have adequate access to information regarding the institution.

2007, c. 6, s. 404.

Assurance des institutions provinciales

17.1 À la demande d’une institution provinciale, la Société peut, selon les modalités prévues par la présente loi et les règlements administratifs, assurer les dépôts détenus par une telle institution, si les conditions suivantes sont réunies :

a) la Société agrée l’institution;

b) l’institution est autorisée à demander une police d’assurance-dépôts par la province où elle a été constituée;

c) l’institution consent à ne pas exercer, dans l’exploitation de son entreprise, des pouvoirs notablement différents de ceux que peut exercer une société régie par la Loi sur les sociétés de fiducie et de prêt;

d) la Société est convaincue qu’elle aura continuellement accès à tout renseignement se rapportant à l’institution.

2007, ch. 6, art. 404.

 

 

Current to February 11, 2020

   26    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 17.2-21

  

Articles 17.2-21

            

  

            

 

Policy of deposit insurance

17.2 Every member institution is deemed to have obtained a policy of deposit insurance on the day on which it became a member institution.

2007, c. 6, s. 404.

Police d’assurance-dépôts

17.2 L’institution membre est réputée avoir obtenu une police d’assurance-dépôts à la date où elle est devenue une telle institution.

2007, ch. 6, art. 404.

 

 

Form of application for deposit insurance

18 (1) An application for deposit insurance shall be in the form, and accompanied by a fee of the amount and type, that may be prescribed by the by-laws.

(2) [Repealed, R.S., 1985, c. 18 (3rd Supp.), s. 55]

Demande d’assurance-dépôts : forme

18 (1) La demande d’assurance-dépôts se fait selon la forme prévue aux règlements administratifs et doit être accompagnée du paiement des droits dont le montant ou la nature sont fixés par ceux-ci.

(2) [Abrogé, L.R. (1985), ch. 18 (3e suppl.), art. 55]

 

 

Contents of policy

(3) The policy of deposit insurance shall consist of the provisions that may be prescribed by the by-laws.

Clauses de la police

(3) La police d’assurance-dépôts comporte les clauses prévues par règlement administratif.

 

 

Policies deemed to be amended

(4) If a by-law respecting the content of the policy of deposit insurance is amended, or revoked and replaced, every policy of deposit insurance is deemed to be amended or replaced accordingly.

R.S., 1985, c. C-3, s. 18; R.S., 1985, c. 18 (3rd Supp.), s. 55; 1992, c. 26, s. 7; 1999, c. 28, s. 100; 2007, c. 6, s. 405.

19 [Repealed, R.S., 1985, c. 18 (3rd Supp.), s. 56]

Présomption

(4) En cas de modification ou de remplacement d’un règlement administratif régissant leur contenu, les polices d’assurance-dépôts sont réputées être modifiées ou remplacées en conséquence.

L.R. (1985), ch. C-3, art. 18; L.R. (1985), ch. 18 (3e suppl.), art. 55; 1992, ch. 26, art. 7; 1999, ch. 28, art. 100; 2007, ch. 6, art. 405.

19 [Abrogé, L.R. (1985), ch. 18 (3e suppl.), art. 56]

 

 

Funds

20 The Corporation shall maintain funds for the purpose of carrying out its objects.

R.S., 1985, c. C-3, s. 20; 2018, c. 27, s. 162.

Fonds

20 La Société constitue des fonds en vue de l’accomplissement de sa mission.

L.R. (1985), ch. C-3, art. 20; 2018, ch. 27, art. 162.

 

 

Assessment and collection of premiums

21 (1) The Corporation shall, for each premium year, assess and collect from each member institution an annual premium in an amount equal to the lesser of

(a) the annual premium for that member institution determined under the by-laws, and

(b) the maximum annual premium.

Fixation et recouvrement des primes

21 (1) La Société perçoit auprès de chaque institution membre la prime annuelle maximale ou, si le montant en est inférieur, la prime fixée par règlement administratif.

 

 

By-laws re premiums

(2) The Board may make by-laws respecting the determination of annual premiums for member institutions and, without restricting the generality of the foregoing, may make by-laws

(a) for the establishment of a system of classifying member institutions in different categories;

(b) respecting the criteria or factors to be taken into account or procedures to be followed by the

Règlements administratifs

(2) Le conseil peut, par règlement administratif :

a) établir un système pour regrouper les institutions membres en catégories;

b) prévoir les critères, les facteurs et la procédure à suivre par la Société pour déterminer l’appartenance à chaque catégorie;

 

 

Current to February 11, 2020

   27    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 21-22

  

Articles 21-22

            

  

            

 

Corporation in determining the category in which a member institution is classified; and

(c) fixing the amount of, or providing for the manner of determining the amount of, the annual premium applicable to each category.

c) fixer la prime annuelle pour chaque catégorie ou prévoir la méthode pour ce faire.

 

 

When by-law not effective

(3) A by-law made under subsection (2) is not effective unless it has been approved in writing by the Minister.

Agrément nécessaire

(3) L’agrément écrit du ministre est un préalable à la prise d’effet du règlement administratif.

 

 

Maximum annual premium

(4) In this section, maximum annual premium means, in respect of a member institution, the greater of

(a) $5,000, and

(b) one third of one per cent, or such smaller proportion of one per cent as may be fixed in respect of the premium year by the Governor in Council, of an amount equal to the sum of so much of the deposits as are considered to be insured by the Corporation and deposited with the member institution as of April 30 in the immediately preceding premium year.

Primes annuelles maximales

(4) Pour l’application du présent article, la prime annuelle maximale payable par une institution membre est de 5 000 $ ou, si le montant en est supérieur, du tiers pour cent ou toute fraction moindre fixée par le gouverneur en conseil pour l’exercice du total des dépôts ou parties de dépôt que la Société estime assurés et qui sont détenus par l’institution membre le 30 avril de l’exercice comptable des primes précédent.

 

 

Calculation of deposits

(5) For the purposes of this section, a member institution may use any method approved by the Corporation for that premium year to determine or estimate the aggregate amount of its deposits that are considered to be insured by the Corporation.

R.S., 1985, c. C-3, s. 21; R.S., 1985, c. 18 (3rd Supp.), s. 57; 1996, c. 6, s. 27; 2007, c. 6, s. 406; 2018, c. 27, s. 163.

Calcul des dépôts

(5) Dans le cadre du calcul mentionné au paragraphe (1), l’institution membre peut déterminer ou estimer le montant total des dépôts que la Société estime assurés selon toute méthode approuvée par celle-ci pour l’exercice comptable des primes en cause.

L.R. (1985), ch. C-3, art. 21; L.R. (1985), ch. 18 (3e suppl.), art. 57; 1996, ch. 6, art. 27; 2007, ch. 6, art. 406; 2018, ch. 27, art. 163.

 

 

Returns

22 (1) The premium payable by a member institution shall be based on returns to be certified by the institution and submitted in such form and at such time as the Corporation may require.

Déclarations

22 (1) La détermination du montant de la prime payable par l’institution membre se fait à partir des déclarations que celle-ci, après en avoir attesté l’exactitude, transmet à la Société, en la forme et au moment fixés par celle-ci.

 

 

Payable in instalments

(2) One half of the premium payable by a member institution shall be paid to the Corporation on or before July 15 in the premium year for which the premium is payable and the remainder shall be paid to the Corporation, without interest, on or before December 15 in that premium year.

R.S., 1985, c. C-3, s. 22; 1996, c. 6, s. 28.

Versements échelonnés

(2) La moitié de la prime payable par l’institution membre est versée à la Société au plus tard le 15 juillet de l’exercice comptable des primes courant et le solde est versé, sans intérêt, au plus tard le 15 décembre de cet exercice.

L.R. (1985), ch. C-3, art. 22; 1996, ch. 6, art. 28.

 

 

Current to February 11, 2020

   28    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 23-24.1

  

Articles 23-24.1

            

  

            

 

Calculation of first premium

23 (1) The premium payable by a member institution in respect of the premium year in which it becomes a member institution shall be the same proportion of the lesser of

(a) the annual premium for that member determined by by-law made under subsection 21(2) based on an amount equal to the sum of so much of the deposits as are considered to be insured by the Corporation and deposited with the member institution as of the end of the month in which it becomes a member institution, and

(b) the greater of

(i) $5,000, and

(ii) one third of one per cent, or such smaller proportion of one per cent as may be fixed in respect of the premium year by the Governor in Council, of an amount equal to the sum of so much of the deposits as are considered to be insured by the Corporation and deposited with the member institution as of the end of the month in which it becomes a member institution,

as the number of days in which any of the deposits with that member institution are insured by the Corporation in that premium year is of 365.

Calcul de la première prime

23 (1) La prime payable par l’institution membre pour l’exercice comptable des primes au cours duquel elle le devient est égale aux n/365 — où n est le nombre de jours pendant lesquels les dépôts sont assurés par la Société au cours de cet exercice — du moins élevé des montants suivants :

a) la prime fixée dans le cadre des règlements administratifs prévus au paragraphe 21(2) en fonction du total des dépôts ou parties de dépôt que la Société estime assurés et détenus par l’institution au dernier jour du mois où elle devient une institution membre;

b) le montant le plus élevé de 5 000 $ et du tiers pour cent — ou la fraction moindre fixée par le gouverneur en conseil pour l’exercice — du total des dépôts ou parties de dépôt que la Société estime assurés et détenus par l’institution au dernier jour du mois où elle devient une institution membre.

 

 

Payment of first premium

(2) Despite subsection 22(2), the premium payable by a member institution under subsection (1) must be paid to the Corporation, without interest, within 30 days after the end of the month in which the member institution becomes a member institution.

R.S., 1985, c. C-3, s. 23; R.S., 1985, c. 18 (3rd Supp.), s. 58; 1996, c. 6, s. 29; 2001, c. 9, s. 207; 2007, c. 6, s. 407.

Paiement de la première prime

(2) Malgré le paragraphe 22(2), la prime payable par l’institution membre conformément au paragraphe (1) est versée à la Société, sans intérêt, dans les trente jours suivant la fin du mois au cours duquel l’institution devient membre.

L.R. (1985), ch. C-3, art. 23; L.R. (1985), ch. 18 (3e suppl.), art. 58; 1996, ch. 6, art. 29; 2001, ch. 9, art. 207; 2007, ch. 6, art. 407.

 

 

Where premiums payable

24 All premiums payable shall be paid to the Corporation at its head office.

R.S., 1985, c. C-3, s. 24; R.S., 1985, c. 18 (3rd Supp.), s. 58; 2009, c. 2, s. 239.

Primes payables au siège social de la Société

24 Les primes à payer sont versées à la Société au siège social de cette dernière.

L.R. (1985), ch. C-3, art. 24; L.R. (1985), ch. 18 (3e suppl.), art. 58; 2009, ch. 2, art. 239.

 

 

No set-off on premium payment

24.1 No member institution shall, without the prior agreement of the Corporation, reduce or extinguish a premium payment, interest or other payment to be made to the Corporation by reason of a set-off or claim by the member institution against the Corporation.

1996, c. 6, s. 30; 2001, c. 9, s. 208.

Pas de compensation

24.1 L’institution membre ne peut, sans le consentement de la Société, invoquer la compensation ou l’existence d’une créance contre la Société pour réduire ou supprimer le paiement notamment d’une prime ou de l’intérêt.

1996, ch. 6, art. 30; 2001, ch. 9, art. 208.

 

 

Current to February 11, 2020

   29    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 25-25.2

  

Articles 25-25.2

            

  

            

 

Overdue charges

25 Notwithstanding anything in sections 21 to 23, the Corporation may charge interest at a rate equal to the rate prescribed pursuant to subsection 161(1) of the Income Tax Act plus two per cent on the unpaid amount of any premium instalment not paid on or before the due date of that instalment.

R.S., 1985, c. C-3, s. 25; R.S., 1985, c. 18 (3rd Supp.), s. 58.

Arrérages de frais

25 Malgré les articles 21 à 23, la Société peut percevoir un intérêt de retard, à un taux égal à celui qui est prescrit conformément au paragraphe 161(1) de la Loi de l’impôt sur le revenu, majoré de deux pour cent, sur le montant impayé de tout versement de prime non effectué à la date d’échéance.

L.R. (1985), ch. C-3, art. 25; L.R. (1985), ch. 18 (3e suppl.), art. 58.

 

 

Premium surcharge

25.1 (1) Notwithstanding sections 21 to 25, where, in the opinion of the Corporation, a member institution is engaging in such practice as may be prescribed in the bylaws as warranting a premium surcharge, the Corporation, after

(a) consultation with the Superintendent or the provincial supervisor, as the case may be, and

(b) giving the member institution an opportunity to make written representations,

may assess and collect from the member institution a premium surcharge in respect of the premium year or any part thereof.

Augmentation de prime

25.1 (1) Malgré les articles 21 à 25, la Société peut augmenter la prime d’une institution membre à l’égard de l’exercice comptable des primes en cours ou de toute partie de celui-ci, dans les cas où elle est d’avis que l’institution se livre à une pratique dont il est prévu aux règlements administratifs qu’elle justifie l’augmentation. Avant de ce faire, elle :

a) consulte le surintendant ou le contrôleur provincial, selon le cas;

b) donne à l’institution la possibilité de présenter ses observations par écrit.

 

 

Amount of premium surcharge

(2) The amount of the premium surcharge that may be assessed against and collected from a member institution under subsection (1) in respect of any premium year shall be such amount as the Corporation may determine to be fair in the circumstances and in no case shall exceed an amount equal to one sixth of one per cent of so much of each deposit as is considered to be insured by the Corporation and deposited with the member institution as of April 30 in the immediately preceding premium year.

Montant de l’augmentation de prime

(2) Le montant de l’augmentation à l’égard d’un exercice comptable des primes est celui que la Société estime justifié dans les circonstances; il ne peut en aucun cas dépasser un sixième pour cent de la partie de chaque dépôt que la Société estime assuré, dans le cas d’un dépôt détenu par l’institution le 30 avril de l’exercice comptable des primes précédent.

 

 

Application of sections 21 to 25

(3) The provisions of sections 21 to 25 that are not inconsistent with subsections (1) and (2) apply, with such modifications as the circumstances require, in respect of any premium surcharge assessed under subsection (1).

R.S., 1985, c. 18 (2nd Supp.), s. 4, c. 18 (3rd Supp.), s. 59; 1996, c. 6, s. 31; 2007, c. 6, s. 408.

Non-application to special premium

25.2 Section 21, subsection 22(2), section 23 and subsection 37(5) do not apply to a special premium.

2009, c. 2, s. 240.

 

Application des articles 21 à 25

(3) Les dispositions des articles 21 à 25 qui ne sont pas incompatibles avec les paragraphes (1) et (2) s’appliquent, compte tenu des adaptations de circonstance, à l’égard de toute augmentation de prime visée au paragraphe (1).

L.R. (1985), ch. 18 (2e suppl.), art. 4, ch. 18 (3e suppl.), art. 59; 1996, ch. 6, art. 31; 2007, ch. 6, art. 408.

Non-application aux primes spéciales

25.2 L’article 21, le paragraphe 22(2), l’article 23 et le paragraphe 37(5) ne s’appliquent pas aux primes spéciales.

2009, ch. 2, art. 240.

 

 

Current to February 11, 2020

   30    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Deposit Insurance

  

Assurance-dépôts

Sections 25.3-26.01

  

Articles 25.3-26.01

            

  

            

 

By-laws — special premium

25.3 (1) In respect of each order made under subsection 7.1(1) or each direction given under subsection 11.1(1), the Board may make by-laws respecting the recovery from member institutions or any class of member institutions of the loss referred to in section 7.3 or 11.3, as the case may be, including by-laws

(a) fixing the special premium payable by member institutions or any class of member institutions or providing for the manner of fixing the special premium;

(b) establishing a system of classifying member institutions in different classes;

(c) establishing the criteria or factors to be taken into account or procedures to be followed by the Corporation in determining the class in which a member institution is classified; or

(d) respecting the time and manner in which a special premium shall be paid.

Règlements administratifs — primes spéciales

25.3 (1) À l’égard de chacun des décrets pris en vertu du paragraphe 7.1(1) et de chacune des instructions données en vertu du paragraphe 11.1(1), le conseil peut prendre des règlements administratifs concernant le recouvrement, auprès d’institutions membres ou de toute catégorie d’institutions membres, des pertes visées aux articles 7.3 ou 11.3, notamment des règlements administratifs :

a) fixant la prime spéciale à payer par les institutions membres ou par toute catégorie d’institutions membres ou prévoyant la méthode pour la fixer;

b) établissant un système pour regrouper les institutions membres en catégories;

c) prévoyant les critères, les facteurs et la procédure à suivre par la Société pour déterminer l’appartenance à chaque catégorie;

d) régissant les modalités de paiement de la prime spéciale.

 

 

When by-law not effective

(2) A by-law made under subsection (1) is not effective unless it has been approved in writing by the Minister.

2009, c. 2, s. 240.

Agrément nécessaire

(2) L’agrément écrit du ministre est un préalable à la prise d’effet de ces règlements administratifs.

2009, ch. 2, art. 240.

 

 

26 (1) [Repealed, 2018, c. 27, s. 164]

(2) [Repealed, 1996, c. 6, s. 32]

26 (1) [Abrogé, 2018, ch. 27, art. 164]

(2) [Abrogé, 1996, ch. 6, art. 32]

 

 

Federal Institutions Without Deposit Insurance

Interpretation

26.01 (1) Subject to subsections (2) and (3), for the purposes of sections 26.02 to 26.06, deposit has the meaning that would be given to it by the schedule, for the purposes of deposit insurance, if the schedule were read without reference to subsections 2(2), (5) and (6) of the schedule.

Institutions fédérales sans assurance-dépôts

Sens de dépôt

26.01 (1) Dans les articles 26.02 à 26.06 et sous réserve des paragraphes (2) et (3), dépôt s’entend au sens que lui donne l’annexe, dans le cadre de l’assurance-dépôts, exception faite des paragraphes 2(2), (5) et (6) de celle-ci.

 

 

Exception

(2) For the purposes of subparagraph 26.03(1)(c)(iii) and paragraph 26.03(1)(d), deposit has the meaning that would be given to it by the schedule, for the purposes of deposit insurance, but does not include deposits not payable in Canada or in Canadian currency.

Exception

(2) Pour l’application du sous-alinéa 26.03(1)c)(iii) et de l’alinéa 26.03(1)d), dépôt s’entend au sens que lui donne l’annexe, dans le cadre de l’assurance-dépôts, à l’exclusion toutefois des dépôts payables à l’étranger ou en devises étrangères.

 

 

Exception

(3) For the purposes of paragraph 26.03(1)(b) and subsection 26.03(2), deposit has the meaning that would be

Exception

(3) Pour l’application de l’alinéa 26.03(1)b) et du paragraphe 26.03(2), dépôt s’entend au sens que lui

 

 

Current to February 11, 2020

   31    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Federal Institutions Without Deposit Insurance

  

Institutions fédérales sans assurance-dépôts

Sections 26.01-26.03

  

Articles 26.01-26.03

            

  

            

 

given to it by the schedule, for the purposes of deposit insurance, if the schedule were read without reference to subsections 2(2), (5) and (6) of the schedule, but does not include deposits prescribed by the by-laws.

donne l’annexe, dans le cadre de l’assurance-dépôts, exception faite des paragraphes 2(2), (5) et (6) de celle-ci, à l’exclusion toutefois des dépôts prévus par les règlements administratifs.

 

 

By-laws

(4) The Board may make by-laws

(a) prescribing the deposits referred to in subsection (3); and

(b) prescribing terms and conditions with respect to the acceptance of those deposits.

1997, c. 15, s. 114; 1999, c. 28, s. 101.

Règlements administratifs

(4) Le conseil peut, par règlement administratif :

a) prévoir les dépôts visés au paragraphe (3);

b) prévoir les modalités et conditions relatives à l’acceptation de ces dépôts.

1997, ch. 15, art. 114; 1999, ch. 28, art. 101.

 

 

Application

26.02 If a federal member institution intends to accept deposits payable in Canada while no longer being a member institution, it must apply to the Corporation for an authorization to do so. The application must be in a form that is acceptable to the Corporation and must contain the information that the Corporation may require.

1997, c. 15, s. 114; 2007, c. 6, s. 410.

Demande à la Société

26.02 L’institution fédérale membre qui envisage d’accepter des dépôts payables au Canada alors qu’elle n’a plus la qualité d’institution membre doit demander à la Société, d’une manière qui agrée à celle-ci, l’autorisation d’accepter de tels dépôts.

1997, ch. 15, art. 114; 2007, ch. 6, art. 410.

 

 

Granting of application

26.03 (1) Subject to section 26.04, the Corporation may give that authorization if

(a) [Repealed, 2001, c. 9, s. 209]

(b) the sum of all the deposits held by the federal member institution that are less than $150,000 and payable in Canada is less than one per cent of the sum of all the deposits held by the institution that are payable in Canada;

(c) the institution has informed all its depositors, in accordance with any rules that may be prescribed by the by-laws,

(i) that the institution has applied to become authorized to accept deposits while no longer being a member institution,

(ii) that after the institution receives that authorization, no deposit with the institution will be insured in whole or in part by the Corporation, and

(iii) that the institution’s obligation to repay the deposit to the depositor will be assumed by a member institution if an option referred to in subparagraph (d)(i) or (ii) is not exercised;

(d) in respect of each deposit that is held by the institution, the institution has

Conditions préalables à l’autorisation

26.03 (1) Sous réserve de l’article 26.04, la Société peut donner l’autorisation si les conditions suivantes sont réunies :

a) [Abrogé, 2001, ch. 9, art. 209]

b) la somme des dépôts de moins de 150 000 $ payables au Canada représente moins de un pour cent de la somme de tous les dépôts payables au Canada détenus par l’institution fédérale membre;

c) l’institution a informé chaque déposant, en conformité avec les règles prévues par les règlements administratifs :

(i) qu’elle a présenté la demande prévue à l’article 26.02,

(ii) que les dépôts ne seront pas, une fois l’autorisation obtenue, assurés par la Société,

(iii) qu’une autre institution membre aura l’obligation de lui rembourser ses dépôts, faute par lui d’exercer une des options prévues aux sous-alinéas d)(i) ou (ii);

d) l’institution a, à l’égard de tous les dépôts d’un déposant :

 

 

Current to February 11, 2020

   32    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Federal Institutions Without Deposit Insurance

  

Institutions fédérales sans assurance-dépôts

Sections 26.03-26.04

  

Articles 26.03-26.04

            

  

            

 

(i) obtained from the depositor an acknowledgement in writing that the deposit will no longer be insured in whole or in part by the Corporation after the institution receives authorization to accept deposits without being a member institution,

(ii) at the request in writing of the depositor, paid to the depositor the principal amount of the deposit and interest determined in accordance with rules prescribed by the by-laws and has not charged any fee or penalty in connection with the payment, or

(iii) obtained from a member institution an agreement in writing to assume the institution’s liability in relation to the deposit on the same terms and conditions; and

(e) the institution has paid to the Corporation a fee determined in accordance with rules prescribed by the by-laws.

(i) soit obtenu une reconnaissance écrite de sa part selon laquelle ses dépôts ne seront pas, une fois l’institution autorisée, assurés par la Société,

(ii) soit payé au déposant, à la demande présentée par écrit par ce dernier, une somme représentant le principal et les intérêts afférents au dépôt calculés en conformité avec les règles prévues par les règlements administratifs sans avoir exigé de droit ou de pénalité à l’égard du paiement,

(iii) soit obtenu d’une autre institution membre l’engagement écrit de prendre en charge tous ses dépôts aux mêmes conditions;

e) l’institution a versé les droits prévus par les règlements administratifs.

 

 

Exchange rate

(2) For the purpose of subsection (1), the rate of exchange that shall be applied on any day in determining the amount in Canadian dollars of a deposit in a currency of a country other than Canada shall be determined in accordance with rules prescribed by the by-laws.

1997, c. 15, s. 114; 1999, c. 28, s. 102; 2001, c. 9, s. 209; 2007, c. 6, s. 411.

Taux de change

(2) Le taux de change applicable pour déterminer le montant en dollars canadiens d’un dépôt fait en devises étrangères est déterminé conformément aux règles prévues par les règlements administratifs.

1997, ch. 15, art. 114; 1999, ch. 28, art. 102; 2001, ch. 9, art. 209; 2007, ch. 6, art. 411.

 

 

Minister and Superintendent to be informed

26.04 (1) Before giving an authorization under subsection 26.03(1), the Corporation must inform the Minister and the Superintendent that it proposes to give the authorization.

Avis au ministre et au surintendant

26.04 (1) La Société doit, avant d’agréer la demande d’une institution fédérale membre, informer le ministre et le surintendant de ses intentions.

 

 

Minister may prevent authorization

(2) If the Minister is of the opinion that giving the authorization would not be in the public interest, the Minister may, within thirty days after being informed about the proposal to give the authorization, direct the Corporation not to give the authorization.

Veto du ministre

(2) S’il croit l’autorisation contraire à l’intérêt public, le ministre peut, dans les trente jours après en avoir été informé par la Société, ordonner à celle-ci de ne rien faire.

 

 

Authorization after 30 days

(3) If the Minister does not issue that direction within those 30 days, the Corporation may then give the authorization under subsection 26.03(1). The giving of the authorization cancels the policy of deposit insurance of the federal member institution to which the authorization is given.

Autorisation automatique

(3) Faute par le ministre de se prononcer dans les trente jours, la Société peut procéder à l’autorisation. L’octroi de l’autorisation a pour effet d’annuler la police d’assurance-dépôts de l’institution en cause.

 

 

Amendment of order

(4) If the Corporation gives the authorization under subsection 26.03(1), the Superintendent must, under paragraph 54(1)(a) of the Bank Act, paragraph 62(1)(a) of the

Modification de l’agrément de fonctionnement

(4) Si la Société donne son autorisation, le surintendant modifie en conséquence l’agrément de fonctionnement de l’institution en cause en conformité avec le paragraphe

 

 

Current to February 11, 2020

   33    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Federal Institutions Without Deposit Insurance

  

Institutions fédérales sans assurance-dépôts

Sections 26.04-28

  

Articles 26.04-28

            

  

            

 

Cooperative Credit Associations Act or paragraph 58(1)(b) of the Trust and Loan Companies Act, as the case may be, amend the federal member institution’s order approving the commencement and carrying on of business accordingly.

1997, c. 15, s. 114; 1999, c. 28, s. 103; 2007, c. 6, s. 412.

54(1)a) de la Loi sur les banques, le paragraphe 62(1) de la Loi sur les associations coopératives de crédit ou l’alinéa 58(1)b) de la Loi sur les sociétés de fiducie et de prêt, selon le cas.

1997, ch. 15, art. 114; 1999, ch. 28, art. 103; 2007, ch. 6, art. 412.

 

 

Fees by-law

26.05 A by-law prescribing rules for the purpose of paragraph 26.03(1)(e) is not effective unless it has been approved in writing by the Minister.

1997, c. 15, s. 114.

 

Frais réglementaires

26.05 L’agrément écrit du ministre est un préalable à la prise d’effet de tout règlement administratif prescrivant des droits pour l’application de l’alinéa 26.03(1)e).

1997, ch. 15, art. 114.

 

 

Deposits not insured

26.06 After a federal member institution has been given authorization under subsection 26.03(1), no deposit with the institution is insured in whole or in part by the Corporation.

1997, c. 15, s. 114; 2007, c. 6, s. 413.

Dépôts non assurés

26.06 Les dépôts faits auprès d’une institution fédérale membre autorisée au titre du paragraphe 26.03(1) ne sont pas assurés par la Société.

1997, ch. 15, art. 114; 2007, ch. 6, art. 413.

 

 

Inspection of Member Institutions

Annual inspections

27 (1) The Superintendent shall, notwithstanding any other Act of Parliament, examine on behalf of the Corporation the affairs of each federal member institution once in each year and at the times that the Corporation may require for a specified purpose.

Inspection des institutions membres

Examens annuels

27 (1) Malgré toute autre loi fédérale, le surintendant procède, au moins une fois l’an et aux moments fixés par la Société pour un motif déterminé, à l’examen, au nom de la Société, des affaires de chaque institution fédérale membre.

 

 

Costs

(2) Where an examination under subsection (1) is made for a specified purpose, such costs incurred in relation thereto as in the opinion of the Superintendent are extraordinary shall be borne by the Corporation.

R.S., 1985, c. C-3, s. 27; R.S., 1985, c. 18 (3rd Supp.), s. 60; 1991, c. 45, s. 544; 1999, c. 28, s. 104.

Frais

(2) Dans les cas où un examen a lieu pour un motif déterminé, les frais qui en découlent et que le surintendant estime être extraordinaires sont imputés à la Société.

L.R. (1985), ch. C-3, art. 27; L.R. (1985), ch. 18 (3e suppl.), art. 60; 1991, ch. 45, art. 544; 1999, ch. 28, art. 104.

 

 

Provincial member institutions

28 It is a condition of the policy of deposit insurance of a provincial member institution that

(a) the Corporation or a person designated by the Corporation may, at least once in each year and at such other times as the Corporation deems appropriate, make or cause to be made such inspections of the affairs of the provincial member institution as the Corporation or that person may deem to be necessary or expedient;

Institutions provinciales membres

28 Font partie des conditions de la police d’assurance-dépôts d’une institution provinciale membre:

a) la possibilité pour la Société ou la personne qu’elle désigne de procéder ou faire procéder, au moins une fois par année et chaque fois que la Société l’estime indiqué, à tout examen des affaires de l’institution qu’elle-même ou cette personne estime utile;

b) le droit, pour la Société et la personne qu’elle désigne d’avoir, aux fins visées à l’alinéa a), accès aux registres de l’institution;

c) l’obligation pour l’institution de voir à ce que ses dirigeants et vérificateurs fournissent les

 

 

Current to February 11, 2020

   34    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Inspection of Member Institutions

  

Inspection des institutions membres

Sections 28-29

  

Articles 28-29

            

  

            

 

(b) the Corporation and the person designated by the Corporation have, for the purposes referred to in paragraph (a), a right of access to the records of the member institution; and

(c) the member institution will cause its officers and auditors to furnish such information and explanations pertaining to its affairs as the Corporation or the person designated by the Corporation may require.

R.S., 1985, c. C-3, s. 28; R.S., 1985, c. 18 (3rd Supp.), s. 60.

renseignements et explications relatifs aux affaires de l’institution que la Société ou la personne désignée exige.

L.R. (1985), ch. C-3, art. 28; L.R. (1985), ch. 18 (3e suppl.), art. 60.

 

 

Costs may be charged back

28.1 Where an examination or an inspection is carried out other than once in each year, the Corporation may

(a) pay the costs of the examination or inspection;

(b) charge the costs to the member institution in respect of which they were incurred; and

(c) recover the costs from the member institution as a debt due and payable to the Corporation.

1996, c. 6, s. 33; 1999, c. 28, s. 105.

Frais d’examen

28.1 Les dépenses occasionnées par tout examen supplémentaire durant la même année peuvent être payées par la Société et recouvrées auprès de l’institution membre concernée comme une créance de la Société.

1996, ch. 6, art. 33; 1999, ch. 28, art. 105.

 

 

Examination considerations

29 (1) The person who conducts an examination under section 27 or an inspection under section 28 in respect of a member institution shall make all examinations or inspections that the person considers necessary to

(a) provide, by way of a rating or any other means, an assessment of the safety and soundness of the member institution, including its financial condition;

(b) comment on the operations of the member institution;

(b.1) if the member institution is a domestic systemically important bank, provide an assessment of its capacity to absorb losses that it is required to maintain under section 485 of the Bank Act; and

(c) if the member institution is a provincial institution and the Corporation and the person agree, comment on whether the provisions of the statutes governing the provincial institution are being complied with.

Buts de l’examen

29 (1) Le responsable de l’examen prévu aux articles 27 et 28 doit faire tous les examens qu’il estime nécessaires :

a) pour fournir une évaluation de la fiabilité et de la solidité de l’institution, y compris sa situation financière, en lui donnant une cote ou d’une autre manière;

b) pour donner son avis sur le fonctionnement de l’institution;

b.1) s’agissant d’une institution membre qui est une banque d’importance systémique nationale, pour fournir une évaluation de la capacité de l’institution à absorber des pertes qu’elle est tenue de maintenir aux termes de l’article 485 de la Loi sur les banques;

c) s’agissant d’une institution membre qui est une institution provinciale, pour donner son avis, sous réserve de l’accord entre la Société et lui-même, sur l’observation par celle-ci des dispositions législatives qui la régissent.

 

 

Reports

(2) The person shall provide written reports to the Corporation on the matters referred to in paragraphs (1)(a) to (c) in a timely manner.

Rapport

(2) Le responsable de l’examen transmet des rapports sur les questions visées aux alinéas (1)a) à c) à la Société, par écrit et dans les meilleurs délais.

 

 

Current to February 11, 2020

   35    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Inspection of Member Institutions

  

Inspection des institutions membres

Sections 29-30

  

Articles 29-30

            

  

            

 

Right of Corporation to information

(3) The Corporation is entitled to all information obtained by or produced by or for the person, whether in the course of conducting the examination or inspection or otherwise, regarding the affairs of the member institution or any of its affiliates or of any person dealing with the member institution or any of its affiliates.

Droit de la Société aux renseignements

(3) La Société a droit à tous les renseignements recueillis par le responsable d’un examen ou produits par ou pour lui, dans le cadre de l’examen ou d’une autre manière, relatifs aux affaires de l’institution membre, d’une entité de son groupe ou de toute personne traitant avec celles-ci.

 

 

Obligation to provide other information

(4) Without limiting subsection (3), the person shall provide the Corporation with any information that the person considers relevant to any matter referred to in any of paragraphs (1)(a) to (c) or to any report provided under subsection (2).

Obligation de fournir les renseignements

(4) Sans que soit limitée la portée du paragraphe (3), le responsable de l’examen est tenu de fournir à la Société les renseignements qu’il estime utiles à l’examen de toute question visée aux alinéas (1)a) à c) ou à tout rapport transmis dans le cadre du paragraphe (2).

 

 

Obligation to inform

(5) The person shall without delay inform the Corporation if, at any time, whether in the course of conducting an examination or inspection or otherwise, there comes to the attention of the person any change in the circumstances of the member institution that might materially affect the position of the Corporation as an insurer.

R.S., 1985, c. C-3, s. 29; R.S., 1985, c. 18 (3rd Supp.), s. 61; 1992, c. 26, s. 8(E); 1996, c. 6, s. 34; 1999, c. 28, s. 106; 2001, c. 9, s. 210; 2005, c. 30, s. 105; 2016, c. 7, s. 128.

Obligation d’informer

(5) Le responsable de l’examen est tenu d’informer sans délai la Société si à un moment quelconque, au cours d’un examen ou d’une autre manière, il constate que des changements survenus dans la situation de l’institution membre peuvent avoir un effet important sur la situation de la Société, en sa qualité d’assureur.

L.R. (1985), ch. C-3, art. 29; L.R. (1985), ch. 18 (3e suppl.), art. 61; 1992, ch. 26, art. 8(A); 1996, ch. 6, art. 34; 1999, ch. 28, art. 106; 2001, ch. 9, art. 210; 2005, ch. 30, art. 105; 2016, ch. 7, art. 128.

 

 

Review of returns

29.1 If requested to do so by the Corporation, the person who conducts an examination under section 27 or an inspection under section 28 in respect of a member institution shall review, or cause another person to review on the person’s behalf, within the time specified by the Corporation, the correctness of the returns made by the member institution on which its premiums are based and through which its premium classification is in part determined.

2001, c. 9, s. 210.

Vérification des déclarations

29.1 Sur demande de la Société, le responsable de l’examen dont a fait l’objet une institution membre doit, dans le délai précisé par la Société, assurer ou faire assurer en son nom la vérification de l’exactitude des déclarations de l’institution à partir desquelles est déterminé le montant de la prime payable par elle et qui sert à déterminer, en partie, sa catégorie de prime.

2001, ch. 9, art. 210.

 

 

Certain reports to be provided to Corporation

29.2 When a report is sent by the Superintendent to the Minister under section 643 of the Bank Act, section 505 of the Trust and Loan Companies Act or section 437 of the Cooperative Credit Associations Act, a copy of the report shall be sent by the Superintendent at the same time to the Corporation.

2001, c. 9, s. 210.

Envoi de certains rapports

29.2 Le surintendant fait parvenir sans délai à la Société une copie des rapports qu’il envoie au ministre en vertu de l’article 643 de la Loi sur les banques, de l’article 505 de la Loi sur les sociétés de fiducie et de prêt ou de l’article 437 de la Loi sur les associations coopératives de crédit.

2001, ch. 9, art. 210.

 

 

Reporting breaches

30 (1) If, in the Corporation’s opinion, a member institution is in breach of a provision of this Act or the regulations, a by-law of the Corporation or a condition of its policy of deposit insurance, the Corporation may send a report of the facts to the chief executive officer or chairperson of the board of directors of the member

Indications des violations

30 (1) Si elle est d’avis qu’une institution membre contrevient à une disposition de la présente loi ou d’un règlement, à un règlement administratif ou à une condition de sa police d’assurance-dépôts, la Société peut, dans un rapport, signaler les faits en question au premier dirigeant, ou au président du conseil

 

 

Current to February 11, 2020

   36    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Inspection of Member Institutions

  

Inspection des institutions membres

Sections 30-31

  

Articles 30-31

            

  

            

 

institution. The report may be sent by registered mail or delivered by hand and a copy of it must be provided to the Minister.

d’administration, de l’institution. Le rapport peut être expédié par courrier recommandé ou remis personnellement et copie de celui-ci est envoyée au ministre.

 

 

Presentation of report to directors

(2) The chief executive officer or chairperson of the board of directors of a member institution to whom a report has been sent or delivered under subsection (1) shall, within 15 days after the receipt of the report, cause

(a) the report to be presented to a meeting of the board of directors of the member institution and to be incorporated in the minutes of the meeting; and

(b) a certified copy of that portion of the minutes of the meeting that relates to the presentation of the report to be sent by registered mail to the chief executive officer of the Corporation at its head office.

R.S., 1985, c. C-3, s. 30; R.S., 1985, c. 18 (3rd Supp.), s. 62; 1992, c. 26, s. 9(E); 1996, c. 6, s. 35; 2005, c. 30, s. 106; 2012, c. 5, s. 193(E); 2016, c. 7, s. 129.

Présentation du rapport aux administrateurs

(2) Dans les quinze jours suivant la réception du rapport visé au paragraphe (1), le premier dirigeant, ou le président du conseil d’administration, de l’institution membre veille :

a) à ce que le rapport soit présenté au conseil d’administration lors d’une réunion de celui-ci et incorporé au procès-verbal de la réunion;

b) à ce qu’une copie certifiée conforme de la partie du procès-verbal de la réunion se rapportant à l’étude du rapport soit envoyée au premier dirigeant de la Société au siège social de cette dernière.

L.R. (1985), ch. C-3, art. 30; L.R. (1985), ch. 18 (3e suppl.), art. 62; 1992, ch. 26, art. 9(A); 1996, ch. 6, art. 35; 2005, ch. 30, art. 106; 2012, ch. 5, art. 193(A); 2016, ch. 7, art. 129.

 

 

Termination and Cancellation of Insurance

Notice of termination

31 (1) Where a report has been sent or delivered under subsection 30(1) and the progress made by the member institution in remedying the breach is not satisfactory to the Corporation, the Corporation shall, by notice,

(a) where the member institution is a federal member institution, so inform the institution and the Minister; and

(b) where the member institution is a provincial member institution, give the institution not less than thirty days notice of the termination of its policy of deposit insurance.

Résiliation et annulation de l’assurance

Avis de résiliation

31 (1) Si, après avoir transmis le rapport visé au paragraphe 30(1), elle estime que les mesures prises par l’institution pour faire cesser la contravention ne sont pas satisfaisantes, la Société :

a) avise en ce sens l’institution et le ministre, s’il s’agit d’une institution fédérale membre;

b) donne un préavis d’au moins trente jours de résiliation de la police d’assurance-dépôts, dans le cas d’une institution provinciale membre.

 

 

Copy to provincial Minister

(2) Where a notice of termination is given to a provincial member institution under subsection (1), the Corporation shall forthwith send a copy thereof to the appropriate provincial Minister.

Copie au ministre provincial compétent

(2) La Société expédie sans délai au ministre provincial compétent une copie de tout préavis de résiliation donné à une institution provinciale membre conformément au paragraphe (1).

 

 

Termination of policy

(3) The policy of deposit insurance of a provincial member institution shall terminate on the expiration of the period specified in the notice given under subsection (1) unless, before the expiration of that period,

Résiliation de la police d’assurance-dépôts

(3) La police d’assurance-dépôts d’une institution provinciale membre est résiliée dès l’expiration du délai prévu au préavis donné conformément au paragraphe (1), sauf si, entre-temps :

 

 

Current to February 11, 2020

   37    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Termination and Cancellation of Insurance

  

Résiliation et annulation de l’assurance

Sections 31-31.1

  

Articles 31-31.1

            

  

            

 

(a) the Corporation is satisfied that the member institution is taking the necessary action to remedy the breach to which the notice relates; or

(b) the appropriate provincial Minister requests an extension of the period to enable the necessary remedial action to be taken, in which case the termination may be deferred by the Corporation for a further period not exceeding sixty days.

a) ou bien la Société est convaincue que l’institution prend les mesures nécessaires pour faire cesser la contravention;

b) ou bien le ministre provincial compétent demande une prolongation du délai afin que les mesures nécessaires soient prises, la résiliation pouvant alors être différée pour une période supplémentaire d’au plus soixante jours.

 

 

Where report on federal member institution

(4) Where a report has been sent or delivered under subsection 30(1) in respect of a federal member institution and the member institution and the Minister have been informed in accordance with subsection (1) by the Corporation that the Corporation is not satisfied with the member institution’s progress in remedying the breach to which the report relates, the Corporation may, unless the Minister advises the Corporation that the Minister is of the opinion that it is not in the public interest to do so, give the member institution not less than thirty days notice of the termination of its policy of deposit insurance.

Rapport concernant une institution fédérale membre

(4) Dans les cas où le rapport prévu au paragraphe 30(1) vise une institution fédérale membre et où elle a informé celle-ci et le ministre qu’elle n’est pas satisfaite des mesures prises par l’institution pour faire cesser la contravention, la Société peut, à moins d’avis contraire du ministre fondé sur l’intérêt public, donner à l’institution un préavis d’au moins trente jours de la résiliation de sa police d’assurance-dépôts.

 

 

Termination of policy

(5) The policy of deposit insurance of a federal member institution shall terminate on the expiration of the period specified in the notice given under subsection (4) or such later period not exceeding sixty days as the Corporation may determine unless, before the expiration of that period, the Corporation is satisfied that the member institution is taking the necessary action to remedy the breach to which the notice relates.

Résiliation de la police

(5) La police d’assurance-dépôts d’une institution fédérale membre est résiliée dès l’expiration soit du délai indiqué au préavis, soit de toute prorogation d’un maximum de soixante jours que peut prévoir la Société sauf si, entre-temps, la Société est convaincue que l’institution prend les mesures nécessaires pour faire cesser la contravention.

 

 

Conditions of extension

(5.1) The Corporation may impose conditions on a federal member institution in connection with any extension of the period referred to in subsection (5) and failure by the federal member institution to comply with any such condition constitutes a termination of the extension.

Prorogation

(5.1) La Société peut, à l’égard de l’institution fédérale membre, assujettir la prorogation à certaines conditions. Faire défaut à ces conditions emporte résiliation de la prorogation.

 

 

Revoking notice

(6) Where, at any time after a notice of termination has been given to a member institution under subsection 31(1) or (4), the Corporation is satisfied that as the result of any action by the member institution, or any other person, the risk to depositors or to the Corporation has been averted or substantially reduced, the Corporation may revoke its notice of termination.

R.S., 1985, c. C-3, s. 31; R.S., 1985, c. 18 (3rd Supp.), s. 62; 1992, c. 26, s. 10(E); 1996, c. 6, s. 36; 2005, c. 30, s. 107.

Annulation du préavis

(6) La Société peut annuler le préavis donné en vertu du paragraphe 31(1) ou (4) dans tous les cas où elle est convaincue que les mesures prises par l’institution membre en cause ou par toute autre personne ont pour effet d’écarter ou de sensiblement diminuer le risque couru par les déposants ou par elle-même.

L.R. (1985), ch. C-3, art. 31; L.R. (1985), ch. 18 (3e suppl.), art. 62; 1992, ch. 26, art. 10(A); 1996, ch. 6, art. 36; 2005, ch. 30, art. 107.

 

 

Acceleration of termination of policy of deposit insurance

31.1 (1) Despite any other provision of this Act, if, at any time after a notice of termination has been given to a

Résiliation anticipée de la police d’assurance-dépôts

31.1 (1) Malgré les autres dispositions de la présente loi, la Société est tenue de donner à l’institution

 

 

Current to February 11, 2020

   38    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Termination and Cancellation of Insurance

  

Résiliation et annulation de l’assurance

Sections 31.1-32

  

Articles 31.1-32

            

  

            

 

provincial member institution under subsection 31(1), the Corporation concludes that

(a) the financial condition of the provincial member institution has deteriorated since the giving of the notice, and

(b) the interests of depositors will be adversely affected by any further delay in terminating the provincial member institution’s policy of deposit insurance,

the Corporation shall without delay send a notice by registered mail, or deliver a notice by hand, to the provincial member institution and to the appropriate provincial Minister, to the effect that the policy of deposit insurance of the institution will be terminated on the expiration of a period of five days after the receipt of the notice by the institution.

provinciale membre à qui elle a transmis le préavis de résiliation prévu au paragraphe 31(1) et au ministre provincial compétent un nouveau préavis portant que la police d’assurance-dépôts de l’institution sera résiliée à l’expiration des cinq jours suivant la réception de celui-ci par l’institution, si elle est convaincue :

a) d’une part, que la situation financière de l’institution s’est détériorée depuis le premier préavis;

b) d’autre part, que les intérêts des déposants seront lésés si la police n’est pas résiliée sans délai.

Le préavis peut être transmis par courrier recommandé ou remis personnellement.

 

 

Revocation

(2) The Board of Directors of the Corporation or one of its committees established for the purpose may, before the expiry of the period specified in the notice, revoke the notice if, after considering any written representations made by the provincial member institution, it is satisfied that it is appropriate to do so.

(3) [Repealed, 2007, c. 6, s. 414]

 

Annulation du préavis

(2) Le conseil d’administration de la Société, ou un de ses comités établi à cette fin, peut, s’il l’estime indiqué, avant l’expiration du délai prévu dans le préavis, annuler celui-ci après avoir pris en considération toute observation écrite présentée par l’institution provinciale membre.

(3) [Abrogé, 2007, ch. 6, art. 414]

 

 

Revocation

(4) The Corporation shall revoke a notice sent or delivered under subsection (1) where the appropriate provincial Minister or provincial supervisor, as the case may be, has taken control of the provincial member institution or its assets.

 

Annulation du préavis

(4) La Société annule le préavis prévu au paragraphe (1) dans les cas où soit le ministre provincial compétent, soit le contrôleur provincial, a pris le contrôle de l’institution provinciale membre ou des éléments d’actif de celle-ci.

 

 

Termination of policy

(5) Unless a notice sent or delivered under subsection (1) is revoked under subsection (3) or (4), the policy of deposit insurance of the provincial member institution to which the notice was sent or delivered shall terminate on the expiration of the period specified in the notice.

Résiliation de la police

(5) Sauf cas d’annulation du préavis prévus aux paragraphes (3) ou (4), la police d’assurance-dépôts de l’institution provinciale membre à qui le préavis prévu au paragraphe (1) a été transmis est résiliée dès l’expiration du délai qui y est mentionné.

 

 

Effect of revocation

(6) The revocation of a notice under subsection (3) or (4) does not revoke a notice given under subsection 31(1).

R.S., 1985, c. 18 (3rd Supp.), s. 62; 1996, c. 6, s. 37; 2007, c. 6, s. 414.

Effet de l’annulation

(6) L’annulation du préavis prévu aux paragraphes (3) ou (4) n’entraîne pas l’annulation de celui qui a été donné en application du paragraphe 31(1).

L.R. (1985), ch. 18 (3e suppl.), art. 62; 1996, ch. 6, art. 37; 2007, ch. 6, art. 414.

 

 

Termination of policy by provincial member institution

32 (1) A provincial member institution may terminate a policy of deposit insurance by giving such notice of termination as may be required by the policy.

Résiliation par une institution provinciale membre

32 (1) Une institution provinciale membre peut résilier sa police d’assurance-dépôts en donnant l’avis de résiliation prévu par celle-ci.

 

 

Current to February 11, 2020

   39    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Termination and Cancellation of Insurance

  

Résiliation et annulation de l’assurance

Sections 32-34

  

Articles 32-34

            

  

            

 

Effect of termination

(2) Unless the policy of deposit insurance of a provincial member institution otherwise provides, section 34 applies in respect of deposits with the institution on the termination of the policy by the institution.

R.S., 1985, c. C-3, s. 32; R.S., 1985, c. 18 (3rd Supp.), s. 62.

Effet de la résiliation

(2) Sauf disposition contraire de la police d’assurance-dépôts de l’institution provinciale membre, l’article 34 s’applique aux dépôts que celle-ci détient au moment de la résiliation.

L.R. (1985), ch. C-3, art. 32; L.R. (1985), ch. 18 (3e suppl.), art. 62.

 

 

Cancellation

33 (1) Subject to subsection (3), the policy of deposit insurance of a member institution may be cancelled by the Corporation if, in the opinion of the Corporation, the member institution

(a) is or is about to become insolvent;

(b) has ceased to accept deposits; or

(c) has not begun to accept deposits within a period of two years beginning on the day on which it became a member institution.

 

Annulation

33 (1) Sous réserve du paragraphe (3), la police d’assurance-dépôts d’une institution membre peut être annulée par la Société si, à son avis, l’institution :

a) soit est insolvable ou est sur le point de le devenir;

b) soit a cessé d’accepter des dépôts;

c) soit n’a pas commencé à accepter des dépôts au cours de la période de deux ans débutant le jour où elle est devenue une institution membre.

 

 

Cancellation

(2) If a member institution intends to cease to accept deposits, it must notify the Corporation and the institution’s policy of deposit insurance may, subject to subsection (3), be cancelled by the Corporation.

 

Annulation

(2) Si elle envisage de cesser d’accepter des dépôts, l’institution membre en informe la Société. Le cas échéant, la police d’assurances-dépôts peut, sous réserve du paragraphe (3), être annulée par la Société.

 

 

No cancellation in certain cases

(3) The Corporation shall notify the Minister and the Superintendent of the action it is proposing to take under subsection (1) or (2) and it shall not take the action if it is advised by the Minister that in the opinion of the Minister taking the action would not be in the public interest.

R.S., 1985, c. C-3, s. 33; R.S., 1985, c. 18 (3rd Supp.), s. 62; 1996, c. 6, s. 38; 2007, c. 6, s. 415; 2012, c. 5, s. 194.

 

Annulation contraire à l’intérêt public

(3) La Société avise le ministre et le surintendant de sa décision, mais elle ne peut la mettre à exécution si, de l’avis du ministre, elle est contraire à l’intérêt public.

L.R. (1985), ch. C-3, art. 33; L.R. (1985), ch. 18 (3e suppl.), art. 62; 1996, ch. 6, art. 38; 2007, ch. 6, art. 415; 2012, ch. 5, art. 194.

 

 

Effect of termination or cancellation

34 (1) If the policy of deposit insurance of a member institution is terminated or cancelled by the Corporation, the deposits with the institution on the day the termination or cancellation takes effect, less any withdrawals from those deposits, continue to be insured under the terminated or cancelled policy of deposit insurance for a period of two years or, in the case of a term deposit with a remaining term exceeding two years, to the maturity of the term deposit.

 

Effet de l’annulation ou de la résiliation

34 (1) Malgré l’annulation de la police d’assurance-dépôts ou sa résiliation, les dépôts détenus par l’institution membre à la date de prise d’effet de l’annulation ou de la résiliation, défalcation faite des retraits opérés sur ces dépôts, continuent d’être couverts par la police d’assurance-dépôts pour une période de deux ans ou, s’il s’agit d’un dépôt à terme dont le terme à courir dépasse deux ans, jusqu’à son exigibilité.

 

 

Non-application of continued coverage

(2) Subsection (1) does not apply in respect of a deposit with

(a) a member institution if the deposit has been assumed by another member institution; or

Couverture interrompue

(2) Le paragraphe (1) ne s’applique pas :

a) au dépôt détenu par une institution membre qui a été pris en charge par une autre;

b) au dépôt effectué auprès d’une ancienne institution membre qui a été autorisée à accepter des dépôts

 

 

Current to February 11, 2020

   40    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Termination and Cancellation of Insurance

  

Résiliation et annulation de l’assurance

Sections 34-35

  

Articles 34-35

            

  

            

 

(b) a former member institution that has received authorization to accept deposits payable in Canada without being a member institution and the policy of deposit insurance of which has been cancelled.

 

payables au Canada sans avoir la qualité d’institution membre et dont la police d’assurance-dépôts a été annulée.

 

 

Corporations not member institutions

(3) A corporation is not considered to be a member institution by reason only that its deposits continue to be insured under subsection (1).

Précision

(3) Une personne morale ne conserve pas la qualité d’institution membre du seul fait que ses dépôts continuent d’être assurés en vertu du paragraphe (1).

 

 

Continuing obligations

(4) Termination or cancellation of a policy of deposit insurance does not relieve a former member institution from obligations and liabilities to the Corporation that have accrued before the termination or cancellation.

 

Obligations ou dettes envers la Société

(4) L’annulation de l’assurance-dépôts ou la résiliation de la police n’ont pas pour effet de soustraire l’ancienne institution membre aux obligations ou aux dettes que celle-ci a contractées auprès de la Société avant qu’elles ne surviennent.

 

Amendment of order

(5) If the policy of deposit insurance of a federal member institution is cancelled by the Corporation under paragraph 33(1)(b) or (c) or subsection 33(2), the Superintendent must, under paragraph 54(1)(a) of the Bank Act, paragraph 62(1)(a) of the Cooperative Credit Associations Act or paragraph 58(1)(b) of the Trust and Loan Companies Act, as the case may be, amend the federal member institution’s order approving the commencement and carrying on of business to prohibit the institution from accepting deposits in Canada.

R.S., 1985, c. C-3, s. 34; 1996, c. 6, s. 39; 1999, c. 28, s. 107; 2007, c. 6, s. 416; 2012, c. 5, s. 195.

 

Modification de l’agrément de fonctionnement

(5) En cas d’annulation de la police d’assurance-dépôts d’une institution fédérale membre au titre des alinéas 33(1)b) ou c) ou du paragraphe 33(2), le surintendant modifie en conséquence son agrément de fonctionnement en conformité avec l’alinéa 54(1)a) de la Loi sur les banques, le paragraphe 62(1) de la Loi sur les associations coopératives de crédit ou l’alinéa 58(1)b) de la Loi sur les sociétés de fiducie et de prêt, selon le cas, pour lui interdire d’accepter des dépôts au Canada.

L.R. (1985), ch. C-3, art. 34; 1996, ch. 6, art. 39; 1999, ch. 28, art. 107; 2007, ch. 6, art. 416; 2012, ch. 5, art. 195.

 

 

Creditor remedies available

35 (1) Where in the opinion of the Corporation a member institution is or is about to become insolvent, the Corporation is deemed to be a creditor of the member institution and the Corporation may initiate and take any measures or proceedings that a creditor of the member institution may initiate or take under law to preserve the assets of the member institution or to have it wound up or liquidated.

 

Droits aux recours ouverts aux créanciers

35 (1) Si elle estime qu’une institution membre est insolvable ou sur le point de le devenir, la Société est réputée être un créancier de cette institution et elle peut recourir aux mesures ou procédures que le droit met à la portée des créanciers de l’institution pour en protéger l’actif ou en provoquer la liquidation.

 

 

No measures to be taken in certain cases

(1.1) The Corporation shall notify the Minister of the action it is proposing to take under subsection (1) and shall not take the action if it is advised by the Minister that in the opinion of the Minister taking the action would not be in the public interest.

Mesures spéciales

(1.1) La Société avise le ministre des mesures qu’elle se propose de prendre aux termes du paragraphe (1). Elle ne peut exécuter celles qui, de l’avis du ministre, sont contraires à l’intérêt public.

 

 

Presumption

(2) For the purposes of this section, the Corporation is deemed to be a creditor of a member institution despite the termination or cancellation of the institution’s policy of deposit insurance.

R.S., 1985, c. C-3, s. 35; R.S., 1985, c. 18 (3rd Supp.), s. 63; 1992, c. 27, s. 90; 1993, c. 34, s. 14; 1996, c. 6, s. 40; 2007, c. 6, s. 417.

Assimilation

(2) Pour l’application du présent article, la Société est réputée être créancière d’une institution membre malgré la résiliation ou l’annulation de la police d’assurance-dépôts de celle-ci.

L.R. (1985), ch. C-3, art. 35; L.R. (1985), ch. 18 (3e suppl.), art. 63; 1992, ch. 27, art. 90; 1993, ch. 34, art. 14; 1996, ch. 6, art. 40; 2007, ch. 6, art. 417.

 

 

Current to February 11, 2020

   41    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Termination and Cancellation of Insurance

  

Résiliation et annulation de l’assurance

Sections 36-37

  

Articles 36-37

            

  

            

 

Removal of references to deposit insurance

36 (1) If the policy of deposit insurance of a member institution is terminated or cancelled, the member institution shall notify its depositors of that fact and shall remove all references to deposit insurance under this Act from all forms of advertising by the institution.

Suppression de toute mention d’assurance-dépôts

36 (1) L’institution membre dont la police d’assurance-dépôts a été annulée ou résiliée, selon le cas, est tenue de révéler ce fait à ses déposants et de retrancher, de tous ses textes publicitaires, toute mention relative à l’assurance-dépôts prévue par la présente loi.

 

 

Public notice

(2) The Corporation may, in the manner and through any news media that it considers appropriate, give public notice of the termination or cancellation of the policy of deposit insurance of a member institution if, in the opinion of the Corporation, the public interest requires that such notice be given.

R.S., 1985, c. C-3, s. 36; 2007, c. 6, s. 418.

Avis public

(2) La Société peut, selon les modalités et par les moyens d’information qu’elle juge appropriés, donner un avis public de l’annulation ou de la résiliation de la police d’assurance-dépôts d’une institution membre, si elle estime que l’intérêt public justifie cette mesure.

L.R. (1985), ch. C-3, art. 36; 2007, ch. 6, art. 418.

 

 

Provincial Insuring Arrangements

Provincial deposit insurance

37 (1) If under the law of any province the government of the province or an agent of that government guarantees or insures any of the deposits with a provincial institution operating within the province, the Corporation, subject to section 17.1 and any agreement entered into under subsection (3), may

(a) insure some or all of the deposits with the institution; or

(b) amend the institution’s policy of deposit insurance, to exclude from the policy any of the deposits with the institution.

(2) [Repealed, 2007, c. 6, s. 419]

Arrangements avec les provinces

Assurance-dépôts provinciale

37 (1) Si le gouvernement d’une province ou un mandataire de celui-ci garantit ou assure, aux termes de la législation provinciale, certains dépôts détenus par une institution provinciale exerçant ses activités dans la province, la Société, sous réserve de l’article 17.1 et de tout accord conclu en vertu du paragraphe (3), peut, en ce qui concerne cette institution :

a) assurer tout ou partie des dépôts qu’elle détient;

b) modifier, pour en exclure certains dépôts, sa police d’assurance-dépôts.

(2) [Abrogé, 2007, ch. 6, art. 419]

 

 

Agreement with province

(3) The Corporation may, with the approval of the Governor in Council, enter into an agreement with the government, or an agent of the government, of a province referred to in subsection (1), to provide for reciprocal arrangements relating to the administration or operation of the law of that province and of this Act.

Accords avec une province

(3) La Société peut, avec l’approbation du gouverneur en conseil, conclure avec le gouvernement ou le mandataire visés au paragraphe (1) un accord prévoyant des arrangements réciproques quant à l’application de la législation de cette province et à celle de la présente loi.

 

 

Regulations

(4) For the purpose of enabling the Corporation to carry out an insuring arrangement referred to in subsection (1) or provided for in an agreement under subsection (3), the Governor in Council may, by regulation, make provision for any matter or thing arising from the insuring arrangement or agreement.

Règlements

(4) Le gouverneur en conseil peut, par règlement, prendre toute mesure utile à la mise en œuvre par la Société des arrangements ou accords prévus aux paragraphes (1) et (3).

 

 

Current to February 11, 2020

   42    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Provincial Insuring Arrangements

  

Arrangements avec les provinces

Sections 37-39

  

Articles 37-39

            

  

            

 

Refund of premiums

(5) Where the Corporation during any premium year ceases to insure any of the deposits held by a member institution that is a provincial institution, by reason of the fact that such deposits are guaranteed or insured pursuant to the law of a province, the Corporation may refund to that provincial institution the proportion of the premium paid by the provincial institution to the Corporation for that premium year in respect of those deposits that bears the same relation to the premium for the full premium year in respect of those deposits that the unexpired part of the premium year bears to the full premium year, but in no case shall a refund be made that will reduce the premium paid by the provincial institution to the Corporation for the premium year to less than five thousand dollars.

Remboursement des primes

(5) Si elle cesse d’assurer des dépôts détenus par une institution provinciale membre du fait que ceux-ci sont garantis ou assurés aux termes de la législation provinciale, la Société peut rembourser à cette institution, sur la prime que celle-ci a versée à l’égard de ces dépôts pour l’exercice comptable des primes en cours, la partie de la prime correspondant à ces dépôts, au prorata de la fraction non écoulée de cet exercice; elle ne peut toutefois ramener à moins de cinq mille dollars le montant de la prime à verser par l’institution pour cet exercice comptable des primes.

 

 

Saving

(6) Nothing in this section shall be construed as authorizing the Corporation to insure deposits contrary to section 12.

Réserve

(6) Le présent article n’a pas pour effet d’autoriser la Société à assurer les dépôts visés à l’article 12.

 

 

Definition of deposits

(7) In this section, deposits includes a part of a deposit.

R.S., 1985, c. C-3, s. 37; R.S., 1985, c. 18 (3rd Supp.), s. 64; 2007, c. 6, s. 419.

Définition de dépôts

(7) Au présent article, dépôts s’entend en outre d’une partie d’un dépôt.

L.R. (1985), ch. C-3, art. 37; L.R. (1985), ch. 18 (3e suppl.), art. 64; 2007, ch. 6, art. 419.

 

 

Agreements for examination of provincial institutions

38 (1) Notwithstanding section 28, the Corporation may enter into an agreement with the government, or an agent of the government, of a province referred to in subsection 37(1) to provide for

(a) the exchange between the Corporation and that government or agent of information that is obtained by any examination of provincial institutions required by this Act or the law of that province; and

(b) special examinations, by representatives of both parties to the agreement and at the request of either party, of any of the provincial institutions that are member institutions operating in that province.

Accords en vue de l’examen des institutions provinciales

38 (1) Malgré l’article 28, la Société peut conclure avec le gouvernement ou le mandataire visés au paragraphe 37(1) un accord prévoyant :

a) l’échange entre les parties de renseignements provenant de l’examen des institutions provinciales requis par la présente loi ou la législation provinciale;

b) le recours à des examens spéciaux d’institutions provinciales membres exerçant leur activité dans la province à effectuer par des représentants des deux parties, sur demande de l’une d’elles.

 

 

In lieu of examination

(2) The Corporation may accept information received from an exchange of information referred to in paragraph (1)(a) in lieu of any examination required by this Act.

R.S., c. C-3, s. 32.

 

Assimilation à l’examen

(2) La Société peut considérer les renseignements reçus à la suite de l’échange visé à l’alinéa (1)a) comme tenant lieu de tout examen requis par la présente loi.

S.R., ch. C-3, art. 32.

 

 

Short term loans to insuring agents

39 The Corporation may, with the approval of the Governor in Council and on such terms and conditions as the

Prêts à court terme aux mandataires assureurs

39 La Société peut, avec l’approbation du gouverneur en conseil et selon les modalités qu’il fixe, conclure, avec un

 

 

Current to February 11, 2020

   43    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Provincial Insuring Arrangements

  

Arrangements avec les provinces

Sections 39-39.1

  

Articles 39-39.1

            

  

            

 

Governor in Council may prescribe, enter into an agreement with an agent of the government of a province that guarantees or insures deposits with provincial institutions in that province, to extend to that agent short term loans, secured by such security as the Corporation deems adequate, to enable that agent to meet short term requirements for liquid funds arising from its operations.

R.S., c. C-3, s. 33.

mandataire du gouvernement d’une province qui garantit ou assure les dépôts détenus par des institutions provinciales dans la province, un accord en vue de lui consentir des prêts à court terme, garantis par les sûretés qu’elle estime suffisantes, afin de lui permettre de faire face à ses besoins de liquidités à court terme dans le cadre de ses activités.

S.R., ch. C-3, art. 33.

 

 

Restructuring of Federal Member Institutions

Resolution Plans

Submission of plan

39.01 A domestic systemically important bank shall, on the request of the Corporation, develop and maintain a resolution plan that meets the requirements referred to in paragraph 11(2)(e) and shall submit that plan to the Corporation.

2017, c. 20, s. 110.

Restructuration des institutions fédérales membres

Plans de règlement

Soumission des plans

39.01 La banque d’importance systémique nationale doit, à la demande de la Société, élaborer et tenir à jour un plan de règlement qui est conforme aux exigences visées à l’alinéa 11(2)e) et soumettre ce plan à la Société.

2017, ch. 20, art. 110.

 

 

Vesting in Corporation and Appointing Corporation as Receiver

Report of Superintendent

39.1 (1) Where the Superintendent is of the opinion that

(a) a federal member institution has ceased, or is about to cease, to be viable, and

(b) the viability of the federal member institution cannot be restored or preserved by the exercise of the Superintendent’s powers under the Bank Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act,

the Superintendent, after providing the federal member institution with a reasonable opportunity to make representations, shall, in writing, report thereon to the Corporation.

Dévolution à la Société et nomination de la Société comme séquestre

Rapport du surintendant

39.1 (1) Le surintendant doit, après avoir donné à l’institution l’occasion de présenter ses observations, signaler dans un rapport écrit, à la Société, tout cas où, selon lui, une institution fédérale membre a cessé d’être viable ou est sur le point de ne plus l’être, d’une part, et ne peut le redevenir ou le rester même s’il exerçait les pouvoirs prévus à la Loi sur les banques, à la Loi sur les sociétés de fiducie et de prêt ou à la Loi sur les associations coopératives de crédit, d’autre part.

 

 

Forming opinion

(2) For the purposes of subsection (1), the Superintendent may take into account all matters the Superintendent considers relevant, but in all cases the Superintendent shall have regard to whether, in the opinion of the Superintendent,

(a) the federal member institution is dependent to an excessive extent on loans, advances, guarantees or other financial assistance to sustain its operations;

Facteurs à prendre en compte

(2) Pour l’application du paragraphe (1), le surintendant prend en compte tous les facteurs qu’il juge pertinents; il doit notamment déterminer si, à son avis :

a) le maintien des opérations de l’institution fédérale membre dépend dans une trop grande mesure de prêts, d’avances, de garanties ou d’une autre aide financière;

 

 

Current to February 11, 2020

   44    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

Sections 39.1-39.11

  

Dévolution à la Société et nomination de la Sociétécomme séquestre

Articles 39.1-39.11

  

 

(b) the federal member institution has lost the confidence of depositors and the public;

(c) the federal member institution’s regulatory capital, within the meaning assigned to that expression by the Bank Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act, whichever is applicable, is or is about to become substantially deficient; or

(d) the federal member institution has failed to pay any liability that has become due and payable or will not be able to pay its liabilities as they become due and payable.

b) l’institution fédérale membre a perdu la confiance des déposants et du public;

c) son capital réglementaire, au sens de la Loi sur les banques, de la Loi sur les sociétés de fiducie et de prêt ou de la Loi sur les associations coopératives de crédit, selon le cas, est nettement insuffisant ou sur le point de l’être;

d) elle n’a pas acquitté une créance ou ne pourra faire face à ses obligations au fur et à mesure qu’elles deviendront exigibles.

 

 

Report by Superintendent on winding-up circumstances

(3) Where the Superintendent is of the opinion that

(a) circumstances exist in respect of a federal member institution that would allow the Superintendent to take control of the federal member institution under the Bank Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act, and

(b) if such control were taken, grounds would exist for the making of a winding-up order in respect of the federal member institution,

the Superintendent, after providing the federal member institution with a reasonable opportunity to make representations, shall, in writing, report thereon to the Corporation.

Rapport du surintendant

(3) Lorsqu’il est d’avis qu’une institution fédérale membre est dans une situation qui l’autorise, au titre de la Loi sur les banques, de la Loi sur les sociétés de fiducie et de prêt ou de la Loi sur les associations coopératives de crédit, à en prendre le contrôle et qu’il y aurait lieu, le cas échéant, de demander sa mise en liquidation, le surintendant lui donne l’occasion de présenter ses observations et fait un rapport écrit à la Société.

 

 

Urgency

(4) Despite subsections (1) and (3), the Superintendent may report to the Corporation orally if he or she is of the opinion that the federal member institution’s circumstances must be considered without delay.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2001, c. 9, s. 211; 2009, c. 2, s. 242.

Urgence

(4) Malgré les paragraphes (1) et (3), le surintendant peut faire rapport verbalement si, à son avis, l’institution fédérale membre est dans une situation qui doit être étudiée sans délai.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2001, ch. 9, art. 211; 2009, ch. 2, art. 242.

 

 

Request of Corporation

39.11 On receipt of a report made by the Superintendent under section 39.1, the Corporation may

(a) after determining that a transaction referred to in section 39.2 is reasonably likely to be expeditiously carried out after the making of the order, request the Minister to recommend that one or more orders be made under subsection 39.13(1); or

(b) in the case of a domestic systemically important bank, request the Minister to recommend that one or more orders be made under subsection 39.13(1) and that an order be made under subsection 39.13(1.3).

1992, c. 26, s. 11; 1996, c. 6, s. 41; 1999, c. 31, s. 28(F); 2016, c. 7, s. 130.

Demande de la Société

39.11 Sur réception du rapport du surintendant, la Société peut :

a) après avoir déterminé qu’une opération visée à l’article 39.2 sera probablement effectuée rapidement après la prise du décret, demander au ministre de recommander la prise d’un ou de plusieurs décrets en application du paragraphe 39.13(1);

b) dans le cas d’une banque d’importance systémique nationale, demander au ministre de recommander la prise d’un ou de plusieurs décrets en application du

 

 

Current to February 11, 2020

   45    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver    Dévolution à la Société et nomination de la Société comme séquestre

Sections 39.11-39.13

  

Articles 39.11-39.13

 

paragraphe 39.13(1) et d’un décret en application du paragraphe 39.13(1.3).

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 1999, ch. 31, art. 28(F); 2016, ch. 7, art. 130.

 

 

Recommendation of Minister

39.12 If a request referred to in section 39.11 is made by the Corporation, the Minister may, if he or she is of the opinion that it is in the public interest to do so, recommend to the Governor in Council that one or more orders be made under subsection 39.13(1) in respect of the federal member institution and, in the case of a domestic systemically important bank, that an order be made under subsection 39.13(1.3) in respect of that institution.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2016, c. 7, s. 130.

Order

39.13 (1) The Governor in Council may, on the recommendation of the Minister made under section 39.12, by order,

Recommandation du ministre

39.12 En cas de demande de la Société en ce sens et s’il est d’avis qu’il est dans l’intérêt public de le faire, le ministre peut recommander au gouverneur en conseil la prise, à l’égard de l’institution fédérale membre, d’un ou de plusieurs décrets en application du paragraphe 39.13(1) et, dans le cas d’une banque d’importance systémique nationale, d’un décret en application du paragraphe 39.13(1.3).

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2016, ch. 7, art. 130.

Décret

39.13 (1) Sur recommandation du ministre, le gouverneur en conseil peut prendre un décret :

 

 

(a) vest in the Corporation the shares and subordinated debt of the federal member institution that are specified in the order;

(b) appoint the Corporation as receiver in respect of the federal member institution;

(c) direct the Minister to incorporate a federal institution designated in the order as a bridge institution and specify the date and time as of which the federal member institution’s deposit liabilities are assumed; or

(d) direct the Corporation to carry out a conversion under subsection 39.2(2.3).

a) portant dévolution à la Société des actions et des dettes subordonnées de l’institution fédérale membre qui sont précisées dans le décret;

b) la nommant séquestre de celle-ci;

c) ordonnant au ministre de constituer une institution fédérale, conférant à celle-ci le statut d’institution-relais et précisant le moment à compter duquel les obligations sous forme de dépôts de l’institution fédérale membre sont prises en charge;

d) ordonnant à la Société d’effectuer la conversion visée au paragraphe 39.2(2.3).

 

 

Condition precedent

(1.1) The making of an order, under paragraph (1)(b), appointing the Corporation as receiver of the federal member institution is a condition precedent to the making of an order under paragraph (1)(c) in respect of the federal member institution.

Conditions for conversion

(1.2) An order may be made under paragraph (1)(d) in respect of the federal member institution only if the institution is a domestic systemically important bank and an order has also been made under paragraph (1)(a) or (b) in respect of the institution.

Order — longer period

(1.3) The Governor in Council may, on the recommendation of the Minister made under section 39.12, by order, require the Corporation to apply for a winding-up order in respect of the federal member institution in accordance with subsection 39.22(1.1).

Condition préalable

(1.1) La prise d’un décret qui nomme, en vertu de l’alinéa (1)b), la Société séquestre d’une institution fédérale membre constitue une condition préalable à la prise d’un décret au titre de l’alinéa (1)c) à l’égard de cette institution.

Conditions relatives à la conversion

(1.2) Un décret ne peut être pris en vertu de l’alinéa (1)d) à l’égard de l’institution fédérale membre que si elle est une banque d’importance systémique nationale et qu’un décret a aussi été pris au titre des alinéas (1)a) ou b) à son égard.

Décret : période plus longue

(1.3) Sur la recommandation du ministre faite au titre de l’article 39.12, le gouverneur en conseil peut prendre un décret exigeant que la Société demande, à l’égard de l’institution fédérale membre, une ordonnance de liquidation conformément au paragraphe 39.22(1.1).

 

 

Current to February 11, 2020

   46    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

   Dévolution à la Société et nomination de la Société comme séquestre

Section 39.13

  

Article 39.13

 

Effects of vesting order

(2) An order made under paragraph (1)(a)

(a) vests in the Corporation the shares and subordinated debt that are subject to the order, free from any adverse claim, including any claim that a transfer was wrongful or that a particular adverse person was the owner of or had an interest or right in respect of the shares or subordinated debt, even though the Corporation knows of the adverse claim;

(b) extinguishes any such adverse claim to the extent that the claim is a claim that a person other than the Corporation is the owner of or has an interest or right in respect of the shares or subordinated debt;

(c) does not extinguish any such adverse claim to the extent that the claim is a personal claim against a person other than the Corporation or a person claiming under it;

(d) does not prevent a secured creditor or assignee or successor in interest of the person who was the holder of the shares or subordinated debt immediately before the making of the order from being entitled to receive compensation under section 39.23; and

(e) gives the Corporation the right to recover, out of the assets of the federal member institution and in priority to all other claims, all the costs, charges and expenses properly incurred by the Corporation in furtherance of the order, including those related to its operation of the institution.

But du décret portant dévolution

(2) Le décret pris au titre de l’alinéa (1)a) :

a) porte dévolution à la Société des actions et des dettes subordonnées visées par le décret, libres de toute opposition, notamment toute allégation soit d’illégalité du transfert, soit d’un droit ou d’un intérêt de l’opposant sur ces dernières, entre autres à titre de propriétaire, même si la Société en connaissait l’existence;

b) éteint toute opposition dans la mesure où celle-ci est fondée sur le droit ou l’intérêt d’une autre personne que la Société sur les actions ou dettes, entre autres à titre de propriétaire;

c) ne l’éteint pas dans la mesure où il s’agit d’une opposition personnelle à l’encontre d’une autre personne que la Société ou un ayant cause de celle-ci;

d) ne porte pas atteinte au droit du créancier garanti ou de l’ayant cause de la personne qui détenait des actions ou des dettes subordonnées au moment de la prise du décret de recevoir l’indemnité visée à l’article 39.23;

e) donne à la Société le droit de recouvrer, sur l’actif de l’institution fédérale membre et en priorité sur toutes les autres créances contre celle-ci, les dépenses, charges et frais légitimes qu’elle a engagés pour la réalisation de l’objet du décret, notamment ceux liés au fonctionnement de l’institution.

 

 

Federal credit union

(2.1) In addition to subsection (2), if an order made under paragraph (1)(a) is in respect of a federal credit union, the Corporation has the powers, rights and privileges it would have if it were a member of the federal credit union and the federal credit union is exempt from any requirement to have a minimum number of members for so long as the shares are vested in the Corporation.

 

Coopérative de crédit fédérale

(2.1) En outre, si le décret portant dévolution est pris à l’égard d’une coopérative de crédit fédérale, la Société détient les pouvoirs, droits et privilèges conférés à un membre de la coopérative de crédit fédérale et celle-ci est soustraite à l’obligation de maintenir un nombre minimal de membres tant que ses actions sont dévolues à la Société.

 

 

Effects of receivership order

(3) An order made under paragraph (1)(b)

(a) constitutes the Corporation as the exclusive receiver of the assets and undertaking of the federal member institution or of such part thereof as may be specified in the order;

Décret nommant séquestre

(3) Le décret pris en vertu de l’alinéa (1)b) fait de la Société le séquestre unique de tout ou partie de l’actif et de l’entreprise de l’institution fédérale membre, selon les termes du décret, et lui donne le pouvoir, entre autres :

a) de prendre possession de l’actif et de forcer toute personne, notamment un autre séquestre ou un créancier, à céder la possession et le contrôle de l’actif et à rendre compte;

 

 

Current to February 11, 2020

   47    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

   Dévolution à la Société et nomination de la Société comme séquestre

Section 39.13

  

Article 39.13

 

(b) gives the Corporation, as receiver, in respect of the assets and undertaking of the federal member institution or such part thereof as may be specified in the order, the power to

(i) enter the federal member institution and take possession and control of the assets and require any person therein to account for and deliver up to the Corporation possession and control of the assets,

(ii) subject to subparagraph (iii), sell or otherwise dispose of the assets and undertaking by private or public sale or in such other manner and on such terms and conditions as the Corporation deems appropriate,

(iii) sell or otherwise dispose of any asset that is subject to an agreement creating a security interest to any person who agrees to assume the obligation secured by the security interest,

(iv) arrange for the assumption by any person of all or any part of the federal member institution’s liabilities,

(v) carry on the business of the federal member institution to the extent that the Corporation deems is necessary or beneficial to the receivership,

(vi) sue for, defend, compromise and settle, in the name of the federal member institution, any claim made by or against it,

(vii) in the name of the federal member institution, do all acts and execute all receipts and other documents and for that purpose, when necessary, use its seal, and

(viii) do all such other things as may be necessary or incidental to the exercise of the Corporation’s rights, powers, privileges and immunities as receiver; and

(c) gives the Corporation the right to recover, out of the assets of the federal member institution and in priority to all other claims, all the costs, charges and expenses properly incurred by the Corporation in furtherance of the order, including those related to its operation of the institution.

b) sous réserve de l’alinéa c), d’aliéner les éléments d’actif et l’entreprise, notamment par vente publique ou privée de la façon et suivant les conditions jugées utiles par la Société;

c) d’aliéner les éléments d’actif visés par un accord créant une sûreté en faveur de la personne qui prend en charge l’obligation qui en est l’objet;

d) de faire les arrangements nécessaires pour qu’une personne prenne en charge le passif de l’institution fédérale membre;

e) d’exploiter l’entreprise de l’institution fédérale membre dans la mesure où elle l’estime nécessaire ou avantageux dans le cadre de la mise sous séquestre;

f) d’intenter ou de contester, au nom d’une institution fédérale membre, toute action relative à des créances ou dettes de celle-ci et, dans le cadre de ces actions, de transiger ou de faire des compromis, en son nom;

g) de faire tous actes, passer et signer tous contrats, reçus et autres documents au nom de l’institution fédérale membre, et employer à cette fin, si nécessaire, le sceau de l’institution;

h) de faire tout acte nécessaire à l’exercice de ses attributions à titre de séquestre.

Le décret lui donne également le droit de recouvrer, sur l’actif de l’institution fédérale membre et en priorité sur toutes les autres créances contre celle-ci, les dépenses, charges et frais légitimes qu’elle a engagés pour la réalisation de l’objet du décret, notamment ceux liés au fonctionnement de l’institution.

 

 

For greater certainty — bankruptcy

(4) For greater certainty, shares and subordinated debt that are subject to an order made under paragraph (1)(a) and that, immediately before the making of the order, are vested in a trustee in bankruptcy under the Bankruptcy and Insolvency Act are vested in the Corporation.

 

Précision : faillite

(4) Il est entendu que les actions et les dettes subordonnées visées par le décret pris au titre de l’alinéa (1)a), qui, au moment de la prise du décret, étaient dévolues à un syndic de faillite en vertu de la Loi sur la

 

 

Current to February 11, 2020

   48    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

   Dévolution à la Société et nomination de la Société comme séquestre

Section 39.13

  

Article 39.13

 

faillite et l’insolvabilité, sont dévolues par le décret à la Société.

 

 

For greater certainty — exercising rights

(4.1) For greater certainty, an order made under paragraph (1)(a) or (b) prevents any person, other than the Corporation, who is the holder of shares or subordinated debt or other debts or liabilities of the federal member institution or who is a party to or a beneficiary of a contract with the institution, and any secured creditor or assignee or successor in interest of such a person, from exercising any voting or other rights arising from the person’s status in any manner that could defeat or interfere with the rights, powers, privileges and immunities of the Corporation as holder of shares or subordinated debt or as receiver, as the case may be.

Précision : exercice de droits

(4.1) Il est entendu que le décret pris au titre des alinéas (1)a) ou b) empêche toute personne, sauf la Société, détentrice d’actions ou de dettes subordonnées ou d’autres dettes ou d’éléments du passif de l’institution fédérale membre ou partie à un contrat avec l’institution ou bénéficiaire de celui-ci, et tout créancier garanti ou ayant cause de cette personne d’exercer quelque droit, notamment un droit de vote, rattaché à son statut d’une façon qui pourrait porter préjudice aux attributions de la Société en tant que détenteur d’actions ou de dettes subordonnées ou en tant que séquestre, selon le cas.

 

 

Receiver order dealings

(5) Where an order is made under paragraph (1)(b),

(a) the Corporation, as receiver, may exercise its powers, rights, privileges and immunities without leave, approval or other intervention of a court, but may seek the assistance of a superior court in order to give effect to those powers, rights, privileges and immunities,

(b) an asset of the federal member institution that is acquired from the Corporation, as receiver, shall, except to the extent that it is an asset referred to in sub-paragraph (3)(b)(iii), be acquired free of any adverse claim of the federal member institution or any other person, and

(c) the Corporation, as receiver, may cause or refrain from causing any obligation of the federal member institution to be performed and may cause the federal member institution to incur an obligation or do so on its behalf,

and the Corporation shall not, by reason of its appointment as receiver or any action taken by it, be held to have assumed or incurred any obligation of the federal member institution for its own account.

Pouvoirs du séquestre

(5) Le décret nommant la Société séquestre n’a pas pour effet de la rendre responsable des obligations de l’institution fédérale membre ni de ses actes posés en qualité de séquestre. Il a toutefois pour effet :

a) de lui permettre, à ce titre, d’exercer ses attributions sans l’autorisation d’une cour supérieure, quoiqu’elle puisse y recourir pour faire respecter ses décisions;

b) d’immuniser les biens d’une institution fédérale membre, autres que ceux visés à l’alinéa (3)c), acquis de la Société en sa qualité de séquestre, contre les recours en réclamation, y compris ceux de l’institution fédérale membre;

c) de lui permettre soit d’empêcher l’exécution d’une obligation de l’institution fédérale membre, soit d’autoriser celle-ci à s’obliger, soit de s’obliger pour elle.

 

 

Non-liability — environmental matters

(5.1) Without limiting the generality of subsection (5) and despite anything in federal or provincial law, the Corporation, as receiver, is not liable in that capacity for any environmental condition that arose or environmental damage that occurred

(a) before the Corporation’s appointment as receiver; or

(b) after the Corporation’s appointment as receiver unless it is established that the condition arose or the

 

Non-responsabilité : questions environnementales

(5.1) Sans que soit limitée la portée du paragraphe (5) et par dérogation au droit fédéral et provincial, la Société, en tant que séquestre, est dégagée de toute responsabilité découlant de tout fait ou dommage affectant l’environnement survenu :

a) avant sa nomination à ce titre;

b) après sa nomination, à moins qu’il ne soit établi que le fait ou le dommage résulte de sa négligence

 

 

Current to February 11, 2020

   49    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

   Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

   Dévolution à la Société et nomination de la Société comme séquestre

Section 39.13

  

Article 39.13

 

damage occurred as a result of the Corporation’s gross negligence or wilful misconduct or, in Quebec, the Corporation’s gross or intentional fault.

grave ou de son inconduite volontaire ou, au Québec, de sa faute lourde ou intentionnelle.

 

 

Reports, etc., still required

(5.2) Nothing in subsection (5.1) exempts the Corporation, as receiver, from any duty to report or make disclosure imposed by a law referred to in that subsection.

Rapports et autres toujours requis

(5.2) Le paragraphe (5.1) ne dispense pas la Société, en tant que séquestre, de l’obligation de faire rapport ou de communiquer des renseignements prévue par le droit applicable en l’espèce.

 

 

Non-liability — certain orders

(5.3) Without limiting the generality of subsection (5) and despite anything in federal or provincial law but subject to subsection (5.2), if an order is made that has the effect of requiring the Corporation, as receiver, to remedy any environmental condition or environmental damage affecting property involved in the receivership, the Corporation, as receiver, is not liable for failure to comply with the order, and is not liable for any costs that are or would be incurred by any person in carrying out the terms of the order,

(a) if, within the time that is specified in the order, or within 10 days after the appointment of the Corporation as receiver if the order is in effect when the Corporation is appointed as receiver, the Corporation, as receiver,

(i) complies with the order, or

(ii) on notice to the person who issued the order, abandons, disposes of or otherwise releases any interest in any real property, or any right in any immovable, affected by the condition or damage; or

(b) if the Corporation, as receiver, had, before the order was made, abandoned, disposed of or otherwise released any interest in any real property, or any right in any immovable, affected by the condition or damage.

Non-responsabilité : certains décrets

(5.3) Sans que soit limitée la portée du paragraphe (5) et par dérogation au droit fédéral et provincial mais sous réserve du paragraphe (5.2), lorsqu’un décret a pour effet d’obliger la Société, en tant que séquestre, à réparer le fait ou le dommage affectant l’environnement et touchant une propriété visée par une mise sous séquestre, elle est, à ce titre, dégagée de toute responsabilité découlant du non-respect du décret et de toute responsabilité relativement aux frais engagés ou pouvant l’être par toute personne lors de l’exécution des modalités du décret dans les cas suivants :

a) la Société, en tant que séquestre, dans le délai précisé dans le décret ou, si le décret est en vigueur au moment de sa nomination, dans les dix jours suivant sa nomination, selon le cas :

(i) se conforme au décret,

(ii) sur avis à la personne qui a pris le décret, abandonne tout droit sur l’immeuble en cause ou tout intérêt sur le bien réel en cause, en dispose ou s’en déssaisit;

b) la Société, en tant que séquestre, avait, avant la prise du décret, abandonné tout droit sur l’immeuble en cause ou tout intérêt sur le bien réel en cause, en avait disposé ou s’en était dessaisi.

 

 

Non-liability — employees

(5.4) Without limiting the generality of subsection (5) and despite anything in federal or provincial law, the Corporation, as receiver, is not liable in respect of a liability, including one as a successor employer,

(a) that is in respect of the employees or former employees of the federal member institution or a predecessor of the federal member institution or in respect of a pension plan for the benefit of those employees or former employees; and

 

Non responsabilité : employés

(5.4) Sans que soit limitée la portée du paragraphe (5) et par dérogation au droit fédéral et provincial, la Société, en tant que séquestre, n’est aucunement responsable des obligations, y compris celles d’employeur successeur, qui, à la fois :

a) ont trait aux employés ou aux anciens employés de l’institution fédérale membre ou d’un de ses prédécesseurs ou à un régime de retraite pour le bénéfice de ces employés ou anciens employés;

 

 

Current to February 11, 2020

   50    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme  séquestre

Sections 39.13-39.14

  

Articles 39.13-39.14

 

 

(b) that existed before the Corporation is appointed as receiver or that is calculated by reference to a period before the Corporation’s appointment.

 

b) existaient avant sa nomination en tant que séquestre ou sont calculées en fonction d’une période antérieure à celle-ci.

 

 

Liability of other successor employers

(5.5) Subsection (5.4) does not affect the liability of a successor employer other than the Corporation, as receiver.

Obligations d’un employeur successeur

(5.5) Le paragraphe (5.4) ne dégage de sa responsabilité aucun employeur successeur autre que la Société en tant que séquestre.

 

 

Order conclusive

(6) An order made under this section and any action taken or decision made in furtherance of such an order are for all purposes final and conclusive and shall not be questioned or reviewed in any court.

1992, c. 26, ss. 11, 16; 1996, c. 6, s. 41; 2009, c. 2, s. 243; 2010, c. 12, ss. 1888, 2100; 2012, c. 5, s. 196; 2016, c. 7, s. 131.

39.131 [Repealed, 2016, c. 7, s. 132]

39.132 [Repealed, 2016, c. 7, s. 132]

Caractère définitif

(6) Le décret pris au titre du présent article ainsi que toute action ou décision prise pour la réalisation de son objet sont, à tous égards, définitifs et ne sont susceptibles d’aucun recours judiciaire.

1992, ch. 26, art. 11 et 16; 1996, ch. 6, art. 41; 2009, ch. 2, art. 243; 2010, ch. 12, art. 1888 et 2100; 2012, ch. 5, art. 196; 2016, ch. 7, art. 131.

39.131 [Abrogé, 2016, ch. 7, art. 132]

39.132 [Abrogé, 2016, ch. 7, art. 132]

 

 

Powers of Corporation

39.14 (1) If an order is made under paragraph 39.13(1)(a) or (b) in respect of a federal member institution, the powers, duties, functions, rights and privileges of the directors of the federal member institution and those of its officers who are responsible for its management are suspended except to the extent that is specified in writing by the Corporation. The Corporation may exercise those powers, rights and privileges and perform those duties and functions.

Transfert des pouvoirs à la Société

39.14 (1) Le décret pris au titre des alinéas 39.13(1)a) ou b) à l’égard d’une institution fédérale membre suspend, sauf dans la mesure prévue par écrit par la Société, les attributions des administrateurs de l’institution et des dirigeants qui sont chargés de sa gestion et les confère à la Société.

 

 

Suspension of powers, rights, etc.

(1.1) In addition to subsection (1), if an order made under paragraph 39.13(1)(a) or (b) is in respect of a federal credit union, the powers, rights and privileges of its members are suspended, but nothing in this subsection affects the powers, rights and privileges of the Corporation under subsection 39.13(2.1).

 

Suspension des pouvoirs, droits et privilèges des membres

(1.1) En outre, lorsque le décret portant dévolution ou le décret nommant la Société séquestre est pris à l’égard d’une coopérative de crédit fédérale, il suspend les pouvoirs, droits et privilèges de ses membres. Toutefois, il ne suspend pas ceux qui sont conférés à la Société en vertu du paragraphe 39.13(2.1).

 

 

Shareholders

(1.2) If an order is made under paragraph 39.13(1)(a) or (b) in respect of a federal member institution, the powers, rights and privileges of its shareholders to vote or give approvals are suspended and the Corporation may exercise those powers, rights and privileges.

Actionnaires

(1.2) Le décret pris au titre des alinéas 39.13(1)a) ou b) à l’égard d’une institution fédérale membre suspend les pouvoirs, droits et privilèges des actionnaires de l’institution de voter ou d’accorder leur approbation et les confère à la Société.

 

 

Persons to assist

(2) The Corporation may appoint one or more persons to assist it in the management of any federal member institution or in carrying out the Corporation’s functions as holder of shares or subordinated debt or as receiver and may delegate to those persons any of the powers, duties,

Assistance

(2) La Société peut nommer une ou plusieurs personnes pour l’aider à gérer l’institution fédérale membre ou à exercer ses fonctions de détenteur d’actions ou de dettes subordonnées ou de séquestre et leur déléguer les attributions des administrateurs et dirigeants de l’institution fédérale membre.

 

 

Current to February 11, 2020

   51    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

   Dévolution à la Société et nomination de la Société comme séquestre

Sections 39.14-39.15

  

Articles 39.14-39.15

 

functions, rights or privileges of the directors and officers of the federal member institution.

 

 

(3) [Repealed, 2016, c. 7, s. 133]

(3) [Abrogé, 2016, ch. 7, art. 133]

 

 

Power to appoint and remove

(4) If an order is made under paragraph 39.13(1)(b) in respect of a federal member institution, the Corporation may appoint or remove any director of the federal member institution.

Pouvoir de nommer et de révoquer

(4) Lorsqu’un décret est pris au titre de l’alinéa 39.13(1)b) à l’égard d’une institution fédérale membre, la Société peut nommer ou révoquer tout administrateur de l’institution.

 

 

Corporation’s directions

(5) If an order is made under paragraph 39.13(1)(a) or (b) in respect of a federal member institution, the Corporation may give directions to the board of directors of the federal member institution, including to make, amend or repeal any by-law of the institution.

Instructions de la Société

(5) Lorsqu’un décret est pris au titre des alinéas 39.13(1)a) ou b) à l’égard d’une institution fédérale membre, la Société peut donner des instructions au conseil d’administration de l’institution. Elle peut lui donner instruction notamment de prendre, de modifier ou d’abroger tout règlement administratif de l’institution.

 

 

Implementation

(6) The board of directors of the federal member institution shall ensure that a direction given under subsection (5) is implemented in a prompt and efficient manner and shall, after implementing a direction, notify the Corporation without delay that it has been implemented.

Mise en œuvre

(6) Le conseil d’administration de l’institution fédérale membre veille à la mise en œuvre rapide et efficace des instructions données au titre du paragraphe (5) et avise sans délai la Société qu’elles ont été mises en œuvre.

 

 

By-laws — board of directors

(7) The board of directors of the federal member institution may, with the prior approval of the Corporation, make, amend or repeal any by-law of the institution.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2010, c. 12, s. 2101; 2016, c. 7, s. 133.

Règlements administratifs : conseil d’administration

(7) Le conseil d’administration de l’institution fédérale membre peut, avec l’approbation préalable de la Société, prendre, modifier ou abroger tout règlement administratif de l’institution.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2010, ch. 12, art. 2101; 2016, ch. 7, art. 133.

 

 

Stay of proceedings

39.15 (1) Where an order is made under subsection 39.13(1),

(a) no action or other civil proceeding before a judicial or quasi-judicial body and no arbitration may be commenced or continued against the federal member institution or in respect of its assets other than a proceeding under the Winding-up and Restructuring Act commenced by the Corporation or the Attorney General of Canada;

(b) no attachment, garnishment, execution or other method of enforcement of a judgment or order against the federal member institution or its assets may take place or continue;

(c) no creditor of the federal member institution has any remedy against the federal member institution or its assets;

Suspension des procédures

39.15 (1) Le décret pris en application de l’article 39.13 a pour effet de suspendre :

a) toutes les actions ou autres procédures civiles dans les instances engagées devant un organisme judiciaire ou quasi judiciaire contre l’institution visée ou son actif et toutes les procédures arbitrales, à l’exception toutefois de celles intentées par la Société ou le procureur général du Canada en vertu de la Loi sur les liquidations et les restructurations;

b) toute saisie ou autre mesure d’exécution d’un jugement ou d’une ordonnance à l’encontre de l’institution ou de son actif;

c) les recours des créanciers à son encontre ou à l’encontre de son actif;

d) sauf dans le cadre normal des processus de règlement et de compensation, notamment la consolidation des comptes à l’égard de tels processus

 

 

Current to February 11, 2020

   52    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme  séquestre

Section 39.15

  

Articles 39.15

 

(d) except in the normal course of clearing and settlement processes, including the consolidation of accounts in respect of those processes or the services referred to in paragraph (5)(c), no creditor has any right of set-off or compensation against the federal member institution;

(e) no person may terminate or amend any agreement with the federal member institution or claim an accelerated payment, or forfeiture of the term, under such an agreement by reason only of

(i) the insolvency or deteriorated financial condition of the federal member institution or any of its affiliates, providers of credit support or guarantors,

(ii) a non-monetary default, before the order was made, by the federal member institution or any of its affiliates in the performance of obligations under the agreement,

(iii) a monetary default, before the order was made, under the agreement by the federal member institution or any of its affiliates that is remedied within 60 days after the day on which the order is made,

(iv) the making of the order or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order,

(v) the assignment or assumption of the agreement to or by a bridge institution or a third party,

(vi) the transfer to a third party of all or part of the assets or liabilities of the federal member institution or any of its affiliates,

(vii) a conversion under subsection 39.2(2.3) in respect of the federal member institution, or

(viii) a conversion of any of the federal member institution’s shares or liabilities in accordance with the contractual terms of those shares or liabilities; and

(f) no person may terminate the federal member institution’s membership in an organization by reason only of

(i) the insolvency or deteriorated financial condition of the federal member institution or any of its affiliates, providers of credit support or guarantors,

(ii) a non-monetary default, before the order was made, by the federal member institution or any of

ou de services visés à l’alinéa (5)c), le droit des créanciers d’opérer compensation à son égard;

e) la résiliation ou la modification de tout contrat conclu avec l’institution fédérale membre ou l’exercice de toute clause de déchéance du terme comprise dans un tel contrat en raison uniquement, selon le cas :

(i) de l’insolvabilité ou de la détérioration de la situation financière de l’institution, de toute entité de son groupe, de son garant ou de quiconque lui offre un soutien au crédit,

(ii) du défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation non pécuniaire prévue au contrat,

(iii) du défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation pécuniaire prévue au contrat auquel l’institution ou l’entité a remédié dans les soixante jours suivant la date de la prise du décret,

(iv) de la prise du décret ou d’un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe lié à la prise du décret,

(v) de la cession du contrat à une institution-relais ou à un tiers ou de la prise en charge du contrat par une institution-relais ou un tiers,

(vi) du transfert à un tiers de tout ou partie des éléments de l’actif ou du passif de l’institution fédérale membre ou d’une entité de son groupe,

(vii) de la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution,

(viii) de la conversion de toute action ou tout élément du passif de l’institution conformément aux termes du contrat assorti à ces actions ou éléments du passif;

f) la perte, par l’institution fédérale membre, de sa qualité de membre d’une organisation en raison uniquement, selon le cas :

(i) de l’insolvabilité ou de la détérioration de la situation financière de l’institution, de toute entité de son groupe, de son garant ou de quiconque lui offre un soutien au crédit,

(ii) du défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation non pécuniaire prévue dans les règles de l’organisation,

 

 

Current to February 11, 2020

   53    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Section 39.15

  

Articles 39.15

 

its affiliates in the performance of obligations under the rules of the organization,

(iii) a monetary default, before the order was made, under the rules of the organization by the federal member institution or any of its affiliates that is remedied within 60 days after the day on which the order is made,

(iv) the making of the order or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order,

(v) the transfer of the federal member institution’s membership to a bridge institution or a third party,

(vi) the transfer to a third party of all or part of the assets or liabilities of the federal member institution or any of its affiliates,

(vii) a conversion under subsection 39.2(2.3) in respect of the federal member institution, or

(viii) a conversion of any of the federal member institution’s shares or liabilities in accordance with the contractual terms of those shares or liabilities.

(iii) du défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation pécuniaire prévue dans les règles de l’organisation auquel l’institution ou l’entité a remédié dans les soixante jours suivant la date de la prise du décret,

(iv) de la prise du décret ou d’un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe,

(v) de la transmission par l’institution fédérale membre de sa qualité de membre d’une organisation à une institution-relais ou à un tiers,

(vi) du transfert à un tiers de tout ou partie des éléments de l’actif ou du passif de l’institution fédérale membre ou d’une entité de son groupe,

(vii) de la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution,

(viii) de la conversion de toute action ou tout élément du passif de l’institution conformément aux termes du contrat assorti à ces actions ou éléments du passif.

 

 

Agreements overridden

(2) Where an order is made under subsection 39.13(1), any stipulation in an agreement is of no force or effect if it

(a) has the effect of providing for, or permitting, anything that, in substance, is contrary to paragraph (1)(e) or 39.13(3)(b); or

(b) provides, in substance, that the federal member institution ceases to have the rights — or, in the case of a bridge institution, does not have the rights — to use or deal with assets that the federal member institution or bridge institution would otherwise have, on

Incompatibilité

(2) Si un décret est pris aux termes du paragraphe 39.13(1), est inopérante toute disposition d’un contrat qui :

a) soit est incompatible avec les alinéas (1)e) ou

39.13(3)b);

b) soit prévoit, pour l’essentiel, que l’institution fédérale membre est déchue des droits ou, dans le cas de l’institution-relais, n’a pas les droits que l’une ou l’autre aurait normalement de se servir des biens visés ou de faire d’autres opérations à leur égard, si l’une ou l’autre des situations suivantes survient :

 

 

(i) the insolvency or deteriorated financial condition of the federal member institution or any of its affiliates, providers of credit support or guarantors,

(ii) a non-monetary default, before the order was made, by the federal member institution or any of its affiliates in the performance of obligations under the agreement,

(iii) a monetary default, before the order was made, under the agreement by the federal member institution or any of its affiliates that is remedied within 60 days after the day on which the order is made,

 

(i) l’insolvabilité ou la détérioration de la situation financière de l’institution fédérale membre, de toute entité de son groupe, de son garant ou de quiconque lui offre un soutien au crédit,

(ii) le défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation non pécuniaire prévue au contrat,

(iii) le défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation pécuniaire prévue au contrat auquel l’institution ou l’entité a remédié dans les soixante jours suivant la date de la prise du décret,

 

 

Current to February 11, 2020

   54    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société  comme séquestre

Section 39.15

  

Article 39.15

 

(iv) the making of the order or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order,

(v) the assignment or assumption of the agreement to or by a bridge institution or a third party,

(vi) the transfer to a third party of all or part of the assets or liabilities of the federal member institution or any of its affiliates,

(vii) a conversion under subsection 39.2(2.3) in respect of the federal member institution, or

(viii) a conversion of any of the federal member institution’s shares or liabilities in accordance with the contractual terms of those shares or liabilities.

(iv) la prise du décret ou un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe lié à la prise du décret,

(v) la cession du contrat à une institution-relais ou à un tiers ou la prise en charge du contrat par une institution-relais ou un tiers,

(vi) le transfert à un tiers de tout ou partie des éléments de l’actif ou du passif de l’institution fédérale membre ou d’une entité de son groupe,

(vii) la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution,

(viii) la conversion de toute action ou tout élément du passif de l’institution conformément aux termes du contrat assorti à ces actions ou éléments du passif.

 

 

Organization’s rules — no force or effect

(2.1) If an order is made under subsection 39.13(1), any stipulation in the rules of an organization is of no force or effect if it

(a) has the effect of providing for or permitting anything that, in substance, is contrary to paragraph (1)(f) or 39.13(3)(b); or

(b) provides, in substance, that the federal member institution ceases to have the rights — or, in the case of the bridge institution, does not have the rights — of a member of the organization, that the federal member institution or the bridge institution would otherwise have, on

(i) the insolvency or deteriorated financial condition of the federal member institution or any of its affiliates, providers of credit support or guarantors,

(ii) a non-monetary default, before the order was made, by the federal member institution or any of its affiliates in the performance of obligations under the rules of the organization,

(iii) a monetary default, before the order was made, under the rules of the organization by the federal member institution or any of its affiliates that is remedied by the institution within 60 days after the day on which the order is made,

(iv) the making of the order or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order,

Incompatibilité — règles d’une organisation

(2.1) Si un décret est pris en vertu du paragraphe 39.13(1), est inopérante toute disposition des règles d’une organisation qui :

a) soit est incompatible avec les alinéas (1)f) ou 39.13(3)b);

b) soit prévoit, pour l’essentiel, que l’institution fédérale membre est déchue des droits ou, dans le cas de l’institution-relais, n’a pas les droits que l’une ou l’autre aurait normalement en tant que membre de l’organisation, si l’une ou l’autre des situations suivantes survient :

(i) l’insolvabilité ou la détérioration de la situation financière de l’institution fédérale membre, de toute une entité de son groupe, de son garant ou de quiconque lui offre un soutien au crédit,

(ii) le défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation non pécuniaire prévue dans les règles de l’organisation,

(iii) le défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation pécuniaire prévue dans les règles de l’organisation auquel l’institution ou l’entité a remédié dans les soixante jours suivant la date de la prise du décret,

(iv) la prise du décret ou un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe lié à la prise du décret,

 

 

Current to February 11, 2020

   55    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société  comme séquestre

Section 39.15

  

Article 39.15

 

(v) the transfer of the federal member institution’s membership to a bridge institution or a third party,

(vi) the transfer to a third party of all or part of the assets or liabilities of the federal member institution or any of its affiliates,

(vii) a conversion under subsection 39.2(2.3) in respect of the federal member institution, or

(viii) a conversion of any of the federal member institution’s shares or liabilities in accordance with the contractual terms of those shares or liabilities.

(v) la transmission par l’institution fédérale membre de sa qualité de membre de l’organisation à une institution-relais ou à un tiers,

(vi) le transfert à un tiers de tout ou partie des éléments de l’actif ou du passif de l’institution fédérale membre ou d’une entité de son groupe,

(vii) la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution,

(viii) la conversion de toute action ou tout élément du passif de l’institution conformément aux termes du contrat assorti à ces actions ou éléments du passif.

 

 

Clearing arrangements

(3) Subsections (1) to (2.1) do not apply so as to prevent a member of the Canadian Payments Association from acting or ceasing to act as a clearing agent for a federal member institution in accordance with the Canadian Payments Act and the by-laws and rules of that Association.

Accords de compensation

(3) Les paragraphes (1) à (2.1) n’ont pas pour effet d’empêcher un membre de l’Association canadienne des paiements d’agir ou de cesser d’agir à titre d’agent de compensation pour le compte de l’institution fédérale membre conformément à la Loi canadienne sur les paiements et aux règles et règlements administratifs de l’Association.

 

 

Exception

(3.1) Despite subsection (3), if a clearing agent that is a member of the Canadian Payments Association acts in that capacity for a federal member institution at the time an order is made under subsection 39.13(1) in respect of the institution, the clearing agent shall continue to act in that capacity for the institution after the order is made, if the Corporation has given an undertaking to provide the financial assistance that the institution needs in order to discharge its obligations to the clearing agent as they become due.

Exception

(3.1) Malgré le paragraphe (3), lorsqu’un agent de compensation qui est membre de l’Association canadienne des paiements agit à ce titre, au moment de la prise d’un décret au titre du paragraphe 39.13(1), pour le compte d’une institution fédérale membre à l’égard de laquelle le décret est pris, l’agent est tenu de continuer d’agir à ce titre après la prise du décret, si la Société s’est engagée à fournir à l’institution l’aide financière dont elle a besoin pour s’acquitter de ses obligations envers lui, au fur et à mesure qu’elles deviennent exigibles.

 

 

Clearing house

(3.2) Subsections (1) to (2.1) do not apply so as to prevent a clearing house

(a) from acting or ceasing to act in that capacity for a federal member institution; or

(b) from exercising its rights under its settlement rules, as defined in subsection 8(5) of the Payment Clearing and Settlement Act.

Chambre de compensation

(3.2) Les paragraphes (1) à (2.1) n’ont pas pour effet d’empêcher une chambre de compensation :

a) d’agir ou de cesser d’agir à ce titre, pour le compte de l’institution fédérale membre;

b) d’exercer ses droits en vertu des règles applicables au règlement, au sens du paragraphe 8(5) de la Loi sur la compensation et le règlement des paiements.

 

 

Exception

(3.3) Despite subsection (3.2), a clearing house that acts in that capacity for a federal member institution at the time an order is made under subsection 39.13(1) in respect of the institution shall continue to act in that capacity for the institution and subsections (1) to (2.1) apply in

Exception

(3.3) Malgré le paragraphe (3.2), lorsqu’une chambre de compensation agit à ce titre, au moment de la prise d’un décret au titre du paragraphe 39.13(1), pour le compte d’une institution fédérale membre à l’égard de laquelle le décret est pris, la chambre, si la Société s’est engagée à

 

 

Current to February 11, 2020

   56    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société  comme séquestre

Section 39.15

  

Article 39.15

 

respect of the clearing house, if the Corporation has given an undertaking to provide the financial assistance that the institution needs in order to discharge its obligations to the clearing house as they become due.

fournir à l’institution l’aide financière dont elle a besoin pour s’acquitter de ses obligations envers la chambre, au fur et à mesure qu’elles deviennent exigibles, est tenue de continuer d’agir à ce titre et les paragraphes (1) à (2.1) s’appliquent à l’égard de la chambre.

 

 

Rights subject to set-off or compensation

(4) A federal member institution in respect of which an order is made under subsection 39.13(1) may not enforce against a person a right to receive an amount against which the person, but for paragraph (1)(d), would have a right of set-off or compensation.

Réserve

(4) L’institution fédérale membre visée par le décret pris en application de l’article 39.13 ne peut faire valoir son droit de recevoir un montant à l’encontre duquel un tiers, en l’absence de l’alinéa (1)d), aurait un droit de compensation.

 

 

Further supplies and advances

(5) Nothing in subsection (1) or (2) shall be construed

(a) as prohibiting a person from requiring payments to be made in cash for goods, services, use of leased or licensed property or other valuable consideration provided after the making of the order;

(b) as requiring the advance to a federal member institution in respect of which an order is made under subsection 39.13(1) of money or credit after the making of the order; or

(c) as requiring the provision to a federal member institution in respect of which an order is made under subsection 39.13(1) of any of the following services where to do so would be likely, in the reasonable opinion of the person providing the service, to result in that person advancing money or credit to the federal member institution after the making of the order or to give rise, after the making of the order, to a claim of that person against the federal member institution, namely,

(i) cash management services,

(ii) services related to the redemption of debt instruments,

(iii) services related to the issuance of letters of credit or guarantees,

(iv) cheque certification services,

(v) currency supply services,

(vi) funds transfer services and remittance order services,

(vii) securities delivery and settlement services,

(viii) charge, credit, debit and payment card services,

Fourniture de biens et avances

(5) Les paragraphes (1) et (2) n’ont pas pour effet :

a) d’empêcher quiconque d’exiger un paiement en argent pour la fourniture de biens ou services ou l’utilisation de biens loués ou sous licence après la prise du décret;

b) de rendre obligatoire le versement d’une avance en argent ou sous forme de crédit après la prise du décret à l’institution fédérale membre visée par le décret;

c) de rendre obligatoire la prestation par une personne à l’institution fédérale membre visée par le décret des services suivants si cela devait vraisemblablement, selon ce que la personne peut raisonnablement en penser, entraîner après la prise du décret l’avance par celle-ci d’argent ou de crédit à l’institution ou la formation d’une réclamation à son encontre :

(i) la gestion de trésorerie,

(ii) les services afférents au remboursement des titres d’emprunt,

(iii) les services afférents à l’émission de lettres de crédit ou de garanties,

(iv) la certification de chèques,

(v) l’approvisionnement en numéraire,

(vi) les virements de fonds et les ordres de paiement,

(vii) la livraison de titres et le règlement,

(viii) les services afférents aux cartes de crédit, de débit ou de paiement,

(ix) les guichets automatiques bancaires et les services de compensation intraréseau,

 

 

Current to February 11, 2020

   57    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société  comme séquestre

Section 39.15

  

Article 39.15

 

(ix) automated banking and teller machine services,

(x) electronic funds transfer at point of sale services,

(xi) consignment cheque services,

(xii) other services similar to those referred to in subparagraphs (i) to (xi),

(xiii) any service of a kind prescribed by the regulations, and

(xiv) a guarantee of liabilities in respect of any of the services referred to in subparagraphs (i) to (xi-ii).

(x) les virements de fonds électroniques aux lieux de services de vente,

(xi) les services de chèques en consignation,

(xii) les autres services semblables à ceux visés aux sous-alinéas (i) à (xi),

(xiii) les services du type prévu par règlement,

(xiv) la garantie des obligations relatives aux services mentionnés aux sous-alinéas (i) à (xiii).

 

 

Security agreements, assignments and transfers

(6) Paragraphs (1)(b) to (e) and subsection (2) do not apply in respect of a remedy under, or a stipulation of, a security agreement creating a security interest in assets of a federal member institution or an agreement assigning or transferring the institution’s right, title or interest in any real property or immovable situated in Canada, including any mortgage or hypothec on that real property or immovable, if

(a) an obligation secured by the agreement is to the Bank of Canada or the Corporation; or

(b) the Superintendent, on the application of the federal member institution, exempted the agreement from the application of those paragraphs and that subsection before the making of an order under subsection 39.13(1) and the Corporation does not undertake

(i) to ensure that the obligations secured by the security interest or the assignment or transfer will be assumed by a bridge institution or a third party, or

(ii) to provide the federal member institution with the financial assistance that it needs to discharge the obligations secured by the security interest or the assignment or transfer as they become due.

Contrats de garantie ou prévoyant la cession ou le transfert

(6) Les alinéas (1)b) à e) et le paragraphe (2) ne s’appliquent pas aux dispositions d’un contrat de garantie créant une sûreté sur les biens d’une institution fédérale membre ou à celles d’un contrat cédant ou transférant les droits, les titres ou les intérêts de l’institution relatifs à des immeubles ou biens réels situés au Canada, notamment des hypothèques sur ces immeubles ou biens réels, ni aux recours que prévoit le contrat, si :

a) soit l’obligation que garantit le contrat a été contractée à l’égard de la Banque du Canada ou de la Société;

b) soit le surintendant a, sur demande de l’institution, soustrait le contrat à l’application de ces alinéas et de ce paragraphe avant la prise d’un décret au titre du paragraphe 39.13(1) et, la Société ne s’engage :

(i) ni à veiller à ce que l’obligation garantie par la sûreté ou la cession ou le transfert soit prise en charge par une institution-relais ou un tiers,

(ii) ni à fournir à l’institution l’aide financière dont elle a besoin pour s’acquitter d’obligations garanties par la sûreté ou la cession ou le transfert au fur et à mesure qu’elles deviennent exigibles.

 

 

Eligible financial contracts

(7) Nothing in subsection (1), (2) or (2.1) prevents the following actions from being taken in accordance with the provisions of an eligible financial contract:

(a) the termination or amendment of the contract;

Contrats financiers admissibles

(7) Les paragraphes (1), (2) et (2.1) n’ont pas pour effet d’empêcher l’accomplissement, conformément au contrat financier admissible, des opérations suivantes :

a) la résiliation ou la modification du contrat;

 

 

Current to February 11, 2020

   58    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Section 39.15

  

Article 39.15

 

 

(b) the accelerated payment or forfeiture of the term under the contract;

(c) the exercise of remedies for a failure to satisfy an obligation under or in connection with the contract, including the payment of an amount payable — or the delivery of property deliverable — under or in connection with the contract;

(d) the netting or setting off or compensation of an amount payable under or in connection with the contract;

(e) any dealing with financial collateral

(i) to satisfy an amount payable — or the delivery of property deliverable — under or in connection with the contract,

(ii) for the purpose of calculating an amount payable under or in connection with the contract by way of netting, setting off or compensation of the financial collateral or application of the proceeds or value of the financial collateral, or

(iii) as a remedy for a failure described in paragraph (c); or

(f) any dealing with financial collateral, other than a dealing set out in paragraph (e).

b) l’exercice de toute clause de déchéance du terme comprise dans le contrat;

c) l’exercice de recours en cas de défaut d’exécution de toute obligation en vertu du contrat ou à son égard, notamment le défaut de verser toute somme due ou de livrer tout bien à livrer en vertu du contrat ou à son égard;

d) la compensation relativement à toute somme due en vertu du contrat ou à son égard;

e) toute opération, à l’égard de la garantie financière afférente qui vise :

(i) soit l’exécution de toute obligation de verser toute somme due ou de livrer tout bien à livrer en vertu du contrat ou à son égard,

(ii) soit le calcul des sommes dues en vertu du contrat ou à son égard à titre de compensation de la garantie financière ou d’affectation de son produit ou de sa valeur,

(iii) soit l’exercice d’un recours pour un défaut visé à l’alinéa c);

f) toute opération, à l’égard de la garantie financière afférente, autre que celle visée à l’alinéa e).

 

 

Interpretation

(7.01) For the purposes of paragraphs (7)(e) and (f), dealings with financial collateral include

(a) the sale or foreclosure or, in Quebec, the surrender of financial collateral; and

(b) the netting, setting off or compensation of financial collateral or the application of the proceeds or value of financial collateral.

(7.02) and (7.03) [Repealed, 2016, c. 7, s. 134]

Application

(7.01) Pour l’application des alinéas (7)e) et f), une opération à l’égard de la garantie financière comprend notamment :

a) la vente, la demande en forclusion ou, au Québec, la demande en délaissement;

b) la compensation ou l’affectation de son produit ou de sa valeur.

(7.02) et (7.03) [Abrogés, 2016, ch. 7, art. 134]

 

 

Stay — eligible financial contracts

(7.1) If an order is made under subsection 39.13(1), the actions referred to in paragraphs (7)(a), (b) and (f) are not to be taken by reason only of

(a) the insolvency or deteriorated financial condition of the federal member institution, any of its affiliates or any of its providers of credit support or guarantors in respect of the institution’s obligations under the eligible financial contract;

Suspension : contrats financiers admissibles

(7.1) Si un décret est pris au titre du paragraphe 39.13(1), les opérations visées aux alinéas (7)a), b) et f) ne peuvent être accomplies en raison uniquement, selon le cas :

a) de l’insolvabilité ou de la détérioration de la situation financière de l’institution fédérale membre, de toute entité de son groupe ou de quiconque lui offre un soutien au crédit à l’égard de ses obligations prévues au contrat financier admissible ou garantit ces obligations;

 

 

Current to February 11, 2020

   59    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Section 39.15

  

Article 39.15

 

(b) the assignment or assumption of the eligible financial contract to or by a bridge institution or a third party;

(c) the making of the order or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order;

(d) a conversion under subsection 39.2(2.3) in respect of the federal member institution; or

(e) a conversion of any of the federal member institution’s shares or liabilities in accordance with the contractual terms of those shares or liabilities.

b) de la cession du contrat financier admissible à une institution-relais ou à un tiers ou de la prise en charge du contrat par une institution-relais ou un tiers;

c) de la prise du décret ou d’un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe lié à la prise du décret;

d) de la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution;

e) de la conversion de toute action ou tout élément du passif de l’institution conformément aux termes du contrat assorti à ces actions ou éléments du passif.

 

 

Stay terminated — notice

(7.101) If the Corporation considers that all or substantially all of the federal member institution’s assets will be transferred to a third party and that an eligible financial contract of that institution will not be assigned to a third party, it may give notice to that effect to the parties to that contract, in which case paragraphs (7.1)(a) and (c) cease to apply in respect of that contract at the date and time the notice is issued.

Cessation de la suspension : avis

(7.101) Si elle estime que tous ou presque tous les éléments d’actif de l’institution fédérale membre seront transférés à un tiers et qu’un contrat financier admissible de l’institution ne sera pas cédé à un tiers, la Société peut envoyer un avis à cet effet aux parties à ce contrat, auquel cas les alinéas (7.1)a) et c) cessent de s’appliquer au contrat, à la date et à l’heure où l’avis est donné.

 

 

Stay terminated

(7.102) Paragraph (7.1)(a) and, if the order made under subsection 39.13(1) directs the incorporation of a bridge institution, paragraph (7.1)(c) cease to apply to an eligible financial contract at 5:00 p.m. at the location of the Corporation’s head office on the second business day after the day on which the order is made under subsection 39.13(1), unless the Corporation has undertaken, before that time, to assign the contract to a bridge institution.

Cessation de la suspension

(7.102) L’alinéa (7.1)a) et, si un décret ordonnant la constitution d’une institution-relais est pris au titre du paragraphe 39.13(1), l’alinéa (7.1)c) cessent de s’appliquer aux contrats financiers admissibles à compter de dix-sept heures, heure du lieu où se trouve le siège social de la Société, le deuxième jour ouvrable suivant la date de la prise du décret au titre du paragraphe 39.13(1), sauf à ceux que la Société s’est engagée, avant ce moment, à céder à une institution-relais.

 

 

Interpretation

(7.103) For greater certainty, paragraph (7.1)(a) and, if applicable, paragraph (7.1)(c) cease to apply in respect of an eligible financial contract to which both subsection (7.101) and (7.102) apply on the earlier of the date and time that a notice is issued under subsection (7.101) and the date and time set out in subsection (7.102).

Précision

(7.103) Il est entendu que l’alinéa (7.1)a) et, le cas échéant, l’alinéa (7.1)c) cessent de s’appliquer aux contrats financiers admissibles auxquels s’appliquent les paragraphes (7.101) et (7.102), selon le premier des moments ci-après à arriver :

a) à la date et à l’heure où l’avis visé au paragraphe (7.101) est donné;

b) à la date et à l’heure prévues au paragraphe (7.102).

 

 

Insolvency or deteriorated financial condition

 

(7.104) Despite subsections (7.101) and (7.102), an action set out in paragraph (7)(a), (b) or (f) may only be

  

Insolvabilité ou détérioration de la situation financière

 

(7.104) Malgré les paragraphes (7.101) et (7.102), les opérations visées aux alinéas (7)a), b) et f) ne peuvent être accomplies en raison de l’insolvabilité ou de la détérioration de la situation financière visée à l’alinéa

 

Current to February 11, 2020

   60    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Section 39.15

  

Article 39.15

 

 

taken by reason of the insolvency or deteriorated financial condition described in paragraph (7.1)(a) if that insolvency or deteriorated financial condition exists on the date and time paragraph (7.1)(a) ceases to apply.

(7.1)a) que si cette insolvabilité ou détérioration existe au moment où l’alinéa (7.1)a) cesse de s’appliquer.

 

 

Evidence

(7.105) Nothing in paragraphs (7.1)(b) to (e) prevents a person from relying on the facts that led to the making of an order under subsection 39.13(1) as evidence of the insolvency or deteriorated financial condition described in paragraph (7.1)(a).

Preuve

(7.105) Les alinéas (7.1)b) à e) n’ont pas pour effet d’empêcher quiconque d’invoquer les faits qui ont mené à la prise d’un décret au titre du paragraphe 39.13(1) comme preuve de l’insolvabilité ou de la détérioration financière visée à l’alinéa (7.1)a).

 

 

Agreements overridden

(7.11) Any stipulation in an eligible financial contract is of no force or effect if it

(a) has the effect of providing for or permitting anything that, in substance, is contrary to subsection (7.1); or

(b) provides, in substance, that, by reason of the occurrence of any circumstance described in paragraphs (7.1)(a) to (e), the federal member institution ceases to have the rights — or, in the case of a bridge institution, does not have the rights — to use or deal with assets that the federal member institution or bridge institution would otherwise have.

Incompatibilité

(7.11) Est inopérante toute disposition d’un contrat financier admissible, selon le cas :

a) dont l’effet est de prévoir ou d’autoriser quoi que ce soit qui, pour l’essentiel, est incompatible avec le paragraphe (7.1);

b) qui prévoit, pour l’essentiel, que, en raison de la survenance de l’une ou l’autre des situations visées aux alinéas (7.1)a) à e), l’institution fédérale membre est déchue des droits — ou, dans le cas de l’institution-relais, n’a pas les droits — qu’elle aurait normalement de se servir des biens visés ou de faire d’autres opérations à leur égard.

 

 

Exception

(7.12) Subsection (7.1) does not apply in respect of an eligible financial contract between the federal member institution and a clearing house unless the Corporation has given the undertaking referred to in subsection (3.3) in respect of the institution.

Exception

(7.12) Le paragraphe (7.1) ne s’applique pas aux contrats financiers admissibles conclus entre l’institution fédérale membre et une chambre de compensation, sauf si la Société a pris un engagement au titre du paragraphe (3.3) à l’égard de l’institution.

 

 

Assignment of eligible financial contracts

(7.2) Subject to subsection (7.21), the Corporation may assign to a bridge institution or a third party eligible financial contracts — including any claim under such contracts — that are between a federal member institution and an entity or any of the following entities if the Corporation assigns all of those eligible financial contracts to the bridge institution or the third party:

(a) another entity that is controlled — directly or indirectly — by the entity;

(b) another entity that controls — directly or indirectly — the entity; or

(c) another entity that is controlled — directly or indirectly — by the entity referred to in paragraph (b).

Cession des contrats financiers admissibles

(7.2) Sous réserve du paragraphe (7.21), s’agissant de contrats financiers admissibles, y compris les créances exigibles au titre de ceux-ci, conclus entre une institution fédérale membre et l’entité en cause ou toute autre entité ci-après, la Société ne peut les céder à une institution-relais ou à un tiers que si elle les lui cède tous :

a) toute entitée contrôlée — directement ou indirectement — par l’entité en cause;

b) toute entité contrôlant — directement ou indirectement — l’entité en cause;

c) toute autre entité contrôlée — directement ou indirectement — par l’entité visée à l’alinéa b).

 

 

Current to February 11, 2020

   61    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Section 39.15

  

Article 39.15

 

 

Eligible third parties

(7.21) The Corporation may assign eligible financial contracts to a third party under subsection (7.2) if the third party has met any condition that may be prescribed in the by-laws and has certified in writing that

(a) it maintains all material licences and registrations that are required for the continued operation of its business and, if applicable, that it is in good standing in respect of those licences and registrations;

(b) it has, on its balance sheet, assets that exceed its liabilities;

(c) it is able to discharge its obligations in respect of the assigned eligible financial contracts as they become due; and

(d) its creditworthiness, taking into account any credit support or guarantee in respect of its obligations under the assigned contracts, is at least as good as the federal member institution’s creditworthiness was immediately before the order was made under subsection 39.13(1), taking into account any credit support or guarantee in respect of the federal member institution’s obligations under those contracts.

Tiers admissibles

(7.21) La Société ne peut céder un contrat financier admissible à un tiers au titre du paragraphe (7.2) que si celui-ci a rempli toute condition prévue par les règlements administratifs et a attesté par écrit :

a) qu’il détient tous les permis et inscriptions importants qui sont essentiels à l’exécution continue de ses affaires et, le cas échéant, qu’il est en règle à l’égard de ces permis et inscriptions;

b) qu’il possède un bilan où les actifs excèdent les passifs;

c) qu’il est en mesure de s’acquitter de ses obligations à l’égard des contrats financiers admissibles cédés, au fur et à mesure qu’elles deviennent exigibles;

d) que la qualité de son crédit — compte tenu de tout soutien au crédit ou de toute garantie à l’égard de ses obligations en vertu des contrats cédés — est au moins équivalente à celle de l’institution fédérale membre au moment de la prise du décret au titre du paragraphe 39.13(1) compte tenu de tout soutien au crédit ou de toute garantie à l’égard des obligations de l’institution en vertu de ces contrats.

 

 

Effects of assignment of eligible financial contracts

(7.3) If any of the eligible financial contracts are assigned to or assumed by a bridge institution or a third party,

(a) the Corporation shall assign all of the federal member institution’s obligations arising from the eligible financial contracts, and the bridge institution or the third party shall assume those obligations; and

(b) the federal member institution’s interest or right in property that secures its obligations under the eligible financial contracts is transferred to the bridge institution or the third party.

Effets de la cession des contrats financiers admissibles

(7.3) Si des contrats financiers admissibles sont cédés à une institution-relais ou à un tiers ou pris en charge par une institution-relais ou un tiers :

a) la Société cède toutes les obligations de l’institution fédérale membre résultant de ces contrats et l’institution-relais ou le tiers prend en charge ces obligations;

b) les intérêts ou les droits de l’institution fédérale membre sur les biens garantissant l’exécution de ses obligations prévues à ces contrats sont transférés à l’institution-relais ou au tiers.

 

 

Regulations

(8) The Governor in Council may make regulations prescribing

(a) kinds of services for the purposes of subparagraph (5)(c)(xiii); and

(b) kinds of agreements for the purposes of the definition eligible financial contract in subsection (9).

Règlements

(8) Le gouverneur en conseil peut, par règlement, prévoir des types de services pour l’application du sous-alinéa (5)c)(xiii) et des catégories de contrats pour l’application de la définition de contrat financier admissible au paragraphe (9).

 

 

Current to February 11, 2020

   62    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

   Dévolution à la Société et nomination de la Société comme séquestre

Sections 39.15-39.151

  

Articles 39.15-39.151

 

Definitions

(9) The following definitions apply in this section.

business day means a day, other than a Saturday or a holiday at the location of the head office of the federal member institution. (jour ouvrable)

clearing agent has the same meaning as in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System. (agent de compensation)

clearing house means

(a) a clearing house, as defined in section 2 of the Payment Clearing and Settlement Act, that provides clearing and settlement services for a clearing and settlement system designated under section 4 of that Act; or

(b) a securities and derivatives clearing house, as defined in subsection 13.1(3) of the Payment Clearing and Settlement Act. (chambre de compensation)

eligible financial contract means an agreement of a prescribed kind. (contrat financier admissible)

financial collateral has the same meaning as in subsection 13(2) of the Payment Clearing and Settlement Act. (garantie financière)

title transfer credit support agreement means an agreement under which title to property has been provided for the purpose of securing the payment or performance of an obligation in respect of an eligible financial contract. (accord de transfert de titres pour obtention de crédit)

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2001, c. 9, s. 212; 2007, c. 29, s. 103; 2009, c. 2, s. 245; 2010, c. 12, ss. 1889, 1890; 2012, c. 5, s. 198, c. 31, s. 166; 2016, c. 7, s. 134; 2017, c. 33, ss. 180, 186.

Définitions

(9) Les définitions qui suivent s’appliquent au présent article.

accord de transfert de titres pour obtention de crédit Accord aux termes duquel la propriété d’un bien est transférée en vue de garantir le paiement d’une somme ou l’exécution d’une obligation relativement à un contrat financier admissible. (title transfer credit support agreement)

agent de compensation S’entend au sens de l’article 1 du Règlement administratif no 3 de l’Association canadienne des paiements — instruments de paiement et système automatisé de compensation et de règlement. (clearing agent)

chambre de compensation S’entend, selon le cas :

a) d’une chambre de compensation, au sens de l’article 2 de la Loi sur la compensation et le règlement des paiements, qui offre des services de compensation et de règlement pour un système de compensation et de règlement qui, aux termes de l’article 4 de cette loi, est assujetti par désignation à la partie I de celle-ci;

b) d’une chambre spécialisée au sens du paragraphe 13.1(3) de la même loi. (clearing house)

contrat financier admissible Contrat d’une catégorie prévue par règlement. (eligible financial contract)

garantie financière S’entend au sens du paragraphe 13(2) de la Loi sur la compensation et le règlement des paiements. (financial collateral)

jour ouvrable Jour qui, au lieu où se trouve le siège social de l’institution fédérale membre, n’est ni un samedi ni un jour férié. (business day)

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2001, ch. 9, art. 212; 2007, ch. 29, art. 103; 2009, ch. 2, art. 245; 2010, ch. 12, art. 1889 et 1890; 2012, ch. 5, art. 198, ch. 31, art. 166; 2016, ch. 7, art. 134; 2017, ch. 33, art. 180 et 186.

 

 

Stay of proceedings — bridge institution

39.151 (1) Any action or other civil proceeding before a judicial or quasi-judicial body and any arbitration, to which a bridge institution may become a party by virtue of acquiring an asset or assuming a liability of the federal member institution shall be stayed for a period of 90 days from the day on which the bridge institution acquires the asset or assumes the liability.

Suspension des procédures — institution-relais

39.151 (1) Toutes les actions ou autres procédures civiles dans les instances engagées devant un organisme judiciaire ou quasi judiciaire et toutes les procédures arbitrales, auxquelles l’institution-relais peut devenir partie du fait qu’elle acquiert tout actif de l’institution fédérale membre ou du fait qu’elle prend en charge toute dette de celle-ci sont suspendues pour une période de quatre-vingt-dix jours; pour chacun des actifs ou des dettes, la période débute le jour de son acquisition ou de sa prise en charge.

 

 

Current to February 11, 2020

   63    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

   Dévolution à la Société et nomination de la Société comme séquestre

Sections 39.151-39.152

  

Articles 39.151-39.152

 

Waiver

(2) The bridge institution may waive the stay referred to in subsection (1).

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2009, c. 2, s. 246; 2012, c. 5, s. 199.

Renonciation

(2) L’institution-relais peut renoncer à la suspension des actions ou procédures visées au paragraphe (1).

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2009, ch. 2, art. 246; 2012, ch. 5, art. 199.

 

 

Assignments — bridge institution or third party

39.152 (1) Subject to subsection (2), if an agreement with a federal member institution is assigned to or assumed by a bridge institution or a third party,

(a) a person is prohibited from terminating or amending the agreement, or claiming an accelerated payment or forfeiture of the term under the agreement, by reason only of

(i) the insolvency or deteriorated financial condition of the federal member institution or any of its affiliates, providers of credit support or guarantors,

(ii) the making of an order under subsection 39.13(1) or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order,

(iii) a non-monetary default, before the order was made, by the federal member institution or any of its affiliates in the performance of obligations under the agreement,

(iv) a monetary default, before the order was made, under the agreement by the federal member institution or any of its affiliates that is remedied within 60 days after the day on which the agreement is assigned or assumed,

(v) the assignment or assumption of the agreement to or by a bridge institution or a third party,

(vi) the transfer to a third party of all or part of the assets or liabilities of the federal member institution or any of its affiliates,

(vii) a conversion under subsection 39.2(2.3) in respect of the federal member institution, or

(viii) a conversion of any of the federal member institution’s shares or liabilities in accordance with the contractual terms of those shares or liabilities; and

(b) any stipulation in the agreement that has the effect of providing for or permitting anything that, in substance, is contrary to any of subparagraphs (a)(i) to (viii) or provides, in substance, that the bridge institution or the third party does not have the rights to use or deal with assets that the bridge institution or

Cession — institution-relais ou tiers

39.152 (1) Sous réserve du paragraphe (2), si un contrat conclu avec une institution fédérale membre est cédé à une institution-relais ou à un tiers ou pris en charge par une institution-relais ou un tiers :

a) il ne peut être résilié ou modifié et aucune clause de déchéance du terme comprise dans un tel contrat ne peut être exercée en raison uniquement, selon le cas :

(i) de l’insolvabilité ou de la détérioration de la situation financière de l’institution fédérale membre, de toute entité de son groupe, de son garant ou de quiconque lui offre un soutien au crédit,

(ii) de la prise d’un décret au titre du paragraphe 39.13(1) ou d’un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe lié à la prise du décret,

(iii) du défaut par l’institution fédérale membre ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation non pécuniaire prévue au contrat,

(iv) du défaut par l’institution fédérale membre ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation pécuniaire prévue au contrat auquel l’institution ou l’entité a remédié dans les soixante jours suivant la date de la cession ou de la prise en charge du contrat,

(v) de la cession du contrat à une institution-relais ou à un tiers ou de la prise en charge du contrat par une institution-relais ou un tiers,

(vi) du transfert à un tiers de tout ou partie des éléments de l’actif ou du passif de l’institution fédérale membre ou d’une entité de son groupe,

(vii) de la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution fédérale membre,

(viii) de la conversion de toute action ou tout élément du passif de l’institution fédérale membre conformément aux termes du contrat assorti à ces actions ou éléments du passif;

 

 

 

Current to February 11, 2020

   64    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Section 39.152

  

Article 39.152

 

the third party would otherwise have by reason of the occurrence of any circumstance described in those subparagraphs, is of no force or effect.

b) toute disposition du contrat qui, pour l’essentiel, est contraire à l’une ou l’autre des mesures prévues aux sous-alinéas a)(i) à (viii) ou prévoit que l’institution-relais ou le tiers n’a pas les droits qu’il aurait normalement de se servir des biens visés ou de faire d’autres opérations à leur égard en raison de l’une ou l’autre de ces mesures est inopérante.

 

 

Exception

(2) Subparagraphs (1)(a)(iii) and (iv) do not apply to an eligible financial contract, as defined in subsection

39.15(9).

Membership in organization

(3) If a bridge institution or a third party becomes a member of an organization in place of a federal member institution, it is prohibited for the organization to terminate the membership of the bridge institution or of the third party by reason only of

(a) the insolvency or deteriorated financial condition of the federal member institution or any of its affiliates, providers of credit support or guarantors;

(b) the making of an order under subsection 39.13(1) or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order;

(c) a non-monetary default, before the order was made, by the federal member institution or any of its affiliates in the performance of obligations under the rules of the organization;

(d) a monetary default, before the order was made, under the rules of the organization by the federal member institution or any of its affiliates that is remedied within 60 days after the day on which the order is made;

(e) the transfer of the federal member institution’s membership to a bridge institution or a third party;

(f) the transfer to a third party of all or part of the assets or liabilities of the federal member institution or any of its affiliates;

(g) a conversion under subsection 39.2(2.3) in respect of the federal member institution; or

(h) a conversion of any of the federal member institution’s shares or liabilities in accordance with the contractual terms of those shares or liabilities.

2012, c. 5, s. 199; 2016, c. 7, s. 135.

Exception

(2) Les sous-alinéas (1)a)(iii) et (iv) ne s’appliquent pas au contrat financier admissible au sens du paragraphe 39.15(9).

Adhésion à une organisation

(3) Si une institution-relais ou un tiers devient membre d’une organisation à la place d’une institution fédérale membre, l’organisation ne peut mettre fin à son adhésion en raison uniquement, selon le cas :

a) de l’insolvabilité ou de la détérioration de la situation financière de l’institution fédérale membre, de toute entité de son groupe, de son garant ou de quiconque lui offre un soutien au crédit;

b) de la prise d’un décret au titre du paragraphe 39.13(1) ou d’un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe lié à la prise du décret;

c) du défaut par l’institution fédérale membre ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation non pécuniaire prévue dans les règles de l’organisation;

d) du défaut par l’institution fédérale membre ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation pécuniaire prévue dans les règles de l’organisation auquel l’institution ou l’entité a remédié dans les soixante jours suivant la date de la prise du décret;

e) de la transmission par l’institution fédérale membre de sa qualité de membre de l’organisation à une institution-relais ou à un tiers;

f) du transfert à un tiers de tout ou partie des éléments de l’actif ou du passif de l’institution fédérale membre ou d’une entité de son groupe;

g) de la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution fédérale membre;

h) de la conversion de toute action ou tout élément du passif de l’institution fédérale membre conformément

 

 

Current to February 11, 2020

   65    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Sections 39.152-39.18

  

Articles 39.152-39.18

 

aux termes du contrat assorti à ces actions ou éléments du passif.

2012, ch. 5, art. 199; 2016, ch. 7, art. 135.

 

 

Exemption

39.16 The Governor in Council may, in an order made under subsection 39.13(1), provide that subsection 39.15(1) or (2) or any portion thereof does not apply in respect of the federal member institution.

1992, c. 26, s. 11; 1996, c. 6, s. 41.

Exemption

39.16 Le gouverneur en conseil peut prévoir dans le décret pris en vertu de l’article 39.13 que les paragraphes 39.15(1) ou (2) ou une partie de ceux-ci ne s’appliquent pas à l’institution fédérale membre qui en fait l’objet.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41.

 

 

Leave of court

39.17 (1) A superior court may, on any terms that it considers proper, grant leave to a person to do anything that the person would otherwise be prevented from doing by section 39.15 or lift, or reduce the length of, a stay under section 39.151 if the court is satisfied

(a) that the person is likely to be materially prejudiced if leave is not granted; or

(b) that it is equitable on other grounds to grant leave.

Autorisation judiciaire

39.17 (1) Une cour supérieure peut, aux conditions qu’elle estime indiquées, soit autoriser une personne à accomplir un acte qui lui serait par ailleurs interdit aux termes de l’article 39.15, soit lever la suspension visée à l’article 39.151 ou en réduire la durée, si elle est convaincue que :

a) soit cette personne subirait un préjudice grave si l’autorisation lui était refusée;

b) soit il est juste pour d’autres raisons de lui accorder celle-ci.

 

 

Corporation to be made party

(2) The Corporation must be joined as a respondent in any application under subsection (1) and is entitled to such notice of the application as the court considers proper.

Société partie à la demande

(2) La Société est partie à la demande visée au paragraphe (1) à titre de défenderesse et a droit de recevoir avis de celle-ci de la façon que la cour estime indiquée.

 

 

Orders of national effect

(3) An order of a superior court of a province under subsection (1) may, if the order so provides, have effect in all or a part of Canada outside the province.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2012, c. 5, s. 200.

Ordonnance à l’échelle nationale

(3) Si elle le prévoit, l’ordonnance de la cour supérieure s’applique, dans tout ou partie du Canada, à l’extérieur de la province concernée.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2012, ch. 5, art. 200.

 

 

Termination

39.18 (1) Subject to subsection (2), sections 39.14 and 39.15 cease to apply in respect of a federal member institution

(a) on the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution; or

(b) on the date that a winding-up order is made in respect of the federal member institution.

Durée d’application

39.18 (1) Sous réserve du paragraphe (2), les articles 39.14 et 39.15 cessent de s’appliquer à l’institution fédérale membre :

a) soit à la date précisée à son égard dans l’avis prévu au paragraphe 39.2(3);

b) soit à la date du prononcé à son égard d’une ordonnance de liquidation.

 

 

Exceptions

(2) If a notice referred to in paragraph (1)(a) has been published but an order described in paragraph (1)(b) has not been made,

Exceptions

(2) Si l’avis visé à l’alinéa (1)a) a été publié mais que l’ordonnance visée à l’alinéa (1)b) n’a pas été prononcée :

 

 

Current to February 11, 2020

   66    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Vesting in Corporation and Appointing Corporation as Receiver

  

Dévolution à la Société et nomination de la Société comme séquestre

Sections 39.18-39.181

  

Articles 39.18-39.181

 

(a) paragraph 39.15(1)(e) or (f) or subsection 39.15(2) or (2.1) continues to apply to the extent that it produced its effects by reason of

(i) the insolvency or deteriorated financial condition of the federal member institution or any of its affiliates, providers of credit support or guarantors,

(ii) the making of the order under subsection 39.13(1) or any change of control or ownership of the federal member institution or any of its affiliates that is related to the making of the order,

(iii) a non-monetary default, before the order was made, by the federal member institution or any of its affiliates in the performance of obligations under an agreement or the rules of an organization,

(iv) a monetary default, before the order was made, under an agreement or the rules of an organization by the federal member institution or any of its affiliates that was remedied within 60 days after the day on which the order was made,

(v) a conversion under subsection 39.2(2.3) in respect of the federal member institution, or

(vi) a conversion of any of the federal member institution’s shares or liabilities in accordance with contractual terms of those shares or liabilities; and

(b) subsections 39.15(7.1) to (7.3) continue to apply.

a) les alinéas 39.15(1)e) ou f) ou les paragraphes 39.15(2) ou (2.1) continuent de s’appliquer dans la mesure où ils ont produit leurs effets en raison, selon le cas :

(i) de l’insolvabilité ou de la détérioration de la situation financière de l’institution fédérale membre, de toute entité de son groupe, de son garant ou de quiconque lui offre un soutien au crédit,

(ii) de la prise du décret au titre du paragraphe 39.13(1) ou d’un changement de contrôle ou de propriété de l’institution ou d’une entité de son groupe lié à la prise du décret,

(iii) du défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation non pécuniaire prévue dans un contrat ou dans les règles d’une organisation,

(iv) du défaut par l’institution ou une entité de son groupe, avant la prise du décret, de se conformer à une obligation pécuniaire prévue dans un contrat ou dans les règles d’une organisation auquel l’institution ou l’entité a remédié dans les soixante jours suivant la date de la prise du décret,

(v) de la conversion effectuée au titre du paragraphe 39.2(2.3) à l’égard de l’institution,

(vi) de la conversion de toute action ou tout élément du passif de l’institution conformément aux termes du contrat assorti à ces actions ou éléments du passif;

b) les paragraphes 39.15(7.1) à (7.3) continuent de s’appliquer.

 

 

Stay terminated by order

(3) The Governor in Council may, by order, declare that paragraph (2)(a) ceases to apply in respect of the federal member institution if the Governor in Council considers that all or substantially all of the institution’s assets have been transferred to a bridge institution or a third party.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2012, c. 31, s. 167; 2016, c. 7, s. 136; 2017, c. 33, s. 181.

Cessation de la suspension par décret

(3) Le gouverneur en conseil peut, par décret, déclarer que l’alinéa (2)a) cesse de s’appliquer à l’institution fédérale membre s’il est d’avis que tous ou presque tous les éléments d’actif de celle-ci ont été transférés à une institution-relais ou à un tiers.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2012, ch. 31, art. 167; 2016, ch. 7, art. 136; 2017, ch. 33, art. 181.

 

 

Non-application of Certain Legislative Provisions

Not agent or Crown corporation

39.181 (1) A federal member institution that is a subsidiary of the Corporation as a result of an order made under paragraph 39.13(1)(a) or (b), a bridge institution or

Non-application de certaines dispositions législatives

Ni mandataire ni société d’État

39.181 (1) L’institution fédérale membre qui est une filiale de la Société en raison d’un décret pris au titre des alinéas 39.13(1)a) ou b), une institution-relais

et les

 

 

Current to February 11, 2020

   67    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Non-application of Certain Legislative Provisions

  

Non-application de certaines dispositions législatives

Sections 39.181-39.19

  

Articles 39.181-39.19

 

a subsidiary of either of those institutions is not an agent of the Corporation or Her Majesty in right of Canada and, despite Part X of the Financial Administration Act, is not a parent Crown corporation, or a wholly-owned subsidiary, within the meaning of section 83 of that Act. Their respective directors, officers and employees are not part of the federal public administration.

Exception

(2) Despite subsection (1), Division V of Part X of the Financial Administration Act and the regulations made under that Division apply to the federal member institution, the bridge institution or a subsidiary of either of those institutions as if it were a Crown corporation within the meaning of section 83 of that Act.

2016, c. 7, s. 137.

filiales de l’une ou l’autre de ces institutions ne sont pas mandataires de la Société ni de Sa Majesté du chef du Canada, ni d’une société d’État mère ou d’une filiale à cent pour cent d’une telle société, au sens de l’article 83 de la Loi sur la gestion des finances publiques, malgré la partie X de cette loi. Leurs administrateurs, dirigeants et employés ne font pas partie de l’administration publique fédérale.

Exception

(2) Malgré le paragraphe (1), la section V de la partie X de la Loi sur la gestion des finances publiques et ses règlements d’application s’appliquent à l’institution fédérale membre, à l’institution-relais ou à toute filiale de celles-ci comme s’il s’agissait d’une société d’État, au sens de l’article 83 de cette loi.

2016, ch. 7, art. 137.

 

 

Part VII of Bank Act, etc., inapplicable

39.19 (1) The following enactments do not apply in respect of shares of a federal member institution that are vested in the Corporation by an order made under paragraph 39.13(1)(a):

(a) section 12.1, paragraph 28(1)(a.1), section 35.1, paragraphs 40(f) and (g), sections 40.1, 47.03, 47.04, 47.06, 47.11, 47.12, 47.15, 47.17 and 47.18, subsection 53(2), paragraph 54(1)(b), section 60.1, subsections 79.2(1) and (2) and sections 159.1, 372, 373, 374, 375, 376, 376.1, 376.2, 377, 377.1, 377.2, 379, 382.1, 385, 401.11, 401.2 and 401.3 of the Bank Act;

(b) sections 407, 407.01, 407.02, 407.03, 407.1, 407.2, 408, 411, 428 and 430 of the Insurance Companies Act; and

(c) sections 375, 375.1, 376, 379 and 396 and subsection 399(2) of the Trust and Loan Companies Act.

Non-application de la partie VII de la Loi sur les banques, etc.

39.19 (1) Les dispositions suivantes ne s’appliquent pas aux actions d’une institution fédérale membre qui ont été dévolues à la Société par le décret visé à l’article 39.13 :

a) l’article 12.1, l’alinéa 28(1)a.1), l’article 35.1, les alinéas 40f) et g), les articles 40.1, 47.03, 47.04, 47.06, 47.11, 47.12, 47.15, 47.17 et 47.18, le paragraphe 53(2), l’alinéa 54(1)b), l’article 60.1, les paragraphes 79.2(1) et (2) et les articles 159.1, 372, 373, 374, 375, 376, 376.1, 376.2, 377, 377.1, 377.2, 379, 382.1, 385, 401.11, 401.2 et 401.3 de la Loi sur les banques;

b) les articles 407, 407.01, 407.02, 407.03, 407.1, 407.2, 408, 411, 428 et 430 de la Loi sur les sociétés d’assurances;

c) les articles 375, 375.1, 376, 379 et 396 et le paragraphe 399(2) de la Loi sur les sociétés de fiducie et de prêt.

 

 

Public holding requirement re parent

(2) An exemption from the application of section 385 of the Bank Act, section 411 of the Insurance Companies Act or section 379 of the Trust and Loan Companies Act that is granted under section 388 of the Bank Act, section 414 of the Insurance Companies Act or section 382 of the

Trust and Loan Companies Act continues in force notwithstanding that the entity that controls the bank, insurance company, trust company or loan company is a federal member institution the shares of which are vested in the Corporation by an order made under paragraph

39.13(1)(a).

Maintien en vigueur de l’exemption

(2) L’exemption de l’application de l’article 385 de la Loi sur les banques, de l’article 411 de la Loi sur les sociétés d’assurances ou de l’article 379 de la Loi sur les sociétés de fiducie et de prêt accordée en vertu de l’article 388 de la Loi sur les banques, de l’article 414 de la Loi sur les sociétés d’assurances ou de l’article 382 de la Loi sur les sociétés de fiducie et de prêt demeure en vigueur même si l’entité qui contrôle la banque, la société d’assurances, la société de fiducie ou la société de prêt est une institution fédérale membre dont les actions ont été dévolues à la Société par le décret visé à l’article 39.13.

 

 

Current to February 11, 2020

   68    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Non-application of Certain Legislative Provisions

  

Non-application de certaines dispositions législatives

Sections 39.19-39.192

  

Articles 39.19-39.192

 

Termination

(3) Subsections (1) and (2) cease to apply in respect of a federal member institution on the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2001, c. 9, s. 213; 2010, c. 12, s. 2102.

Cessation d’effet

(3) Les paragraphes (1) et (2) cessent de s’appliquer à l’institution fédérale membre à la date indiquée dans l’avis prévu au paragraphe 39.2(3).

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2001, ch. 9, art. 213; 2010, ch. 12, art. 2102.

 

 

Provisions do not apply

39.191 (1) Section 12.1, paragraph 28(1)(a.1), section 35.1, paragraphs 40(f) and (g), section 40.1, 47.11, 47.12, 47.15 and 47.18, subsection 53(2), paragraph 54(1)(b) and section 159.1 of the Bank Act do not apply if the Corporation is appointed as receiver of a federal member institution that is a federal credit union by an order made under paragraph 39.13(1)(b).

Termination

(2) Subsection (1) ceases to apply in respect of a federal member institution on the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution.

2010, c. 12, s. 2103.

Dispositions inapplicables

39.191 (1) L’article 12.1, l’alinéa 28(1)a.1), l’article 35.1, les alinéas 40f) et g), les articles 40.1, 47.11, 47.12, 47.15 et 47.18, le paragraphe 53(2), l’alinéa 54(1)b) et l’article 159.1 de la Loi sur les banques ne s’appliquent pas si la Société est nommée, en vertu d’un décret visé à l’article 39.13, séquestre d’une institution fédérale membre qui est une coopérative de crédit fédérale.

Cessation d’effet

(2) Le paragraphe (1) cesse de s’appliquer à l’institution fédérale membre à la date indiquée dans l’avis prévu au paragraphe 39.2(3).

2010, ch. 12, art. 2103.

 

 

Regulation to exempt or adapt

39.192 (1) The Governor in Council may, by regulation,

(a) exempt federal member institutions in respect of which an order is made under subsection 39.13(1), bridge institutions or affiliates of either of those institutions, or any class of those institutions or class of their affiliates, or any other person from the application of any provision of this Act or the regulations or of the following Acts or the regulations made under them:

(i) the Bank Act,

(ii) the Canadian Payments Act,

(iii) the Cooperative Credit Associations Act,

(iv) the Financial Consumer Agency of Canada Act,

(v) the Insurance Companies Act,

(vi) the Office of the Superintendent of Financial Institutions Act,

(vii) the Trust and Loan Companies Act, and

(viii) the Winding-up and Restructuring Act; or

(b) provide that any provision of this Act or the regulations or of the Acts referred to in paragraph (a) or the regulations made under them applies to federal

Exemption ou adaptation par règlement

39.192 (1) Le gouverneur en conseil peut, par règlement :

a) soustraire les institutions fédérales membres à l’égard desquelles un décret est pris au titre du paragraphe 39.13(1), les institutions-relais, les entités du groupe de l’une ou l’autre de ces institutions — ou toute catégorie de telles institutions ou de telles entités — ou toutes autres personnes, à l’application de toute disposition de la présente loi, de la Loi sur les banques, de la Loi canadienne sur les paiements, de la Loi sur les associations coopératives de crédit, de la Loi sur l’Agence de la consommation en matière financière du Canada, de la Loi sur les sociétés d’assurances, de la Loi sur le Bureau du surintendant des institutions financières, de la Loi sur les sociétés de fiducie et de prêt et de la Loi sur les liquidations et les restructurations ou de leurs règlements;

b) prévoir que toute disposition de ces lois ou de leurs règlements ne s’applique aux institutions fédérales membres à l’égard desquelles un décret est pris au titre du paragraphe 39.13(1), aux institutions-relais, aux entités du groupe de l’une ou l’autre de ces institutions — ou à toute catégorie de telles institutions ou de telles entités — ou à toutes autres personnes que selon les modalités et dans la mesure prévues par le règlement pris en vertu du présent paragraphe, et adapter ces dispositions à cette application.

 

 

Current to February 11, 2020

   69    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Non-application of Certain Legislative Provisions

  

Non-application de certaines dispositions législatives

Section 39.192

  

Article 39.192

 

member institutions in respect of which an order is made under subsection 39.13(1), bridge institutions or affiliates of either of those institutions, or any class of those institutions or class of their affiliates, or any other person but only in the manner and to the extent provided for in the regulation made under this subsection, and adapt that provision for the purpose of that application.

 

 

Order directed at a given federal member institution

(2) The Governor in Council or the Minister may, by order, do anything that may be done by regulation under subsection (1) in respect of a federal member institution in respect of which an order is made under subsection 39.13(1), a bridge institution, an affiliate of either of those institutions or any other person.

 

Scope or conditions

(3) An exemption made under paragraph (1)(a) or subsection (2) may be limited in scope or duration or subject to conditions.

Décret ou arrêté à l’égard d’une institution fédérale membre donnée

(2) Le gouverneur en conseil peut, par décret, et le ministre peut, par arrêté, prendre à l’égard d’une institution fédérale membre à l’égard de laquelle un décret est pris au titre du paragraphe 39.13(1), d’une institution-relais, de toute entité du groupe de celles-ci ou de toute autre personne toute mesure visée au paragraphe (1) qu’il peut prendre par règlement.

Portée et conditions

(3) L’exemption visée à l’alinéa (1)a) et au paragraphe (2) peut être de portée ou de durée limitées ou assortie de conditions.

 

 

Coming into force

(4) An order made by the Minister does not take effect before the later of the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution and the day on which an order made by the Governor in Council under subsection (2) expires.

Expiry

(5) An order made by the Minister expires one year after the day on which the order comes into force or any shorter period specified in the order.

Extension

(6) The Minister may, by order, grant one or more extensions of the applicable period set out in subsection (5) — of up to one year each — but the last extension must expire not later than five years after the date specified in the notice described in subsection 39.2(3).

Entrée en vigueur de l’arrêté

(4) L’arrêté ne peut prendre effet avant la date précisée dans l’avis prévu au paragraphe 39.2(3) à l’égard de l’institution fédérale membre ou, si elle est postérieure, la date où le décret pris au titre du paragraphe (2) cesse d’avoir effet.

Cessation d’effet de l’arrêté

(5) L’arrêté du ministre cesse d’avoir effet un an — ou la période plus courte précisée dans l’arrêté — après la date de son entrée en vigueur.

 

Prorogations

(6) Le ministre peut, par arrêté, accorder une ou plusieurs prorogations — d’au plus un an chacune — du délai applicable visé au paragraphe (5), sans que la durée totale de celui-ci, y compris ses prorogations, puisse excéder cinq ans à compter de la date précisée dans l’avis prévu au paragraphe 39.2(3).

 

 

Statutory Instruments Act

(7) The Statutory Instruments Act does not apply to an order made under subsection (2).

Publication

(8) The Minister shall cause an order made under subsection (2) to be published in the Canada Gazette as soon as he or she considers it appropriate to do so.

2016, c. 7, s. 138.

Loi sur les textes réglementaires

(7) La Loi sur les textes réglementaires ne s’applique pas au décret ni à l’arrêté.

Publication

(8) Le ministre fait publier le décret ou l’arrêté, selon le cas, dans la Gazette du Canada dès qu’il le juge opportun.

2016, ch. 7, art. 138.

 

 

Current to February 11, 2020

   70    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Non-application of Certain Legislative Provisions

  

Non-application de certaines dispositions législatives

Sections 39.193-39.2

  

Articles 39.193-39.2

 

Office of Superintendent of Financial Institutions

39.193 (1) Despite subsection 4(2) of the Office of the Superintendent of Financial Institutions Act, if an order is made under subsection 39.13(1) in respect of a federal member institution, the objects of the Office of the Superintendent of Financial Institutions, in respect of the institution or, in the case of an order made under paragraph 39.13(1)(c), a bridge institution, are

(a) to monitor the institution in order to assess its financial condition and determine whether it is complying with its governing statute law and supervisory requirements under that law; and

(b) to report the Office’s findings to the Minister and the Corporation.

Bureau du surintendant des institutions financières

39.193 (1) Malgré le paragraphe 4(2) de la Loi sur le Bureau du surintendant des institutions financières, si un décret est pris au titre du paragraphe 39.13(1) à l’égard d’une institution fédérale membre, le Bureau du surintendant des institutions financières poursuit à l’égard de l’institution ou, dans le cas d’un décret pris au titre de l’alinéa 39.13(1)c), à l’égard de l’institution-relais, les objectifs suivants :

a) surveiller l’institution afin d’évaluer la situation financière de celle-ci et de vérifier si elle se conforme aux lois qui la régissent et aux exigences découlant de l’application de ces lois;

b) communiquer ses conclusions au ministre et à la Société.

 

 

Application

(2) Subsection (1) applies during the period that begins on the day on which the order is made and ends

(a) on the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution; or

(b) on the day on which the bridge institution ceases to be designated as such.

2016, c. 7, s. 138.

Durée d’application

(2) Le paragraphe (1) s’applique durant la période commençant à la date de la prise du décret et se terminant :

a) soit à la date précisée à l’égard de l’institution fédérale membre dans l’avis prévu au paragraphe 39.2(3);

b) soit à la date à laquelle l’institution-relais perd son statut d’institution-relais.

2016, ch. 7, art. 138.

 

 

Restructuring Transactions

Restructuring transactions

39.2 (1) If an order is made under paragraph 39.13(1)(a), the Corporation may, in addition to any other of its rights and powers, carry out, or cause the federal member institution to carry out,

(a) a transaction or series of transactions that involves the sale of all or part of the shares or subordinated debt of the federal member institution;

(b) a transaction that involves the amalgamation of the federal member institution;

(c) a transaction or series of transactions that involves the sale or other disposition by the federal member institution of all or part of its assets or the assumption by another person of all or part of its liabilities, or both; and

(d) any other transaction or series of transactions the purpose of which is to restructure the business of the federal member institution.

Opérations de restructuration

Opérations de restructuration

39.2 (1) En cas de prise d’un décret au titre de l’alinéa 39.13(1)a), la Société peut, en plus de ses autres attributions, effectuer ou faire effectuer par l’institution fédérale membre les opérations suivantes :

a) la vente, en bloc ou par tranches, en tout ou en partie, des actions ou des dettes subordonnées de l’institution fédérale membre;

b) la fusion de celle-ci avec une autre institution;

c) la disposition par l’institution fédérale membre, en bloc ou par tranches, notamment par vente, de tout ou partie de son actif et la prise en charge, en bloc ou par tranches, de son passif, en tout ou en partie, ou une de ces opérations;

d) toute autre opération, en bloc ou par tranches, visant la restructuration de l’activité de l’institution fédérale membre.

 

 

 

Current to February 11, 2020

   71    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Restructuring Transactions

  

Opérations de restructuration

Section 39.2

  

Article 39.2

 

 

Transactions for disposition of assets or restructuring

(2) If an order is made under paragraph 39.13(1)(b), the Corporation, as receiver, may, in addition to any other of its rights and powers, carry out

(a) a transaction or series of transactions that involves the sale or other disposition of all or part of the assets of the federal member institution or the assumption by another person of all or part of its liabilities, or both; and

(b) any other transaction or series of transactions the purpose of which is to restructure the business of the federal member institution.

 

Opérations pour disposer de l’actif ou restructurer l’activité

(2) En cas de prise d’un décret au titre de l’alinéa 39.13(1)b), la Société, en sa qualité de séquestre, peut en outre effectuer les opérations suivantes :

a) la disposition, en bloc ou par tranches, notamment par vente, de tout ou partie de l’actif de l’institution fédérale membre et la prise en charge, en bloc ou par tranches, de son passif, en tout ou en partie, ou une de ces opérations;

b) toute autre opération, en bloc ou par tranches, visant la restructuration de l’activité de l’institution fédérale membre.

 

 

No approval required — transaction with bridge institution

(2.1) If a transaction referred to in subsection (1) or (2) between the Corporation, as receiver for a federal member institution, and a bridge institution requires the approval of the Minister or the Superintendent under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act, that approval is not required despite those Acts.

Approbation non requise : institution-relais

(2.1) L’opération visée aux paragraphes (1) ou (2) conclue entre la Société, en sa qualité de séquestre de l’institution fédérale membre, et l’institution-relais n’est pas subordonnée à l’approbation du ministre ou du surintendant sous le régime de la Loi sur les banques, de la Loi sur les associations coopératives de crédit, de la Loi sur les sociétés d’assurances ou de la Loi sur les sociétés de fiducie et de prêt, malgré ce que prévoient ces lois.

 

 

Approval by Minister

(2.2) If a transaction referred to in subsection (1) or (2), other than one described in subsection (2.1), requires the approval of the Superintendent under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act, that approval is not required despite those Acts but the transaction has no force or effect until the Minister approves it after consultation with the Superintendent.

Approbation du ministre

(2.2) Pour toute opération visée aux paragraphes (1) ou (2), autre que celle visée au paragraphe (2.1), subordonnée à l’approbation du surintendant au titre de la Loi sur les banques, de la Loi sur les associations coopératives de crédit, de la Loi sur les sociétés d’assurances ou de la Loi sur les sociétés de fiducie et de prêt, l’approbation n’est pas nécessaire, malgré ce que prévoient ces lois, mais l’opération n’a d’effet qu’une fois approuvée par le ministre, après consultation du surintendant.

 

 

Conversion

(2.3) An order made under paragraph 39.13(1)(d) gives the Corporation the power to convert, or cause the federal member institution to convert, in whole or in part — by means of a transaction or series of transactions and in one or more steps — the institution’s shares and liabilities that are prescribed by the regulations made under subsection (10) into common shares of that institution or of any of its affiliates.

Conversion

(2.3) Le décret pris au titre de l’alinéa 39.13(1)d) donne à la Société le pouvoir de convertir ou de faire convertir par l’institution fédérale membre en tout ou en partie — par l’entremise d’une opération, en bloc ou par tranches et en une ou plusieurs étapes — les actions et éléments du passif de l’institution qui sont visés par un règlement pris en vertu du paragraphe (10) en actions ordinaires de l’institution ou de toute entité de son groupe.

 

 

Terms and conditions

(2.4) Subject to any regulations made under subsection (10) and any by-laws made under subsection (12), the

Conditions

(2.4) Sous réserve des règlements pris en vertu du paragraphe (10) et des règlements administratifs pris en

 

 

 

Current to February 11, 2020

   72    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Restructuring Transactions

  

Opérations de restructuration

Section 39.2

  

Article 39.2

 

 

Corporation shall set the terms and conditions of the conversion, including its timing.

vertu du paragraphe (12), la Société fixe les conditions de la conversion, notamment l’échéance de celle-ci.

 

 

Publication

(2.5) As soon as feasible after the conversion, the Corporation shall cause a notice of it to be published in the Canada Gazette and on the federal member institution’s website.

Publication

(2.5) Dès que possible après la conversion, la Société en fait publier un avis dans la Gazette du Canada et sur le site Web de l’institution fédérale membre.

 

 

Completion of transaction

(3) If the Corporation considers that a transaction or series of transactions referred to in this section has been substantially completed and that no other such transactions are expected in respect of the federal member institution, it shall cause a notice to that effect to be published in the Canada Gazette and on the institution’s website. The notice must specify the date on which the notice is to take effect.

Fin de l’opération

(3) Si elle estime qu’une opération, en bloc ou par tranches, visée au présent article est, pour l’essentiel, terminée et qu’aucune autre opération qui y est visée n’est prévue à l’égard de l’institution fédérale membre, la Société en fait publier un avis dans la Gazette du Canada et sur le site Web de l’institution indiquant la date de la prise d’effet de celui-ci.

 

 

Negative pledges inapplicable

(4) No restriction on the rights of the federal member institution, including the right to amalgamate, to sell or otherwise dispose of any of its assets or to provide for the assumption of any of its liabilities, other than a restriction provided for in an Act of Parliament, applies so as to prevent the Corporation, the federal member institution or any other person from carrying out a transaction referred to in this section.

(5) [Repealed, 2016, c. 7, s. 139]

Restrictions non applicables

(4) Les restrictions relatives aux droits de l’institution fédérale membre, y compris le droit de fusionner, de disposer, notamment par la vente, des éléments de son actif ou de prévoir la prise en charge d’éléments de son passif, à l’exception des restrictions prévues par une loi fédérale, n’ont pas pour effet d’empêcher l’institution, la Société ou toute autre personne d’effectuer une opération visée au présent article.

(5) [Abrogé, 2016, ch. 7, art. 139]

 

 

Novation

(6) Any person who assumes a liability of the federal member institution under a transaction referred to in subsection (1) or (2) becomes liable — instead of the federal member institution — to discharge the liability, on approval of the transaction by the Minister or as soon as the person assumes the liability if the transaction does not require the Minister’s approval.

Transfert des obligations

(6) La personne qui prend en charge toute obligation de l’institution fédérale membre en vertu de l’opération visée aux paragraphes (1) ou (2) devient responsable à la place de celle-ci de leur exécution dès l’approbation par le ministre de l’opération ou dès la prise en charge des obligations, dans le cas d’une opération qui ne requiert pas cette approbation.

 

 

Exception

(7) Subsection (6) does not apply to the bridge institution’s assumption of any portion of the federal member institution’s liability that is not insured by the Corporation.

Exception

(7) Le paragraphe (6) ne s’applique pas à la prise en charge par l’institution-relais d’une fraction d’une dette de l’institution fédérale membre qui n’est pas un dépôt assuré par la Société.

 

 

Novation — trust

(8) A trust company within the meaning of subsection 57(2) of the Trust and Loan Companies Act that is designated as a bridge institution may become a trustee in substitution for the federal member institution without formality or the consent of any beneficiary of the trust.

Transfert des obligations — fiducie

(8) La société de fiducie au sens du paragraphe 57(2) de la Loi sur les sociétés de fiducie et de prêt qui est dotée du statut d’institution-relais peut devenir fiduciaire, en remplacement de l’institution fédérale membre, sans le consentement du bénéficiaire ni formalité.

 

 

 

Current to February 11, 2020

   73    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Restructuring Transactions

  

Opérations de restructuration

Section 39.2

  

Article 39.2

 

Effects of conversion

(9) The conversion of shares or liabilities under subsection (2.3)

(a) subject to paragraphs (b) and (c), extinguishes any claim, interest or right in respect of the shares or liabilities, or part of them, that were converted;

(b) does not extinguish any claim to the extent that the claim is a personal claim against a person other than the Corporation, the federal member institution or a person claiming under the Corporation or the federal member institution; and

(c) does not prevent a secured creditor or an assignee or successor in interest of the person who was the holder of the shares or liabilities immediately before the conversion from being entitled to receive compensation under section 39.23.

Effets de la conversion

(9) La conversion des actions ou des éléments du passif au titre du paragraphe (2.3) a les effets suivants :

a) sous réserve des alinéas b) et c), elle éteint les créances, droits ou intérêts qui existaient à l’égard de ces actions ou éléments du passif, ou partie de ceux-ci, qui ont été convertis;

b) elle n’éteint pas les créances dans la mesure où il s’agit de créances personnelles à l’encontre d’une personne autre que la Société, l’institution fédérale membre ou un ayant cause de la Société ou de l’institution;

c) elle ne porte pas atteinte au droit du créancier garanti ou de l’ayant cause de la personne qui détenait des actions ou des éléments du passif au moment de la conversion de recevoir l’indemnité visée à l’article 39.23.

 

 

Regulations

(10) The Governor in Council may make regulations respecting conversion for the purposes of this section.

 

Règlements

(10) Le gouverneur en conseil peut prendre des règlements concernant la conversion pour l’application du présent article.

 

 

Regulations — application

(11) Regulations made under subsection (10) may, if they so provide, apply in respect of shares and liabilities

(a) that were issued or that originated before the day on which the first regulation made under that subsection comes into force if, on or after that day, they are amended or, in the case of liabilities, their term is extended; or

(b) that are issued or that originate on or after that day.

Règlement : application

(11) Les règlements pris en vertu du paragraphe (10) peuvent, s’ils comportent une disposition en ce sens, s’appliquer aux actions et aux éléments du passif :

a) qui ont été émis ou créés avant la date d’entrée en vigueur du premier règlement pris en vertu de ce paragraphe s’ils ont été modifiés ou, dans le cas d’éléments du passif, si la durée de leur terme a été prolongée à cette date ou postérieurement;

b) qui sont émis ou créés à cette date ou postérieurement.

 

 

By-laws

(12) The Corporation may make by-laws respecting conversion for the purposes of this section, including by-laws that prescribe, for the purposes of subsection (2.3), the interim instruments into which shares and liabilities may be converted before they are converted into common shares.

Règlements administratifs

(12) La Société peut prendre des règlements administratifs concernant la conversion pour l’application du présent article, notamment des règlements administratifs fixant, pour l’application du paragraphe (2.3), dans quels titres intérimaires les actions et les éléments du passif peuvent être convertis avant d’être convertis en actions ordinaires.

 

 

Inconsistency

(13) In the event of any inconsistency between the regulations made under subsection (10) and the by-laws made under subsection (12), the regulations prevail to the extent of the inconsistency.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2009, c. 2, s. 247; 2016, c. 7, s. 139.

Incompatibilité

(13) Les dispositions des règlements pris en vertu du paragraphe (10) l’emportent sur les dispositions incompatibles des règlements administratifs pris en vertu du paragraphe (12).

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2009, ch. 2, art. 247; 2016, ch. 7, art. 139.

 

 

 

Current to February 11, 2020

   74    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Restructuring Transactions

  

Opérations de restructuration

Sections 39.201-39.202

  

Articles 39.201-39.202

 

Terms and conditions of transactions

39.201 (1) If the Corporation as receiver for a federal member institution carries out a transaction with a bridge institution, the Corporation shall establish the terms and conditions of the transaction, including

(a) which assets the bridge institution shall acquire and the consideration to be paid for the assets acquired; and

(b) which liabilities the bridge institution shall assume and the consideration to be paid for the liabilities assumed.

 

Conditions des opérations

39.201 (1) Si la Société, en sa qualité de séquestre d’une institution fédérale membre, conclut toute opération avec l’institution-relais, elle fixe toutes les conditions de l’opération, notamment :

a) quels actifs l’institution-relais acquiert et la contrepartie à verser;

b) quelles dettes l’institution-relais prend en charge et la contrepartie à verser.

 

 

Reasonable consideration

(2) The consideration referred to in paragraph (1)(a) shall be reasonable in the circumstances.

(3) [Repealed, 2016, c. 7, s. 140]

2009, c. 2, s. 248; 2016, c. 7, s. 140.

Contrepartie raisonnable

(2) La contrepartie visée à l’alinéa (1)a) doit être raisonnable eu égard aux circonstances.

(3) [Abrogé, 2016, ch. 7, art. 140]

2009, ch. 2, art. 248; 2016, ch. 7, art. 140.

 

 

Deposit liabilities assumed

39.202 (1) A bridge institution shall assume a federal member institution’s deposit liabilities that are both insured by the Corporation and posted in the federal member institution’s records as of the date and time specified in the order referred to in paragraph 39.13(1)(c).

Dépôts

39.202 (1) L’institution-relais prend en charge les dépôts auprès de l’institution fédérale membre qui, à la fois, sont assurés par la Société et, au moment prévu dans le décret pris en vertu de l’alinéa 39.13(1)c), sont reportés dans les registres de l’institution fédérale membre.

 

 

Interest

(1.1) Any interest accrued on the deposit liabilities referred to in subsection (1) is assumed by the bridge institution.

Intérêts

(1.1) L’institution-relais prend en charge les intérêts courus sur les dépôts visés au paragraphe (1).

 

 

Deeming deposits or withdrawals not entered

(1.2) Any deposit or withdrawal that is made on or before that date and time but is not posted in the records of the federal member institution as of that date and time, and any deposit or withdrawal made after that date and time, are deemed to be deposited with or withdrawn from, as the case may be, the bridge institution.

Dépôts et retraits réputés

(1.2) Les dépôts et les retraits faits jusqu’au moment visé au paragraphe (1), mais non reportés dans les registres de l’institution fédérale membre, ainsi que ceux faits après ce moment, sont réputés être des dépôts et des retraits faits auprès de l’institution-relais.

 

 

Interest

(1.3) Any interest accruing on the deposits referred to in subsection (1.2) is owed by the bridge institution.

Subrogation

(2) If the bridge institution assumes any portion of a federal member institution’s liability that is not insured by the Corporation, the bridge institution is subrogated to all the rights and interests of the creditor against the federal member institution in relation to the entire liability and may maintain an action in respect of those rights and interests in its own name or in the name of the creditor.

Intérêts

(1.3) L’institution-relais est responsable des intérêts courus sur les dépôts visés au paragraphe (1.2).

Subrogation

(2) L’institution-relais qui prend en charge une fraction d’une dette de l’institution fédérale membre qui n’est pas un dépôt assuré par la Société est subrogée dans les droits et intérêts du créancier contre l’institution fédérale membre à l’égard de la totalité de la créance en cause. Elle peut, pour faire valoir ces droits et intérêts, ester en justice sous son propre nom ou celui du créancier.

 

 

 

Current to February 11, 2020

   75    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Restructuring Transactions

  

Opérations de restructuration

Sections 39.202-39.22

  

Articles 39.202-39.22

 

Creditor’s rights and interests

(3) As soon as the bridge institution receives an amount equal to the liabilities that are not insured by the Corporation that it assumed, the rights and interests in respect of the balance remaining revert to the creditor.

2009, c. 2, s. 248; 2010, c. 12, s. 1891.

Droits et intérêts du créancier

(3) Dès que l’institution-relais reçoit une somme égale à celle qu’elle a prise en charge en ce qui a trait aux créances qui ne sont pas des dépôts assurés par la Société, les droits et intérêts à l’égard du solde non recouvré sont rétrocédés au créancier.

2009, ch. 2, art. 248; 2010, ch. 12, art. 1891.

 

 

Liquidator bound

39.203 (1) The liquidator of a federal member institution appointed under the Winding-up and Restructuring Act is bound by the terms and conditions of any transaction that involves the sale or other disposition of the federal member institution’s assets or the assumption by a bridge institution of any portion of the federal member institution’s liabilities and shall carry out those transactions or cause them to be carried out.

Liquidateur lié

39.203 (1) Le liquidateur de l’institution fédérale membre nommé en vertu de la Loi sur les liquidations et les restructurations est lié par les conditions de toute opération comportant soit la disposition d’actifs de celle-ci, soit la prise en charge de dettes de celle-ci par l’institution-relais. Il lui incombe d’effectuer ou de faire effectuer l’opération.

 

 

Expenses

(2) All costs, charges and expenses properly incurred by the liquidator in complying with the terms and conditions of any transaction referred to in subsection (1), including the liquidator’s remuneration, are payable by the bridge institution.

2009, c. 2, s. 248.

Dépenses

(2) L’institution-relais paie au liquidateur les dépenses, charges et frais légitimes, y compris sa rémunération, qu’il supporte afin de respecter les conditions de l’opération.

2009, ch. 2, art. 248.

 

 

Right transferable

39.21 If the assets that are sold under a transaction described in section 39.2 or by a bank designated as a bridge institution include any outstanding security under section 426 or 427 of the Bank Act, the buyer of the assets may hold the security for the life of the loan to which the security relates and all the provisions of that Act relating to the security and its enforcement continue to apply to the buyer as though the buyer were a bank.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2009, c. 2, s. 249.

Droit transférable

39.21 Dans le cas où un des éléments de l’actif vendu par la Société ou l’institution fédérale membre conformément à l’article 39.2 ou par une banque dotée du statut d’institution-relais est la sûreté visée aux articles 426 ou 427 de la Loi sur les banques, l’acheteur peut la détenir pendant toute la durée du prêt qu’elle garantit et les dispositions de cette loi relatives à cette sûreté et à sa réalisation continuent de s’appliquer à l’acheteur comme s’il était la banque.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2009, ch. 2, art. 249.

 

 

Winding-up

39.22 (1) The Corporation shall apply for a winding-up order in respect of a federal member institution under the Winding-up and Restructuring Act if a notice has not been published under subsection 39.2(3) in respect of the institution on or before

(a) the 60th day after the day on which the order is made under subsection 39.13(1); or

(b) the day on which any extension of that period ends.

Liquidation

39.22 (1) La Société demande l’ordonnance de liquidation prévue par la Loi sur les liquidations et les restructurations à l’égard de l’institution fédérale membre si aucun avis n’a été publié au titre du paragraphe 39.2(3) à l’égard de celle-ci au plus tard :

a) soit le soixantième jour suivant la date de la prise du décret au titre du paragraphe 39.13(1);

b) soit à l’expiration de toute prorogation de ce délai.

 

 

Winding-up — certain cases

(1.1) Despite subsection (1), if an order is made under paragraph 39.13(1)(d) or subsection 39.13(1.3) in respect

Liquidation : cas particuliers

(1.1) Malgré le paragraphe (1), si un décret est pris au titre de l’alinéa 39.13(1)d) ou du paragraphe 39.13(1.3) à

 

 

Current to February 11, 2020

   76    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Restructuring Transactions

  

Opérations de restructuration

Sections 39.22-39.23

  

Articles 39.22-39.23

 

of the institution, the Corporation shall apply for a winding-up order in respect of the institution under the Winding-up and Restructuring Act if a notice has not been published under subsection 39.2(3) in respect of the institution on or before

(a) the day that is one year after the day on which the order is made under subsection 39.13(1) or any shorter period specified in the order made under paragraph 39.13(1)(d) or subsection 39.13(1.3), as the case may be; or

(b) the day on which any extension of the applicable period ends.

l’égard de l’institution, la Société demande l’ordonnance de liquidation prévue par la Loi sur les liquidations et les restructurations à l’égard de l’institution si aucun avis n’a été publié au titre du paragraphe 39.2(3) à l’égard de celle-ci au plus tard :

a) soit un an après la date de la prise du décret au titre du paragraphe 39.13(1) ou tout autre délai plus court précisé dans le décret pris au titre de l’alinéa 39.13(1)d) ou du paragraphe 39.13(1.3), selon le cas;

b) soit à l’expiration de toute prorogation du délai applicable.

 

 

Deeming

(2) For the purposes of the Winding-up and Restructuring Act, the Corporation is deemed to be a creditor of the federal member institution.

Extension

(3) The Governor in Council may, by order made on the recommendation of the Minister, grant one or more extensions of the period set out in subsection (1) — of up to 30 days each — but the last extension must expire not later than 180 days after the day on which the order is made under subsection 39.13(1).

Présomption

(2) Pour l’application de la Loi sur les liquidations et les restructurations, la Société est réputée être un créancier de l’institution fédérale membre.

Prorogations

(3) Le gouverneur en conseil peut, par décret pris sur recommandation du ministre, accorder une ou plusieurs prorogations — d’au plus trente jours chacune — du délai visé au paragraphe (1), sans que la durée totale de celui-ci, y compris ses prorogations, puisse excéder cent quatre-vingts jours.

 

 

Extension — certain cases

(4) The Governor in Council may, by order made on the recommendation of the Minister, grant one or more extensions of the applicable period set out in subsection (1.1) — of up to one year each — but the last extension must expire not later than five years after the day on which the order is made under subsection 39.13(1).

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2016, c. 7, s. 141.

Prorogations : cas particuliers

(4) Le gouverneur en conseil peut, par décret pris sur recommandation du ministre, accorder une ou plusieurs prorogations — d’au plus un an chacune — du délai applicable visé au paragraphe (1.1), sans que la durée totale de celui-ci, y compris ses prorogations, puisse excéder cinq ans.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2016, ch. 7, art. 141.

 

 

Compensation

Amount of compensation

39.23 (1) If an order is made under subsection 39.13(1), the Corporation shall, in accordance with the regulations and the by-laws, determine the amount of compensation, if any, to be paid to a prescribed person.

 

Indemnité

Montant de l’indemnité

39.23 (1) Si un décret est pris au titre du paragraphe 39.13(1), la Société décide, en conformité avec les règlements et les règlements administratifs, du montant de l’indemnité à verser, le cas échéant, aux personnes visées par règlement.

 

 

Persons entitled to compensation

(2) Only a prescribed person who is in a worse financial position than they would have been had the federal member institution been liquidated under the Winding-up and Restructuring Act is entitled to be paid compensation.

Personnes qui ont droit à une indemnité

(2) Seules les personnes visées par règlement qui se trouvent dans une situation financière plus défavorable que celle dans laquelle elles auraient été si l’institution fédérale membre avait été liquidée en vertu de la Loi sur les liquidations et les restructurations peuvent recevoir une indemnité.

 

 

Current to February 11, 2020

   77    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Compensation

  

Indemnité

Sections 39.23-39.27

  

Articles 39.23-39.27

 

Duty to pay compensation

(3) The Corporation shall pay the compensation and shall decide whether to pay it wholly or partly in cash or wholly or partly in any other form, including shares, that the Corporation considers appropriate.

Obligation de verser l’indemnité

(3) La Société verse l’indemnité et décide de le faire en argent, en tout ou en partie, ou sous toute autre forme, en tout ou en partie, notamment en actions, qu’elle estime indiquée.

 

 

Determining amount — no comparison with others

(4) In determining the amount of compensation to which a person is entitled, the following shall not be taken into account:

(a) any shares or other interest or right received by another person as a result of an order made under subsection 39.13(1) or retained by another person; and

(b) any common shares received by another person as a result of a conversion of shares or liabilities in accordance with the contractual terms of those shares or liabilities.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2016, c. 7, s. 142.

Détermination du montant : aucune comparaison avec autrui

(4) Afin de déterminer le montant de l’indemnité auquel une personne a droit, il n’est pas tenu compte :

a) des actions ou d’autres droits ou intérêts qu’une autre personne reçoit en raison d’un décret pris au titre du paragraphe 39.13(1) ou conserve;

b) des actions ordinaires reçues par une autre personne en raison de la conversion d’actions ou d’éléments du passif conformément aux termes du contrat qui est assorti à ces actions ou éléments du passif.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2016, ch. 7, art. 142.

 

 

Decision conclusive

39.24 Except as otherwise provided in this Act, a decision made by the Corporation under section 39.23 or by an assessor appointed under section 39.26 is for all purposes final and conclusive and shall not be questioned or reviewed in any court.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2009, c. 2, s. 250; 2016, c. 7, s. 142.

39.241 [Repealed, 1996, c. 6, s. 41]

Décisions définitives

39.24 Sauf disposition contraire de la présente loi, les décisions prises par la Société au titre de l’article 39.23 et celles prises par l’évaluateur nommé en vertu de l’article 39.26 sont, à tous égards, définitives et ne sont susceptibles d’aucun recours judiciaire.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2009, ch. 2, art. 250; 2016, ch. 7, art. 142.

39.241 [Abrogé, 2016, ch. 7, art. 142]

 

 

Discharge of liability

39.25 Payment of the compensation by the Corporation under section 39.23 discharges the Corporation from its obligations under that section and in no case is the Corporation under any obligation to see to the proper application in any way of any such payment.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2016, c. 7, s. 142.

Caractère libératoire

39.25 Le versement par la Société de l’indemnité en application de l’article 39.23 dégage celle-ci de toute obligation découlant de cet article et la Société n’est en aucun cas tenue de veiller à l’affectation de la somme versée.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2016, ch. 7, art. 142.

 

 

Appointment of assessor

39.26 In the circumstances prescribed by the regulations, the Governor in Council shall, by order, appoint as assessor a judge who is in receipt of a salary under the Judges Act to review a decision made by the Corporation under subsection 39.23(1) and determine the amount of compensation, if any, to be paid to a prescribed person.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2016, c. 7, s. 142.

Nomination d’un évaluateur

39.26 Dans les circonstances prévues par règlement, le gouverneur en conseil nomme, par décret, à titre d’évaluateur un juge qui reçoit un traitement en vertu de la Loi sur les juges pour réviser la décision de la Société prise au titre du paragraphe 39.23(1) et décider du montant de l’indemnité à verser, le cas échéant, aux personnes visées par règlement.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2016, ch. 7, art. 142.

 

 

Sittings and hearings

 

39.27 (1) An assessor may sit at any place and shall arrange for the sittings and hearings that may be required.

    

Séances et auditions

 

39.27 (1) L’évaluateur peut siéger en tout lieu et prendre les mesures nécessaires à cet effet.

 

Current to February 11, 2020

   78    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Compensation

  

Indemnité

Sections 39.27-39.28

  

Articles 39.27-39.28

 

Powers of assessor

(2) The assessor has all the powers conferred on a commissioner appointed under Part II of the Inquiries Act for the purpose of obtaining evidence under oath.

Pouvoirs de l’évaluateur

(2) L’évaluateur jouit des pouvoirs conférés aux commissaires en vertu de la partie II de la Loi sur les enquêtes pour la réception des dépositions sous serment.

 

 

Persons to assist

(3) An assessor may appoint a person to assist him or her in performing his or her functions.

Assistance

(3) L’évaluateur peut s’adjoindre toute personne pour l’aider à exécuter ses attributions.

 

 

Payment

(4) Fees and disbursements payable to the person may be included by the assessor in an amount awarded in respect of costs under subsection (5) or (6).

Honoraires

(4) L’évaluateur peut inclure les honoraires et déboursés auxquels a droit la personne visée au paragraphe (3) dans le montant des frais déterminés conformément aux paragraphes (5) ou (6).

 

 

Costs of prescribed person

(5) If the assessor determines that it is just and reasonable that costs in the proceeding before the assessor be awarded to a prescribed person and against the Corporation, the amount that the assessor determines to be just and reasonable to award in respect of those costs is payable by the Corporation to the prescribed person.

Frais des personnes visées

(5) Dans le cas où l’évaluateur estime justifié qu’il soit accordé à la personne visée par règlement des frais afférents à l’instance dont il est saisi, lesquels sont à verser par la Société, celle-ci est tenue de verser le montant qu’il estime justifié d’accorder à l’égard de ces frais.

 

 

Costs of Corporation

(6) If the assessor determines that it is just and reasonable that costs in the proceeding before the assessor be awarded to the Corporation and against a prescribed person, the amount that the assessor determines to be just and reasonable to award in respect of those costs constitutes a debt payable by the prescribed person to the Corporation and may be recovered as such in any court of competent jurisdiction.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2016, c. 7, s. 142.

Frais de la Société

(6) Dans le cas où l’évaluateur estime justifié qu’il soit accordé à la Société des frais afférents à l’instance dont il est saisi, lesquels sont à verser par toute personne visée par règlement, le montant qu’il estime justifié d’accorder à l’égard de ces frais constitue une créance de la Société qu’elle peut recouvrer à ce titre devant tout tribunal compétent.

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2016, ch. 7, art. 142.

 

 

Regulations

39.28 (1) The Governor in Council may make regulations respecting compensation for the purposes of sections 39.23 to 39.27, including regulations

(a) prescribing persons referred to in subsection 39.23(1);

(b) respecting the factors that the Corporation shall or shall not consider in making a decision under subsection 39.23(1);

(c) respecting the circumstances in which an assessor must be appointed under section 39.26;

(d) respecting the factors that an assessor shall or shall not consider in making a decision; and

(e) respecting procedural requirements.

Règlements

39.28 (1) Le gouverneur en conseil peut prendre des règlements concernant les indemnités, pour l’application des articles 39.23 à 39.27, notamment des règlements :

a) précisant les personnes visées au paragraphe 39.23(1);

b) concernant les facteurs dont la Société doit tenir compte ou pas dans les décisions prises au titre du paragraphe 39.23(1);

c) concernant les circonstances dans lesquelles il est tenu de nommer un évaluateur pour l’application de l’article 39.26;

d) concernant les facteurs dont l’évaluateur doit tenir compte ou pas dans ses décisions;

e) concernant les exigences procédurales.

 

 

Current to February 11, 2020

   79    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Compensation

  

Indemnité

Sections 39.28-39.371

  

Articles 39.28-39.371

 

By-laws

(2) The Corporation may make by-laws respecting compensation for the purposes of section 39.23.

Règlements administratifs

(2) La Société peut prendre des règlements administratifs concernant les indemnités pour l’application de l’article 39.23.

 

 

Inconsistency

(3) In the event of any inconsistency between the regulations made under subsection (1) and the by-laws made under subsection (2), the regulations prevail to the extent of the inconsistency.

1992, c. 26, s. 11; 1996, c. 6, s. 41; 2016, c. 7, s. 142.

Incompatibilité

(3) Les dispositions des règlements pris en vertu du paragraphe (1) l’emportent sur les dispositions incompatibles des règlements administratifs pris en vertu du paragraphe (2).

1992, ch. 26, art. 11; 1996, ch. 6, art. 41; 2016, ch. 7, art. 142.

 

 

39.29 [Repealed, 2016, c. 7, s. 142]

39.3 [Repealed, 2016, c. 7, s. 142]

39.31 [Repealed, 2016, c. 7, s. 142]

39.32 [Repealed, 2016, c. 7, s. 142]

39.33 [Repealed, 2016, c. 7, s. 142]

39.34 [Repealed, 2016, c. 7, s. 142]

39.35 [Repealed, 2016, c. 7, s. 142]

39.36 [Repealed, 2016, c. 7, s. 142]

39.361 [Repealed, 2016, c. 7, s. 142]

39.37 [Repealed, 2016, c. 7, s. 142]

39.29 [Abrogé, 2016, ch. 7, art. 142]

39.3 [Abrogé, 2016, ch. 7, art. 142]

39.31 [Abrogé, 2016, ch. 7, art. 142]

39.32 [Abrogé, 2016, ch. 7, art. 142]

39.33 [Abrogé, 2016, ch. 7, art. 142]

39.34 [Abrogé, 2016, ch. 7, art. 142]

39.35 [Abrogé, 2016, ch. 7, art. 142]

39.36 [Abrogé, 2016, ch. 7, art. 142]

39.361 [Abrogé, 2016, ch. 7, art. 142]

39.37 [Abrogé, 2016, ch. 7, art. 142]

 

 

Creation and Operation of Bridge Institutions

Incorporation

39.371 (1) The Minister shall, without delay after an order is made under paragraph 39.13(1)(c), issue letters patent incorporating a federal institution.

Constitution et fonctionnement des institutions-relais

Constitution

39.371 (1) Le ministre, sans délai après la prise d’un décret au titre de l’alinéa 39.13(1)c), délivre des lettres patentes pour la constitution d’une institution fédérale.

 

 

Incorporating Act

(2) The letters patent are issued under whichever of the following Acts regulates the federal member institution that is the subject of the Superintendent’s report under subsection 39.1(1) or (3):

(a) the Bank Act;

(b) the Cooperative Credit Associations Act; or

(c) the Trust and Loan Companies Act.

Loi constitutive

(2) Les lettres patentes sont délivrées en vertu de celle des lois ci-après qui régit l’institution fédérale membre visée par le rapport du surintendant fait en application des paragraphes 39.1(1) ou (3) :

a) la Loi sur les banques;

b) la Loi sur les associations coopératives de crédit;

c) la Loi sur les sociétés de fiducie et de prêt.

 

 

Current to February 11, 2020

   80    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Creation and Operation of Bridge Institutions

  

Constitution et fonctionnement des institutions-relais

Sections 39.371-39.3715

  

Articles 39.371-39.3715

 

Order to commence and carry on business

(3) The Superintendent shall, without delay after the letters patent are issued, make an order approving the commencement and carrying on of business by the federal institution referred to in subsection (1).

Agrément de fonctionnement

(3) Sans délai après la délivrance des lettres patentes, le surintendant délivre à l’institution fédérale nouvellement constituée un agrément de fonctionnement.

 

 

Content of Superintendent’s order — limitation

(4) The Superintendent’s order shall not prohibit the federal institution, during the period that it is designated as a bridge institution, from accepting deposits in Canada and shall not make the federal institution, during that period, subject to subsection 413(3) of the Bank Act, subsection 378.1(2) of the Cooperative Credit Associations Act or subsection 413(2) of the Trust and Loan Companies Act.

2009, c. 2, s. 251.

Contenu de l’agrément de fonctionnement — limitations

(4) L’agrément de fonctionnement ne peut, durant la période où l’institution fédérale est dotée du statut d’institution-relais, lui interdire d’accepter des dépôts au Canada ni l’assujettir au paragraphe 413(3) de la Loi sur les banques, au paragraphe 378.1(2) de la Loi sur les associations coopératives de crédit ou au paragraphe 413(2) de la Loi sur les sociétés de fiducie et de prêt.

2009, ch. 2, art. 251.

 

 

Duration

39.3711 (1) Subject to section 39.3715, the federal institution referred to in subsection 39.371(1) is designated as a bridge institution for a period of two years.

Durée

39.3711 (1) Sous réserve de l’article 39.3715, l’institution fédérale visée au paragraphe 39.371(1) conserve le statut d’institution-relais pour une période de deux ans.

 

 

Extensions

(2) The Governor in Council may, by order, on the recommendation of the Minister, grant up to three extensions — of one year each — of the period referred to in subsection (1).

2009, c. 2, s. 251.

39.3712 [Repealed, 2016, c. 7, s. 143]

Prorogations

(2) Sur recommandation du ministre, le gouverneur en conseil peut accorder, par décret, jusqu’à trois prorogations — d’une période d’un an chacune — de ce statut.

2009, ch. 2, art. 251.

39.3712 [Abrogé, 2016, ch. 7, art. 143]

 

 

Financial assistance

39.3713 The Corporation shall provide the financial assistance that a bridge institution needs in order to discharge its obligations, except for its obligations to the Corporation, as they become due.

2009, c. 2, s. 251.

Aide financière

39.3713 La Société fournit à l’institution-relais l’aide financière dont celle-ci a besoin pour s’acquitter de ses obligations — à l’exception de ses obligations envers la Société — au fur et à mesure qu’elles deviennent exigibles.

2009, ch. 2, art. 251.

 

 

Shares held by Corporation

39.3714 The Corporation may hold shares in a bridge institution only if the Corporation is the sole shareholder.

2009, c. 2, s. 251.

Actions détenues par la Société

39.3714 La Société ne peut détenir des actions de l’institution-relais que si elle en est l’actionnaire unique.

2009, ch. 2, art. 251.

 

 

Termination of designation

39.3715 A federal institution’s designation as a bridge institution terminates if

(a) the Corporation is no longer the sole shareholder; or

Perte du statut

39.3715 L’institution fédérale perd le statut d’institution-relais dès que survient l’une ou l’autre des situations suivantes :

a) la Société n’est plus l’actionnaire unique;

 

 

Current to February 11, 2020

   81    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Creation and Operation of Bridge Institutions

  

Constitution et fonctionnement des institutions-relais

Sections 39.3715-39.3718

  

Articles 39.3715-39.3718

 

(b) the federal institution is amalgamated with a body corporate that is not a bridge institution.

2009, c. 2, s. 251.

b) l’institution fédérale fusionne avec une personne morale qui n’est pas une institution-relais.

2009, ch. 2, art. 251.

 

 

Mandatory dissolution of bridge institution

39.3716 If a bridge institution’s designation has not terminated under section 39.3715, the federal institution’s board of directors shall take all necessary steps to dissolve the federal institution if

(a) all or substantially all of the federal institution’s assets have been sold or otherwise disposed of; and

(b) all or substantially all of its liabilities have been assumed or discharged.

2009, c. 2, s. 251.

Dissolution obligatoire de l’institution-relais

39.3716 Le conseil d’administration de l’institution fédérale dotée du statut d’institution-relais qui n’a pas perdu ce statut en application de l’article 39.3715 prend les mesures utiles à sa dissolution si :

a) d’une part, celle-ci a disposé de tous ou presque tous ses éléments d’actif;

b) d’autre part, toutes ou presque toutes ses dettes ont été prises en charge ou acquittées.

2009, ch. 2, art. 251.

 

 

Winding-up of federal member institution

39.3717 (1) If the Corporation considers that substantially all of the transfers of assets and liabilities of a federal member institution to a bridge institution have been substantially completed, the Corporation shall apply for a winding-up order under the Winding-up and Restructuring Act in respect of the federal member institution.

 

Liquidation de l’institution fédérale membre

39.3717 (1) La Société présente la demande d’ordonnance de mise en liquidation prévue par la Loi sur les liquidations et les restructurations à l’égard de l’institution fédérale membre si, de l’avis de la Société, presque tous les transferts des actifs et des dettes de celle-ci à l’institution-relais sont pour l’essentiel terminés.

 

 

Creditor

(2) For the purposes of the Winding-up and Restructuring Act, the Corporation is deemed to be a creditor of the federal member institution.

 

Créancier

(2) Pour l’application de la Loi sur les liquidations et les restructurations, la Société est réputée être un créancier de l’institution fédérale membre.

 

 

Exception

(3) If the Superintendent has taken control of the federal member institution or its assets and has requested the Attorney General of Canada to apply for a winding-up order or informs the Corporation that he or she intends to request that the Attorney General of Canada apply for that order, the Corporation is not required to apply for a winding-up order.

2009, c. 2, s. 251.

Exception

(3) Dans le cas où le surintendant a pris le contrôle de l’institution fédérale membre ou de son actif, la Société n’est pas tenue de présenter la demande d’ordonnance de mise en liquidation si le surintendant a demandé au procureur général du Canada de le faire ou informe la Société qu’il a l’intention de demander à celui-ci de le faire.

2009, ch. 2, art. 251.

 

 

Power of the Corporation

39.3718 (1) The Corporation may hold any federal institution’s shares that the Corporation acquires in the course of a sale or other disposition of its shares of the bridge institution or that a bridge institution acquires in the course of a sale or other disposition of its assets.

Pouvoir de la Société

39.3718 (1) La Société peut détenir des actions de toute institution fédérale qu’elle a acquises dans le cadre de la disposition de ses actions de l’institution-relais ou que l’institution-relais a acquises dans le cadre de la disposition de ses actifs.

 

 

Maximum period

(2) The Corporation may hold the shares for a period of no more than five years from the day on which they are acquired and may dispose of them.

Période maximale

(2) Elle peut les détenir pour une période maximale de cinq ans à compter de l’acquisition et en disposer.

 

 

Current to February 11, 2020

   82    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Creation and Operation of Bridge Institutions

  

Constitution et fonctionnement des institutions-relais

Sections 39.3718-39.3721

  

Articles 39.3718-39.3721

 

Extension

(3) The Minister may, by order, extend the period referred to in subsection (2) if general market conditions so warrant.

 

Prorogation

(3) Le ministre peut, par arrêté, proroger ce délai si les conditions générales du marché le justifient.

 

 

Provisions inapplicable

(4) The following provisions do not apply with respect to the shares referred to in subsection (1):

(a) sections 401.2 and 401.3 of the Bank Act;

(b) sections 428 and 430 of the Insurance Companies Act; and

(c) sections 396 and 399 of the Trust and Loan Companies Act.

2009, c. 2, s. 251.

Non-application

(4) Les dispositions ci-après ne s’appliquent pas à l’égard des actions visées au paragraphe (1) :

a) les articles 401.2 et 401.3 de la Loi sur les banques;

b) les articles 428 et 430 de la Loi sur les sociétés d’assurances;

c) les articles 396 et 399 de la Loi sur les sociétés de fiducie et de prêt.

2009, ch. 2, art. 251.

 

 

Remuneration and benefits

39.3719 An employee or officer of the Corporation shall not receive remuneration or benefits from a bridge institution for being a director or officer of that institution.

2009, c. 2, s. 251.

Rémunération et avantages

39.3719 L’employé ou le dirigeant de la Société ne reçoit aucune rémunération ni avantage de l’institution-relais pour l’exercice de ses fonctions d’administrateur ou de dirigeant de cette dernière.

2009, ch. 2, art. 251.

 

 

Non-liability with respect to employees

39.372 (1) If a bridge institution becomes the employer of employees of a federal member institution, the bridge institution is not liable in respect of a liability, including one as a successor employer,

(a) that is in respect of the employees or former employees of the federal member institution or a predecessor of the federal member institution or in respect of a pension plan for the benefit of those employees or former employees; and

(b) that exists before the bridge institution becomes the employer or that is calculated by reference to a period before the bridge institution becomes the employer.

 

Employés

39.372 (1) Du fait qu’elle devient l’employeur d’employés de l’institution fédérale membre, l’institution-relais n’est aucunement responsable des obligations, y compris des obligations d’employeur successeur, qui, à la fois :

a) ont trait aux employés ou aux anciens employés de l’institution fédérale membre ou d’un de ses prédécesseurs ou à un régime de retraite pour le bénéfice de ces employés ou anciens employés;

b) existaient avant qu’elle devienne l’employeur ou sont calculées en fonction d’une période antérieure à celle où elle l’est devenue.

 

 

Liability of other successor employers

(2) Subsection (1) does not affect the liability of a successor employer other than the bridge institution.

2009, c. 2, s. 251; 2012, c. 5, s. 201.

 

Obligations d’un employeur successeur

(2) Le paragraphe (1) ne dégage de sa responsabilité aucun employeur successeur autre que l’institution-relais.

2009, ch. 2, art. 251; 2012, ch. 5, art. 201.

 

 

Corporation’s directions

39.3721 (1) The Corporation may give directions to the board of directors of a bridge institution.

Instructions de la Société

39.3721 (1) La Société peut donner des instructions au conseil d’administration de l’institution-relais.

 

 

Current to February 11, 2020

   83    À jour au 11 février 2020

Last amended on May 10, 2019

     

Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Restructuring of Federal Member Institutions

  

Restructuration des institutions fédérales membres

Creation and Operation of Bridge Institutions

  

Constitution et fonctionnement des institutions-relais

Sections 39.3721-39.38

  

Articles 39.3721-39.38

 

Implementation

(2) The board of directors of the bridge institution shall ensure that the directions are implemented in a prompt and efficient manner and shall, after implementing a direction, notify the Corporation without delay that it has been implemented.

2009, c. 2, s. 251; 2016, c. 7, s. 144.

Mise en œuvre

(2) Le conseil d’administration de l’institution-relais veille à la mise en œuvre rapide et efficace des instructions de la Société et avise sans délai celle-ci qu’elles ont été mises en œuvre.

2009, ch. 2, art. 251; 2016, ch. 7, art. 144.

 

 

By-laws — Corporation

39.3722 (1) The Corporation may give directions to the board of directors of a bridge institution to make, amend or repeal any by-law.

Règlements administratifs — pouvoir de la Société

39.3722 (1) La Société peut donner instruction au conseil d’administration de l’institution-relais de prendre, de modifier ou d’abroger tout règlement administratif.

 

 

By-laws — board of directors

(2) The board of directors of a bridge institution may, with the prior approval of the Corporation, make, amend or repeal any by-law.

 

Pouvoir du conseil d’administration

(2) Le conseil d’administration de l’institution-relais peut, avec l’approbation préalable de la Société, prendre, modifier ou abroger tout règlement administratif.

 

 

Meaning of by-law

(3) For the purposes of subsections (1) and (2), by-law means a by-law of the bridge institution.

2009, c. 2, s. 251; 2016, c. 7, s. 145.

 

Sens de règlement administratif

(3) Aux paragraphes (1) et (2), règlement administratif s’entend de tout règlement administratif de l’institution-relais.

2009, ch. 2, art. 251; 2016, ch. 7, art. 145.

 

 

39.3723 [Repealed, 2016, c. 7, s. 146]

39.3723 [Abrogé, 2016, ch. 7, art. 146]

 

 

Restructuring of Provincial Member Institutions

Federal-provincial agreements

39.38 (1) The Minister may, with the approval of the Governor in Council, enter into an agreement with an appropriate provincial minister providing for the application of any of sections 39.1 to 39.28 to provincial member institutions incorporated under the laws of that province.

Restructuration des institutions provinciales membres

Accords fédéraux-provinciaux

39.38 (1) Le ministre peut, avec l’agrément du gouverneur en conseil, conclure avec le ministre provincial compétent un accord prévoyant l’application de tout ou partie des articles 39.1 à 39.28 aux institutions provinciales membres instituées en personne morale sous le régime des lois de la province en question.

 

 

Orders

(2) If an agreement has been entered into with an appropriate provincial minister, the Governor in Council may make orders, which are to be consistent with the agreement, providing for the application of any of sections 39.1 to 39.28 to provincial member institutions incorporated under the laws of that province and adapting any of the provisions of those sections in their application to those provincial member institutions.

1996, c. 6, s. 41; 2016, c. 7, s. 147.

Décrets

(2) Une fois l’accord conclu, le gouverneur en conseil peut prendre les décrets d’application correspondants, dans la mesure où ils sont compatibles avec l’accord, y compris en ce qui touche l’adaptation des nouvelles dispositions à ces institutions.

1996, ch. 6, art. 41; 2016, ch. 7, art. 147.

 

 

Current to February 11, 2020

   84    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Financial

  

Dispositions financières

Sections 40-44

  

Articles 40-44

            

  

            

 

Financial

Financial year

40 The financial year of the Corporation shall end on December 31 in each year unless the Governor in Council otherwise directs.

R.S., c. C-3, s. 34; 1984, c. 31, s. 14.

Dispositions financières

Exercice

40 Sauf instruction contraire du gouverneur en conseil, l’exercice de la Société coïncide avec l’année civile.

S.R., ch. C-3, art. 34; 1984, ch. 31, art. 14.

 

 

Deposit accounts

41 The Corporation may maintain in its own name one or more accounts

(a) with the Bank of Canada;

(b) with any member institution; and

(c) with the approval of the Minister, with any financial institution outside Canada.

R.S., 1985, c. C-3, s. 41; R.S., 1985, c. 18 (3rd Supp.), s. 65.

Compte de dépôts

41 La Société peut, en son propre nom, détenir un ou plusieurs comptes :

a) auprès de la Banque du Canada;

b) auprès des institutions membres;

c) avec l’approbation du ministre, auprès de toute institution financière établie à l’étranger.

L.R. (1985), ch. C-3, art. 41; L.R. (1985), ch. 18 (3e suppl.), art. 65.

 

 

Interest may be paid

42 The Bank of Canada may pay interest on any money that the Corporation deposits with it.

R.S., 1985, c. C-3, s. 42; 1985, c. 18 (3rd Supp.), s. 66; 1992, c. 26, s. 12; 1996, c. 6, s. 42; 2014, c. 20, s. 109.

Auditor

43 The Auditor General of Canada is the auditor of the Corporation.

R.S., c. C-3, s. 38; 1976-77, c. 34, s. 30(F); 1984, c. 31, s. 14.

Versement d’intérêts

42 La Banque du Canada peut verser des intérêts sur les fonds déposés auprès d’elle par la Société.

L.R. (1985), ch. C-3, art. 42; 1985, ch. 18 (3e suppl.), art. 66; 1992, ch. 26, art. 12; 1996, ch. 6, art. 42; 2014, ch. 20, art. 109.

Vérificateur

43 Le vérificateur général du Canada est le vérificateur de la Société.

S.R., ch. C-3, art. 38; 1976-77, ch. 34, art. 30(F); 1984, ch. 31, art. 14.

 

 

Staff

Employment of staff

44 (1) The Corporation may, notwithstanding any other Act, employ such officers, agents and employees as are necessary for the purposes of the Corporation and, subject to section 45, the officers, agents and employees of the Corporation shall be deemed not to be employed in the federal public administration.

Oath of fidelity and secrecy

(2) Each officer, agent or employee of the Corporation shall, before entering on his or her duties with the Corporation, take an oath of fidelity and secrecy in the form prescribed by the by-laws.

Use of departmental facilities

(3) In carrying out its functions under this Act, the Corporation may, with the approval of the Minister, make use of the personnel, facilities and services of the Office of the Superintendent of Financial Institutions and the Department of Finance to any extent not incompatible, in

Personnel

Engagement du personnel

44 (1) La Société peut, malgré toute autre loi, engager le personnel et les mandataires nécessaires à ses activités; sous réserve de l’article 45, ce personnel et ces mandataires n’appartiennent pas à l’administration publique fédérale.

Serment de fidélité et de secret professionnel

(2) Avant d’entrer en fonctions, les membres du personnel et les mandataires de la Société doivent prêter le serment de fidélité et de secret professionnel prévu aux règlements administratifs.

Accord de prestation de services

(3) La Société peut, avec l’approbation du ministre, faire usage, dans le cadre de ses activités, du personnel, des installations et des services du Bureau du surintendant des institutions financières et du ministère des Finances dans la mesure où cet usage n’est pas, de l’avis du

 

 

 

Current to February 11, 2020

   85    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Staff

  

Personnel

Sections 44-45.1

  

Articles 44-45.1

            

  

            

 

the opinion of the Minister, with the administration of that Office or Department.

R.S., 1985, c. C-3, s. 44; R.S., 1985, c. 18 (3rd Supp.), s. 67; 2003, c. 22, s. 224(E); 2012, c. 5, s. 206(E).

ministre, incompatible avec le fonctionnement du Bureau ou du ministère.

L.R. (1985), ch. C-3, art. 44; L.R. (1985), ch. 18 (3e suppl.), art. 67; 2003, ch. 22, art. 224(A); 2012, ch. 5, art. 206(A).

 

 

Public Service Superannuation Act

45 (1) The officers and employees of the Corporation shall be deemed to be employed in the public service for the purposes of the Public Service Superannuation Act and the Corporation shall be deemed to be a Public Service corporation for the purposes of section 37 of that Act.

Loi sur la pension de la fonction publique

45 (1) Les membres du personnel de la Société sont réputés appartenir à la fonction publique pour l’application de la Loi sur la pension de la fonction publique et la Société est réputée être un organisme de la fonction publique pour l’application de l’article 37 de cette loi.

 

 

Application of other Acts

(2) For the purposes of the Government Employees Compensation Act and any regulation made pursuant to section 9 of the Aeronautics Act, the Chairperson and employees of the Corporation shall be deemed to be employees in the federal public administration.

Superannuation

(3) The Public Service Superannuation Act does not apply to the Chairperson, unless the Governor in Council otherwise directs, or to the director of the Corporation who holds the office of Governor of the Bank of Canada.

R.S., 1985, c. C-3, s. 45; 1996, c. 6, s. 47(E); 2003, c. 22, ss. 224(E), 225(E).

 

Application d’autres lois

(2) Pour l’application de la Loi sur l’indemnisation des agents de l’État et des règlements pris en vertu de l’article 9 de la Loi sur l’aéronautique, le président et les employés de la Société sont réputés appartenir à l’administration publique fédérale.

Pension

(3) La Loi sur la pension de la fonction publique ne s’applique au président que si le gouverneur en conseil l’ordonne et ne s’applique pas à l’administrateur de la Société qui occupe le poste de gouverneur de la Banque du Canada.

L.R. (1985), ch. C-3, art. 45; 1996, ch. 6, art. 47(A); 2003, ch. 22, art. 224(A) et 225(A).

 

 

No Liability

No liability for acts in good faith

45.1 (1) Her Majesty in right of Canada, any servant or agent of Her Majesty, the Corporation, its directors, officers and employees and any person acting on behalf of the Corporation are not liable to any member institution, depositor with, or creditor or shareholder of, any member institution, or to any other person, for any damages, payment, compensation, contribution or indemnity that any such member institution, depositor, creditor, shareholder or other person may suffer or claim by reason of anything done or omitted to be done, in good faith, in the exercise, execution or performance — or the purported exercise, execution or performance — of any powers, duties and functions under this Act.

Immunité

Absence de responsabilité en cas de bonne foi

45.1 (1) Sa Majesté du chef du Canada et ses préposés ou mandataires et la Société, ses administrateurs, dirigeants et employés, de même que toute personne qui agit en son nom, sont déchargés de toute responsabilité envers les institutions membres, leurs déposants, créanciers ou actionnaires, ou toute autre personne, pour les dommages-intérêts, paiements, dédommagements, contributions et indemnités que ceux-ci pourraient exiger en raison d’actes ou d’omissions qui se font, de bonne foi, dans l’exercice effectif ou censé tel des pouvoirs et fonctions au titre de la présente loi.

 

 

Obligation remains

(2) Nothing in subsection (1) shall be construed to relieve the Corporation from the obligation to make payment in respect of a deposit insured under this Act or to pay compensation under section 39.23.

R.S., 1985, c. 18 (3rd Supp.), s. 68; 2016, c. 7, s. 148.

Obligation de la Société

(2) Le paragraphe (1) n’a pas pour effet de soustraire la Société à l’obligation d’effectuer un paiement se rapportant à un dépôt assuré conformément à la présente loi ou de verser l’indemnité visée à l’article 39.23.

L.R. (1985), ch. 18 (3e suppl.), art. 68; 2016, ch. 7, art. 148.

 

 

Current to February 11, 2020

   86    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

No Liability

  

Immunité

Sections 45.11-45.12

  

Articles 45.11-45.12

            

  

            

 

Directors and officers of institutions

45.11 (1) Directors and officers of a federal member institution in respect of which an order is made under paragraph 39.13(1)(a) or (b) or of a bridge institution are not liable for any damages, payment, compensation, contribution or indemnity that any person may suffer or claim by reason of anything done or omitted to be done during the period set out in subsection (3), in good faith, in the exercise, execution or performance of any powers, duties and functions as directors or officers of the institution.

Administrateurs et dirigeants d’institutions

45.11 (1) Les administrateurs et les dirigeants d’une institution fédérale membre à l’égard de laquelle un décret est pris au titre des alinéas 39.13(1)a) ou b) ou d’une institution-relais sont déchargés de toute responsabilité pour les dommages-intérêts, paiements, dédommagements, contributions et indemnités que toute personne pourrait exiger en raison d’actes ou d’omissions qu’ils font, de bonne foi, durant la période visée au paragraphe (3), dans l’exercice de leurs attributions.

 

 

Indemnification

(2) Section 119 of the Financial Administration Act and the regulations made under that section apply to the directors and officers referred to in subsection (1) in respect of anything done or omitted to be done in the exercise, execution or performance of their powers, duties and functions during the period set out in subsection (3), as if the federal member institution or the bridge institution were a Crown corporation within the meaning of section 83 of that Act.

Indemnisation

(2) L’article 119 de la Loi sur la gestion des finances publiques et ses règlements d’application s’appliquent aux administrateurs et dirigeants visés au paragraphe (1) à l’égard d’actes ou d’omissions qu’ils font dans l’exercice de leurs attributions durant la période visée au paragraphe (3) comme si l’institution fédérale membre ou l’institution-relais était une société d’État, au sens de l’article 83 de cette loi.

 

 

Time period

(3) The period referred to in subsections (1) and (2) begins on the day on which the order is made under subsection 39.13(1) and ends

(a) on the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution;

(b) on the day on which the bridge institution ceases to be designated as such; or

(c) on the day on which a winding-up order is made in respect of the federal member institution or the bridge institution.

2009, c. 2, s. 252; 2016, c. 7, s. 149.

Période

(3) La période visée aux paragraphes (1) et (2) commence à la date de la prise du décret au titre du paragraphe 39.13(1) et se termine :

a) soit à la date précisée à l’égard de l’institution fédérale membre dans l’avis prévu au paragraphe 39.2(3);

b) soit à la date à laquelle l’institution-relais perd son statut d’institution-relais;

c) soit à la date de la prise de l’ordonnance de liquidation à l’égard de l’institution fédérale membre ou de l’institution-relais.

2009, ch. 2, art. 252; 2016, ch. 7, art. 149.

 

 

Foreign relief — no recognition or enforcement

45.12 (1) Except with the consent of the Attorney General of Canada, no judgment, order or other relief given in a proceeding outside Canada in respect of an order made under subsection 39.13(1) shall be recognized or enforceable in any manner in Canada.

No proceedings

(2) Except with the consent of the Attorney General of Canada, no proceedings shall be commenced in any court

Non-reconnaissance ou exécution de redressement étranger

45.12 (1) Aucun jugement ou ordonnance rendu ou autre mesure de redressement accordée lors d’une procédure engagée à l’étranger et se rapportant à un décret pris au titre du paragraphe 39.13(1) ne sera reconnu ni exécuté au Canada sans le consentement du procureur général du Canada.

Aucune procédure

(2) Aucune procédure ne peut être intentée auprès d’un tribunal au Canada à l’égard du jugement, de l’ordonnance ou de la mesure de redressement rendu ou

 

 

 

Current to February 11, 2020

   87    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

No Liability

  

Immunité

Sections 45.12-45.3

  

Articles 45.12-45.3

            

  

            

 

in Canada in respect of the judgment, order or other relief given outside Canada.

2016, c. 7, s. 149.

accordée à l’étranger sans le consentement du procureur général du Canada.

2016, ch. 7, art. 149.

 

 

Confidentiality

Confidentiality

45.2 (1) All information regarding the affairs of a federal institution, provincial institution or local cooperative credit society, or of any person dealing with one, that is obtained or produced by or for the Corporation is confidential and shall be treated accordingly.

Confidentialité

Confidentialité

45.2 (1) Les renseignements recueillis par la Société, ou produits par ou pour elle, sur les affaires d’une institution fédérale, d’une institution provinciale ou d’une société coopérative de crédit locale, ou d’une personne effectuant des opérations avec celles-ci sont confidentiels et sont traités en conséquence.

 

 

Information from the Superintendent

(2) The Corporation may, if it is satisfied that the information will be treated as confidential by the recipient and after consultation with the Superintendent, disclose any information obtained from the Superintendent regarding the affairs of a federal member institution

(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

(b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision; or

(c) to any deposit insurer or any compensation association for purposes related to its operation.

R.S., 1985, c. 18 (3rd Supp.), s. 68; 1996, c. 6, s. 43; 2001, c. 9, s. 214; 2010, c. 12, s. 2104; 2012, c. 5, ss. 203, 223.

 

Renseignements provenant du surintendant

(2) Après avoir consulté le surintendant, la Société peut communiquer aux entités mentionnées ci-après les renseignements obtenus de celui-ci concernant les affaires d’une institution fédérale membre si elle est convaincue qu’ils seront traités de façon confidentielle par le destinataire :

a) une agence ou un organisme public qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

b) une autre agence ou un autre organisme qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

c) tout assureur-dépôts ou association d’indemnisation, pour l’accomplissement de leurs fonctions.

L.R. (1985), ch. 18 (3e suppl.), art. 68; 1996, ch. 6, art. 43; 2001, ch. 9, art. 214; 2010, ch. 12, art. 2104; 2012, ch. 5, art. 203 et 223.

 

 

Disclosures prohibited

45.3 (1) Subject to subsection 12(1) of the Privacy Act, any information with respect to the affairs of a federal member institution in respect of which an order is made under paragraph 39.13(1)(a) or (b), a bridge institution, a subsidiary of either of those institutions or any person dealing with such an institution or subsidiary is confidential, shall be treated accordingly and shall not be disclosed.

Communication interdite

45.3 (1) Sous réserve du paragraphe 12(1) de la Loi sur la protection des renseignements personnels, les renseignements sur les affaires d’une institution fédérale membre à l’égard de laquelle un décret est pris au titre des alinéas 39.13(1)a) ou b), d’une institution-relais, d’une filiale de celles-ci ou d’une personne effectuant des opérations avec une telle institution ou filiale sont confidentiels, sont traités en conséquence et ne peuvent être communiqués.

 

 

Duration of prohibition

(2) The prohibition applies only during the period set out in subsection 45.11(3).

Exception — entity or person

(3) The prohibition does not apply if the information is disclosed

Durée de l’interdiction

(2) L’interdiction ne s’applique que durant la période visée au paragraphe 45.11(3).

Exceptions — personnes et entités

(3) L’interdiction ne s’applique pas si la communication est faite :

 

 

Current to February 11, 2020

   88    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Confidentiality

  

Confidentialité

Section 45.3

  

Article 45.3

            

  

            

 

(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

(b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

(c) to the Financial Transactions and Reports Analysis Centre of Canada established by section 41 of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, for the purpose of complying with that Act;

(d) to the Corporation for the purposes of fulfilling its functions under this Act or as a shareholder of the federal member institution or the bridge institution;

(e) to the Minister of Finance, the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance;

(f) to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions;

(g) to the Canada Revenue Agency solely for the purpose of the Income Tax Act or the Excise Tax Act; or

(h) to any other entity or person that is prescribed by regulation, in any circumstance or condition prescribed by regulation.

a) à une agence ou à un organisme public qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

b) à une autre agence ou à un autre organisme qui réglemente ou supervise des institutions financières, à des fins liées à la réglementation ou à la supervision;

c) au Centre d’analyse des opérations et déclarations financières du Canada, constitué par l’article 41 de la Loi sur le recyclage des produits de la criminalité et le financement des activités terroristes, dans le but d’assurer l’observation de cette loi;

d) à la Société, pour l’accomplissement de ses fonctions sous le régime de la présente loi ou parce qu’elle est actionnaire de l’institution fédérale membre ou de l’institution-relais;

e) au ministre des Finances, au sous-ministre des Finances, ou à tout fonctionnaire du ministère des Finances que celui-ci a délégué par écrit;

f) au gouverneur de la Banque du Canada ou à tout fonctionnaire de la Banque du Canada que celui-ci a délégué par écrit, pour l’analyse de la politique en matière de réglementation des institutions financières;

g) à l’Agence du revenu du Canada, uniquement pour l’administration de la Loi de l’impôt sur le revenu ou de la Loi sur la taxe d’accise;

h) à toute autre entité ou personne précisée par règlement, dans toute circonstance et selon toute condition réglementaires.

 

 

Other exceptions

(4) The prohibition does not apply if the information is disclosed

(a) in the normal conduct of the business of the federal member institution, the bridge institution or a subsidiary of either of those institutions;

(b) for the purposes of selling the shares or assets of the federal member institution, the bridge institution or a subsidiary of either of those institutions;

(c) for the purpose of any legal proceedings;

(d) for the purpose of preparing the Corporation’s annual report and its corporate plan or if the information is disclosed in those documents;

(e) in any circumstance that is prescribed by regulation; or

 

Autres exceptions

(4) L’interdiction ne s’applique pas si la communication est faite :

a) dans l’exercice des activités habituelles de l’institution fédérale membre, de l’institution-relais ou d’une filiale de celles-ci;

b) dans le but de faciliter la vente d’actions ou d’actifs de l’institution fédérale membre, de l’institution-relais ou d’une filiale de celles-ci;

c) dans le cadre de poursuites judiciaires;

d) dans le rapport annuel ou le plan d’entreprise de la Société ou dans le cadre de leur établissement;

e) dans toute circonstance prévue par règlement;

 

 

 

Current to February 11, 2020

   89    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Confidentiality

  

Confidentialité

Sections 45.3-48

  

Articles 45.3-48

            

  

            

 

(f) in any other circumstance that the board of directors of the federal member institution, the bridge institution or a subsidiary of either of those institutions considers necessary.

f) dans toute autre circonstance où le conseil d’administration de l’institution fédérale membre, de l’institution-relais ou d’une filiale de celles-ci juge nécessaire de la faire.

 

 

Regulations

(5) The Governor in Council may make regulations

(a) specifying the circumstances in which the prohibition does not apply; or

(b) specifying, for the purpose of paragraph (3)(h), the entity to which or person to whom information may be disclosed and the circumstances and conditions under which the information may be disclosed to that entity or person.

2009, c. 2, s. 253; 2016, c. 7, s. 150.

Règlements

(5) Le gouverneur en conseil peut, par règlement :

a) prévoir les circonstances où l’interdiction ne s’applique pas;

b) prévoir, pour l’application de l’alinéa (3)h), l’entité ou la personne à qui la communication peut être faite, les circonstances dans lesquelles elle peut être faite à cette entité ou cette personne et les conditions auxquelles elle est assujettie.

2009, ch. 2, art. 253; 2016, ch. 7, art. 150.

 

 

Winding-up

Insolvency and winding-up

46 No statute relating to the insolvency or winding-up of any corporation applies to the Corporation and in no case shall the affairs of the Corporation be wound up unless Parliament so provides.

R.S., 1985, c. C-3, s. 46; 2007, c. 6, s. 420(E).

 

Liquidation

Insolvabilité et liquidation

46 La Société est soustraite à l’application des lois concernant l’insolvabilité ou la liquidation des personnes morales, et seul le Parlement peut décider sa liquidation.

L.R. (1985), ch. C-3, art. 46; 2007, ch. 6, art. 420(A).

 

 

Enforcement Provisions

False statements

47 A person is guilty of an offence if the person prepares, signs, approves or concurs in any account, statement, return, report or other document required to be submitted to the Corporation under the provisions of this Act, the regulations or the by-laws or under an application to become a member institution or a policy of deposit insurance that

(a) contains any false or deceptive information; or

(b) fails to present fairly information required to be submitted to the Corporation.

R.S., 1985, c. C-3, s. 47; 1996, c. 6, s. 45; 2001, c. 9, s. 215; 2016, c. 7, s. 151.

Infractions et peines

Fausses déclarations

47 Commet une infraction la personne qui rédige, signe, approuve ou ratifie un compte, un état, une déclaration, un rapport ou autre document exigés par la Société en application des dispositions de la présente loi, des règlements ou des règlements administratifs ou aux termes d’un formulaire pour devenir une institution membre ou une police d’assurance-dépôts contenant des renseignements faux ou trompeurs ou n’indiquant pas fidèlement les renseignements exigés par la Société.

L.R. (1985), ch. C-3, art. 47; 1996, ch. 6, art. 45; 2001, ch. 9, art. 215; 2016, ch. 7, art. 151.

 

 

Failure to make report known

48 A person who, being a chief executive officer or chairperson of the board of directors of a member institution, fails or neglects to present, as required by section 30, a report of the Corporation made under that section is guilty of an offence and, if the directors fail or neglect to incorporate that report in the minutes of a meeting of the directors as required by that section, each director

Omission de faire connaître le rapport

48 Le premier dirigeant, ou le président du conseil d’administration, d’une institution membre qui contrevient à l’article 30 en omettant ou négligeant de présenter le rapport de la Société qui y est visé commet une infraction; si les administrateurs omettent ou négligent d’incorporer le rapport au procès-verbal de la réunion des administrateurs, chaque administrateur présent et qui a ordonné ou autorisé cette omission ou

 

 

Current to February 11, 2020

   90    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Enforcement Provisions

  

Infractions et peines

Sections 48-51

  

Articles 48-51

            

  

            

 

present at that meeting who directed, authorized, assented to, acquiesced in or participated in the failure or neglect, is guilty of an offence.

R.S., 1985, c. C-3, s. 48; R.S., 1985, c. 18 (3rd Supp.), s. 69; 1996, c. 6, s. 45.

 

cette négligence, ou encore qui y a consenti ou participé, commet une infraction.

L.R. (1985), ch. C-3, art. 48; L.R. (1985), ch. 18 (3e suppl.), art. 69; 1996, ch. 6, art. 45.

 

 

Failure to provide information, etc.

49 A member institution is guilty of an offence if it fails or neglects

(a) within the time limited for so doing, to provide the Corporation with any account, statement, return, report or other document respecting the affairs of the member institution that is required to be submitted to the Corporation under the provisions of this Act, the regulations or the by-laws or under the policy of deposit insurance of the member institution; or

(b) to respond, within a reasonable time, to a request for information or explanations respecting the member institution made by or on behalf of the Corporation under the provisions of this Act, the regulations or the by-laws or under the policy of deposit insurance of the member institution.

R.S., 1985, c. C-3, s. 49; 1996, c. 6, s. 45; 2016, c. 7, s. 152.

 

Contravention en matière de publicité

49 Commet une infraction l’institution membre qui néglige ou omet :

a) dans le temps qui lui est imparti, de faire parvenir à la Société un compte, un état, une déclaration, un rapport ou autre document relatif à ses affaires et exigé par la Société aux termes des dispositions de la présente loi, des règlements ou des règlements administratifs ou aux termes de sa police d’assurance-dépôts;

b) de répondre, dans un délai raisonnable, à une demande de renseignements ou d’explications de la Société ou faite en son nom en application des dispositions de la présente loi, des règlements ou des règlements administratifs ou aux termes de sa police d’assurance-dépôts.

L.R. (1985), ch. C-3, art. 49; 1996, ch. 6, art. 45; 2016, ch. 7, art. 152.

 

 

General offence

50 A member institution or other person is guilty of an offence if they, without reasonable cause, contravene a provision of this Act, other than section 47, 48 or 49, or a provision of the regulations or the by-laws.

R.S., 1985, c. C-3, s. 50; R.S., 1985, c. 18 (3rd Supp.), s. 70; 1996, c. 6, s. 45; 2016, c. 7, s. 153.

 

Infraction

50 Commet une infraction l’institution membre ou toute autre personne qui, sans motif raisonnable, contrevient à une disposition de la présente loi, sauf les articles 47, 48 et 49, ou à une disposition d’un règlement ou d’un règlement administratif.

L.R. (1985), ch. C-3, art. 50; L.R. (1985), ch. 18 (3e suppl.), art. 70; 1996, ch. 6, art. 45; 2016, ch. 7, art. 153.

 

 

Punishment

50.1 Every member institution or other person who commits an offence under this Act is liable on summary conviction

(a) in the case of a natural person, to a fine not exceeding $100,000 or to imprisonment for a term not exceeding twelve months, or to both; or

(b) in any other case, to a fine not exceeding $500,000.

1996, c. 6, s. 45.

 

Sanction

50.1 L’institution membre ou la personne qui commet une infraction à la présente loi est passible, sur déclaration de culpabilité par procédure sommaire :

a) dans le cas d’une personne physique, d’une amende maximale de 100 000 $ et d’un emprisonnement maximal de douze mois, ou de l’une de ces peines;

(b) dans tous les autres cas, d’une amende maximale de 500 000 $.

1996, ch. 6, art. 45.

 

 

Court may order compliance

51 If a member institution or other person has been convicted of an offence under this Act, the court may, in addition to any fine or term of imprisonment that may be imposed, order the member institution or person to rectify the contravention of a provision of this Act, the regulations or the by-laws or the policy of deposit insurance in

 

Ordonnance du tribunal

51 Le tribunal peut, outre toute amende ou peine d’emprisonnement qui peut être infligée, ordonner à l’institution membre ou à la personne condamnée pour une infraction à la présente loi de remédier au manquement à une disposition de la présente loi, des

 

 

Current to February 11, 2020

   91    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

Enforcement Provisions

  

Infractions et peines

Sections 51-54

  

Articles 51-54

            

  

            

 

respect of which the member institution or person was convicted.

R.S., 1985, c. C-3, s. 51; R.S., 1985, c. 18 (3rd Supp.), s. 71; 1996, c. 6, s. 45; 2016, c. 7, s. 154.

règlements ou des règlements administratifs ou à la police d’assurance-dépôts.

L.R. (1985), ch. C-3, art. 51; L.R. (1985), ch. 18 (3e suppl.), art. 71; 1996, ch. 6, art. 45; 2016, ch. 7, art. 154.

 

 

Additional monetary punishment

52 (1) Where a member institution or other person has been convicted of an offence under this Act, the court may, where it is satisfied that as a result of the commission of the offence the convicted member institution or person acquired a monetary benefit or that a monetary benefit accrued to the benefit of the member institution or person, order the convicted member institution or person to pay, notwithstanding the maximum amount of any fine that may otherwise be imposed under this Act, an additional fine in an amount equal to the court’s estimation of the amount of the monetary benefit.

Sanction pécuniaire additionnelle

52 (1) Le tribunal peut également, s’il est convaincu que l’institution membre ou la personne condamnée pour l’infraction a tiré des avantages financiers de l’infraction, lui ordonner de payer, malgré toute disposition de la présente loi établissant un plafond à cet égard, une amende supplémentaire jusqu’à concurrence de ces avantages.

 

 

Restraining or compliance order

(2) If a member institution or other person does not comply with any provision of this Act, the regulations or the by-laws or the policy of deposit insurance that applies in respect of the member institution or person, the Corporation may apply to a superior court for an order directing the member institution or person to comply with or restraining the member institution or person from acting in breach of the provision or the policy and, on the application, the court may so order and make any further order that it thinks fit.

R.S., 1985, c. C-3, s. 52; R.S., 1985, c. 18 (3rd Supp.), s. 71; 1996, c. 6, s. 45; 2016, c. 7, s. 155.

 

Injonction

(2) La Société peut demander à une cour supérieure soit d’enjoindre à l’institution membre ou à la personne de se conformer à une disposition de la présente loi, des règlements ou des règlements administratifs ou à la police d’assurance-dépôts, soit de l’empêcher de commettre une infraction à leur égard. La cour peut rendre toute autre ordonnance qu’elle juge indiquée.

L.R. (1985), ch. C-3, art. 52; L.R. (1985), ch. 18 (3e suppl.), art. 71; 1996, ch. 6, art. 45; 2016, ch. 7, art. 155.

 

 

Appeals

53 Any decision or order of a court that tries an issue under this Act may be appealed to the court having jurisdiction to hear appeals from that trial court.

R.S., 1985, c. 18 (3rd Supp.), s. 71; 1996, c. 6, s. 45.

Appel

53 Il peut en être appelé des décisions rendues par le tribunal de première instance sur toute question soulevée par l’application de la présente loi à la juridiction d’appel compétente.

L.R. (1985), ch. 18 (3e suppl.), art. 71; 1996, ch. 6, art. 45.

 

 

Recovery and application of fines

54 All fines payable under this Act are recoverable and enforceable, with costs, at the suit of Her Majesty in right of Canada, instituted by the Attorney General of Canada and, when recovered, belong to Her Majesty in right of Canada.

1996, c. 6, s. 45.

Recouvrement des amendes

54 Les amendes imposées en application de la présente loi ainsi que les dépens afférents peuvent être recouvrés en justice par le procureur général du Canada au nom de Sa Majesté, à qui appartient ces sommes.

1996, ch. 6, art. 45.

 

 

Current to February 11, 2020

   92    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

SCHEDULE

  

ANNEXE

        

  

        

            

  

            

 

SCHEDULE

(Sections 2 and 26.01 and subsections 11(2.1), 12.1(2) and (3))

 

ANNEXE

(articles 2 et 26.01 et paragraphes 11(2.1), 12.1(2) et (3))

 

 

Definitions

1 In this schedule,

date of deposit means, with respect to any moneys constituting a deposit, the day on which credit for the moneys is given to the account of the depositor or the day on which an instrument is issued for the moneys by the institution, as the case may be; (date du dépôt)

depositor means a person whose account has been or is to be credited in respect of moneys constituting a deposit or part of a deposit or a person to whom a member institution is liable in respect of an instrument issued for moneys constituting a deposit or part of a deposit; (déposant)

loan company means a member institution to which the Trust and Loan Companies Act applies and that is not a trust company pursuant to subsection 57(2) of that Act; (société de prêt)

patronage allocation has the same meaning as in section 2 of the Bank Act; (ristourne)

person includes an association of persons and a government; (personne)

subordinated note [Repealed, 2007, c. 6, s. 421]

subordinated shareholder loan [Repealed, 2007, c. 6, s. 421]

trust company means a member institution to which the Trust and Loan Companies Act applies and that is a trust company pursuant to subsection 57(2) of that Act. (société de fiducie)

Définitions

1 Les définitions qui suivent s’appliquent à la présente annexe.

date du dépôt Date à laquelle les sommes constituant le dépôt soit sont portées au crédit du compte du déposant, soit font l’objet de l’émission d’un document par l’institution. (date of deposit)

déposant La personne titulaire du compte crédité des sommes constituant un dépôt ou une partie de dépôt ou envers laquelle une institution membre engage sa responsabilité aux termes du document délivré relativement à ces sommes. (depositor)

effet de second rang [Abrogée, 2007, ch. 6, art. 421]

personne Y sont assimilés les associations de personnes et les gouvernements. (person)

prêt de dernier rang [Abrogée, 2007, ch. 6, art. 421]

ristourne S’entend au sens de l’article 2 de la Loi sur les banques. (patronage allocation)

société de fiducie Institution membre régie par la Loi sur les sociétés de fiducie et de prêt qui est une société de fiducie au sens du paragraphe 57(2) de cette loi. (trust company)

société de prêt Institution membre régie par la Loi sur les sociétés de fiducie et de prêt qui n’est pas une société de fiducie au sens du paragraphe 57(2) de cette loi. (loan company)

 

 

Definition of deposit

2 (1) Subject to subsection (2), for the purposes of this Act and the by-laws of the Canada Deposit Insurance Corporation, deposit means the unpaid balance of the aggregate of moneys received or held by a federal institution, provincial institution or local cooperative credit society, from or on behalf of a person in the usual course of the deposit-taking business of the institution, for which the institution

(a) has given or is obligated to give credit to that person’s account or has issued or is obligated to issue a receipt, certificate, debenture (other than a debenture issued by a bank to which the Bank Act applies), transferable instrument, draft, certified draft or cheque, traveller’s cheque, prepaid letter of credit, money order or other instrument in respect of which the institution is primarily liable, and

Définition de dépôt

2 (1) Pour l’application de la présente loi et des règlements administratifs de la Société d’assurance-dépôts du Canada, dépôt s’entend, sous réserve du paragraphe (2), du solde impayé de l’ensemble des sommes reçues d’une personne ou détenues au nom de celle-ci par une institution fédérale, par une institution provinciale ou par une société coopérative de crédit locale dans le cadre normal de ses activités en matière de prise de dépôts, celle-ci étant tenue :

a) d’une part, de le porter au crédit du compte de cette personne ou de délivrer un document — notamment reçu, certificat, débenture (à l’exclusion de celle émise par une banque régie par la Loi sur les banques), effet négociable, traite, traite ou chèque visés, chèque de voyage, lettre de crédit payée

 

 

 

Current to February 11, 2020

   93    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

SCHEDULE

  

ANNEXE

        

  

        

            

  

            

 

(b) is obligated to repay the moneys on a fixed day, on demand by that person or within a specified period of time following demand by that person,

including any interest accrued or payable to that person.

d’avance ou mandat — aux termes duquel elle est le principal obligé;

b) d’autre part, de rembourser les sommes, sur demande du déposant, à échéance ou dans un délai déterminé suivant une demande à cet effet.

Les intérêts afférents à ces sommes font partie du dépôt.

 

 

Included moneys

(1.1) For greater certainty, an unpaid balance of moneys received or held by an institution from or on behalf of a mortgagor in respect of realty taxes on mortgaged property is a deposit. The moneys are considered to be repayable on the earlier of the due date of the taxes or the date the mortgage is discharged.

Précision

(1.1) Il est entendu que le solde impayé de sommes détenues par une institution au nom du débiteur hypothécaire à l’égard des impôts fonciers sur le bien hypothéqué constitue un dépôt. Les sommes sont considérées remboursables à la date où ces impôts sont exigibles ou, si elle est antérieure, à la date ou l’hypothèque est annulée.

 

 

Excluding moneys

(2) The following moneys are excluded from the moneys referred to in subsection (1):

(a) moneys received or held by the institution if the date of deposit is or was on or after April 17, 1967 unless the institution is or was obligated, or may by the demand of that person become obligated, to repay the moneys on or before the expiration of five years after the date of the deposit; and

(b) moneys held by the institution that were received by it when it was not a federal institution, a provincial institution or a local cooperative credit society.

 

Exclusion

(2) Pour l’application du paragraphe (1) :

a) les sommes reçues ou détenues par l’institution et dont la date de dépôt est postérieure au 16 avril 1967 ne constituent des dépôts que si l’institution est obligée ou peut, sur demande du déposant, devenir obligée de rembourser les sommes dans les cinq ans suivant la date du dépôt;

b) les sommes détenues par l’institution et reçues alors qu’elle n’était pas une institution fédérale, une institution provinciale ni une société coopérative de crédit locale ne constituent pas des dépôts.

 

 

Where more than one repayment day

(2.1) For the purposes of subsection (2), where an institution is, in respect of deposit moneys received or held by it, obligated to repay the moneys to a person on a fixed day and also is or may become obligated to repay the moneys

(a) on an earlier date by virtue of a right of withdrawal, reinvestment or other right afforded to the person by the terms under which the moneys were solicited or received or are held, only the fixed day shall be considered, or

(b) on a later date by virtue of a right afforded to any person to extend the term of the deposit at a rate or rates of interest determined at the time the moneys were solicited or received, the later date is deemed to be the fixed day

in determining whether the institution is or may become obligated to repay the moneys on or before the expiration of five years after the date of the deposit, whether or not the right is exercised.

Précision

(2.1) Les règles suivantes s’appliquent quand il s’agit de déterminer si la date de remboursement de sommes reçues ou détenues par l’institution tombe dans les cinq ans visés au paragraphe (2) :

a) si l’institution est obligée de rembourser à une date déterminée mais est ou peut devenir obligée de le faire à une date antérieure en raison du droit de retirer les sommes ou de les réinvestir accordé au déposant aux termes de l’opération en vertu de laquelle les sommes ont été sollicitées, reçues ou détenues, la date déterminée est prise en compte, que le droit ait été exercé ou non;

b) si l’institution est obligée de rembourser à une date déterminée mais est ou peut devenir obligée de le faire à une date ultérieure en raison du droit accordé au déposant de prolonger la durée du dépôt aux taux d’intérêts fixés au moment où les sommes ont été sollicitées ou reçues, la date ultérieure est prise en compte, que le droit ait été exercé ou non.

 

 

 

Current to February 11, 2020

   94    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

SCHEDULE

  

ANNEXE

        

  

        

            

  

            

 

Right to extend

(2.2) For greater certainty, a right referred to in paragraph (2.1)(b) does not include a right to renew or reinvest a deposit at a rate or rates of interest prevailing on the date of renewal or reinvestment.

 

Prolongation

(2.2) Il est entendu que le droit visé à l’alinéa (2.1) b) ne comprend pas celui de renouveler ou de réinvestir les sommes aux taux en vigueur au moment du renouvellement ou du réinvestissement.

 

 

Obligation deemed

(3) For the purposes of subsection (1), if a trust company has deposited moneys in its own guaranteed trust fund on behalf of itself as trustee, it shall be deemed to be obligated to repay the moneys to the same extent as it would have been obligated to repay the moneys had the moneys been deposited by a trustee other than itself.

(4) [Repealed, 2001, c. 9, s. 216]

Présomption

(3) Pour l’application du paragraphe (1), les sociétés de fiducie qui déposent des sommes dans leur propre fonds en fiducie garanti, en leur qualité de fiduciaire, sont réputées être obligées de les rembourser comme si elles avaient été déposées par d’autres fiduciaires.

(4) [Abrogé, 2001, ch. 9, art. 216]

 

 

Idem

(5) Notwithstanding subsection (1), for the purposes of deposit insurance with the Corporation, where moneys are or were received by a member institution on or after April 1, 1977 for which the institution has issued or is obligated to issue an instrument evidencing a deposit, other than a draft, certified draft or cheque, traveller’s cheque, prepaid letter of credit or money order,

(a) the moneys do not constitute a deposit unless the instrument and records of the institution specify the person entitled, at the date of issue of the instrument, to the repayment of the moneys evidenced thereby;

(b) the person referred to in paragraph (a) shall be deemed to be the depositor in respect of the moneys unless particulars of a transfer of the instrument are entered in the records of the institution, in which case the most recent transferee shown in the records shall be deemed to be the depositor; and

(c) the entry of a transfer in the records of a member institution is ineffective for the purposes of paragraph (b), if the entry is made subsequent to the termination or cancellation of the policy of deposit insurance of the member institution.

Idem

(5) Malgré le paragraphe (1), les règles suivantes s’appliquent, dans le cadre de l’assurance-dépôts, aux sommes reçues par une institution membre le 1er avril 1977 ou par la suite et relativement auxquelles elle a délivré ou est obligée de délivrer un document faisant foi d’un dépôt autre qu’une traite, une traite ou un chèque visés, un chèque de voyage, une lettre de crédit payée d’avance ou un mandat :

a) ces sommes ne constituent un dépôt que si le document et les registres de l’institution mentionnent expressément la personne ayant droit, à la date de délivrance de celui-ci, à leur remboursement;

b) la personne visée à l’alinéa a) est réputée être le déposant des sommes sauf si les détails de la cession du document ont été consignés dans les registres de l’institution; dans ce cas, c’est le dernier cessionnaire figurant sur les registres qui est réputé être le déposant;

c) toute consignation d’une cession postérieure à l’annulation de l’assurance-dépôts de l’institution ou à la résiliation de sa police est sans effet.

 

 

Idem

(6) Notwithstanding subsection (1), moneys received by a member institution on or after January 1, 1977, for which the institution has issued or is obligated to issue an instrument of indebtedness, other than a draft, certified draft or cheque, traveller’s cheque, prepaid letter of credit or money order, do not constitute a deposit where the instrument is payable outside Canada or in a currency other than Canadian currency.

Idem

(6) Malgré le paragraphe (1), ne constituent pas un dépôt les sommes reçues par une institution membre le 1er janvier 1977 ou par la suite et relativement auxquelles elle a délivré ou est obligée de délivrer un document —autre qu’une traite, une traite ou un chèque visés, un chèque de voyage, une lettre de crédit payée d’avance ou un mandat — qui est payable à l’étranger ou en devises étrangères.

 

 

Patronage allocation

(7) A patronage allocation does not constitute a deposit.

Ristournes

(7) Les ristournes ne constituent pas un dépôt.

 

 

 

Current to February 11, 2020

   95    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

SCHEDULE

  

ANNEXE

        

  

        

            

  

            

 

Joint or trust deposit

3 (1) Where a member institution is obligated to repay moneys to a depositor who is acting as trustee for another or as joint owner with another, if the trusteeship or joint interest is disclosed on the records of the institution, the deposit of the depositor acting as trustee or as joint owner with another shall be deemed for the purposes of deposit insurance with the Corporation to be a deposit separate from any deposit of the depositor acting in their own right or acting in another joint or trust capacity with the institution.

Cas de copropriété ou de plusieurs fiducies

3 (1) Si, d’après les registres de l’institution membre, un déposant agit en qualité de fiduciaire ou copropriétaire d’un dépôt, tout dépôt qu’il effectue pour une autre fiducie, en copropriété avec une autre personne ou en son propre nom, est, dans le cadre de l’assurance-dépôts, réputé constituer un dépôt distinct.

 

 

Joint owners

(1.1) For greater certainty, where two or more persons are joint owners of two or more deposits, the aggregate of those deposits shall be insured to a maximum of one hundred thousand dollars.

Dépôt en propriété conjointe

(1.1) Dans les cas où plusieurs personnes sont copropriétaires de plusieurs dépôts, l’assurance maximale applicable au total de ces dépôts est de cent mille dollars.

 

 

Trust deposit separate

(2) Where a member institution is obligated to repay moneys to a depositor who is acting as trustee for a beneficiary, if the trusteeship is disclosed on the records of the institution, the interest of the beneficiary in the deposit shall be deemed for the purposes of deposit insurance with the Corporation to be a deposit separate from any deposit of the beneficiary made with the institution in their own right for their own use and separate from any interest of the beneficiary in respect of any other trust deposit of which the beneficiary is a beneficiary.

Dépôt distinct

(2) Si, d’après les registres de l’institution membre, un déposant agit en qualité de fiduciaire, le dépôt en cause est, quant au bénéficiaire, réputé, dans le cadre de l’assurance-dépôts, constituer un dépôt distinct des dépôts qu’il effectue en son propre nom ou des autres dépôts dont il est le bénéficiaire.

 

 

Deposit of beneficiary

(3) Where a member institution is obligated to repay moneys to a depositor who is acting as trustee for two or more beneficiaries, if the interest of each beneficiary in the deposit is disclosed on the records of the member institution, the interest of each beneficiary in the deposit shall be deemed for the purposes of deposit insurance with the corporation to be a separate deposit.

Dépôt d’un fiduciaire

(3) En cas d’obligation pour une institution membre de rembourser des sommes à un déposant qui agit en qualité de fiduciaire pour plusieurs bénéficiaires, le droit de chaque bénéficiaire sur le dépôt est, en ce qui concerne l’assurance-dépôts auprès de la Société, réputé être un dépôt distinct à condition d’être indiqué dans les registres de l’institution.

 

 

Trust arrangements

(3.01) A deposit held by a member institution for a depositor who is acting as trustee under a trust is deemed not to be a separate deposit if, in the opinion of the Corporation, the trust exists primarily for the purpose of obtaining or increasing deposit insurance under this Act.

Arrangements fiduciaires

(3.01) Le dépôt d’une personne agissant à titre fiduciaire détenu par une institution membre est réputé ne pas être un dépôt séparé si, de l’avis de la Société, la fiducie vise d’abord l’obtention d’une assurance-dépôts ou son augmentation.

 

 

By-laws

(3.1) For the purposes of subsections (1) to (3), the Board of Directors may make by-laws prescribing the time by which and the form and manner in which a joint interest, a trusteeship or the interest of a beneficiary in a deposit is to be disclosed on the records of a member institution.

Règlements administratifs

(3.1) Pour l’application des paragraphes (1) à (3), le conseil d’administration peut prendre des règlements administratifs prévoyant le moment où doivent être indiqués dans les registres de l’institution l’existence d’une fiducie ou d’un droit de copropriété ou le droit d’un bénéficiaire, de même que les modalités relatives à cette indication.

 

 

Current to February 11, 2020

   96    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

SCHEDULE

  

ANNEXE

        

  

        

            

  

            

 

Not part of deposit

(4) Where a member institution is obligated to repay to a person any moneys that are received or held by the institution, the amount of the moneys shall be deemed not to constitute part of a deposit for the purposes of deposit insurance with the Corporation if the date on which the person acquires their interest in the moneys is a date subsequent to the date on which the policy of deposit insurance of the institution is terminated or cancelled.

Exclusion du dépôt

(4) Les sommes qu’une institution membre a reçues ou détient et qu’elle est tenue de rembourser sont réputées ne pas faire partie d’un dépôt assurable si la date d’acquisition des droits sur ces sommes est postérieure à celle de l’annulation de l’assurance-dépôts ou de la résiliation de la police.

 

 

Registered retirement savings plan deposits

(5) Notwithstanding subsection (2), for the purposes of deposit insurance with the Corporation, where moneys received by a member institution from a depositor pursuant to a registered retirement savings plan, within the meaning given that expression for the purposes of the Income Tax Act, constitute a deposit or part of a deposit by or for the benefit of an individual, the aggregate of those moneys and any other moneys received from the same depositor pursuant to any other registered retirement savings plan and that constitutes a deposit or part of a deposit by or for the benefit of the same individual shall be deemed to be a single deposit separate from any other deposit of or for the benefit of that individual.

Dépôts faits en vertu d’un régime enregistré d’épargne-retraite

(5) Malgré le paragraphe (2), les sommes qu’une institution membre reçoit du même déposant, aux termes de plusieurs régimes enregistrés d’épargne-retraite au sens de la Loi de l’impôt sur le revenu et qui constituent un dépôt ou partie d’un dépôt fait par le même particulier ou pour son compte, sont, avec les autres sommes reçues du même déposant aux termes de tout autre régime enregistré d’épargne-retraite et constituant un dépôt ou partie d’un dépôt fait par ce particulier ou pour son compte, réputées constituer, dans le cadre de l’assurance-dépôts, un dépôt unique, distinct de tout autre dépôt effectué par ce particulier ou pour son compte.

 

 

Registered retirement income fund

(6) Notwithstanding subsection (2), for the purposes of deposit insurance with the Corporation, where moneys received by a member institution from a depositor pursuant to a registered retirement income fund, within the meaning given that expression under the Income Tax Act, constitute a deposit or part of a deposit by or for the benefit of an individual, the aggregate of those moneys and any other moneys received from the same depositor pursuant to any other registered retirement income fund and that constitutes a deposit or part of a deposit by or for the benefit of the same individual, is deemed to be a single deposit separate from any other deposit of or for the benefit of that individual.

Fonds enregistré de revenu de retraite

(6) Malgré le paragraphe (2), dans le cadre de l’assurance-dépôts, les sommes reçues d’un déposant par une institution membre, conformément à un fonds enregistré de revenu de retraite, au sens de la Loi de l’impôt sur le revenu et constituant, en tout ou en partie, un dépôt fait par un individu ou pour son compte, et toute autre somme reçue du même déposant conformément à un autre fonds enregistré de revenu de retraite et constituant, en tout ou en partie, un dépôt fait par cet individu ou pour son compte sont réputées constituer un seul dépôt distinct de tout autre dépôt fait par cet individu ou pour son compte.

 

 

Tax-free savings account

(6.1) Despite subsection (2), for the purposes of deposit insurance with the Corporation, if moneys received by a member institution from a depositor in accordance with a tax-free savings account, within the meaning assigned by section 146.2 of the Income Tax Act, constitute a deposit or part of a deposit by or for the benefit of an individual, the aggregate of those moneys and any other moneys received from the same depositor in accordance with any other tax-free savings account that constitute a deposit or part of a deposit by or for the benefit of the same individual is deemed to be a single deposit separate from any other deposit of or for the benefit of that individual.

Compte d’épargne libre d’impôt

(6.1) Malgré le paragraphe (2), les sommes qu’une institution membre reçoit d’un déposant aux termes d’un compte d’épargne libre d’impôt — au sens de l’article 146.2 de la Loi de l’impôt sur le revenu — et qui constituent un dépôt ou partie d’un dépôt fait par un particulier ou pour son compte sont, avec les autres sommes reçues du même déposant aux termes de tout autre compte d’épargne libre d’impôt et constituant un dépôt ou partie d’un dépôt fait par ce particulier ou pour son compte, réputées constituer, dans le cadre de l’assurance-dépôts, un dépôt unique, distinct de tout autre dépôt effectué par ce particulier ou pour son compte.

 

 

Current to February 11, 2020

   97    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

SCHEDULE

  

ANNEXE

        

  

        

            

  

            

 

Realty taxes on mortgaged property

(7) An unpaid balance of money referred to in subsection 2(1.1) is deemed, for the purposes of deposit insurance with the Corporation, to be a deposit separate from any other deposit of that depositor with the member institution.

 

Impôts fonciers

(7) Le dépôt visé au paragraphe 2(1.1) est réputé constituer un dépôt distinct de tout autre dépôt effectué par le déposant auprès de l’institution.

 

R.S., 1985, c. C-3, Sch.; R.S., 1985, c. 18 (3rd Supp.), ss. 72, 73; 1991, c. 45, s. 545; 1996, c. 6, ss. 45.1, 46; 1999, c. 28, ss. 108, 109; 2001, c. 9, s. 216; 2005, c. 30, s. 108; 2007, c. 6, s. 421; 2009, c. 2, s. 254; 2010, c. 12, ss. 1892, 2105 to 2107; 2012, c. 5, ss. 204(E), 205(E).

L.R. (1985), ch. C-3, ann.; L.R. (1985), ch. 18 (3e suppl.), art. 72 et 73; 1991, ch. 45, art. 545; 1996, ch. 6, art. 45.1 et 46; 1999, ch. 28, art. 108 et 109; 2001, ch. 9, art. 216; 2005, ch. 30, art. 108; 2007, ch. 6, art. 421; 2009, ch. 2, art. 254; 2010, ch. 12, art. 1892 et 2105 à 2107; 2012, ch. 5, art. 204(A) et 205(A).

 

 

Current to February 11, 2020

   98    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada

RELATED PROVISIONS

  

DISPOSITIONS CONNEXES

        

  

        

            

  

            

 

RELATED PROVISIONS

— 1992, c. 26, s. 14

DISPOSITIONS CONNEXES

— 1992, ch. 26, art. 14

 

 

Existing security interests

14 Paragraphs 39.15(1)(b) to (d) and subsection 39.15(2) of the said Act do not apply in respect of a remedy under, or a stipulation of, a security agreement creating a security interest in property of a federal member institution if the security interest

Sûretés existantes

14 Les alinéas 39.15(1)b) à d) et le paragraphe 39.15(2) de la même loi ne s’appliquent pas aux contrats de garantie créant une sûreté sur un bien d’une institution fédérale membre ni aux recours prévus par ces derniers si, à la fois, la sûreté :

 

 

(a) was created before the later of

(i) the coming into force of subsection 419(1) of the Trust and Loan Companies Act, in the case of a federal member institution that is a company to which that Act applies, or of subsection 419(1) of the Bank Act, chapter 46 of the Statutes of Canada, 1991, in the case of a federal member institution that is a bank, and

(ii) the coming into force of section 11 of this Act; and

(b) is exempted by the Superintendent from the application of those paragraphs and that subsection.

— 1996, c. 6, s. 45. 1 (2)

a) a été créée avant la dernière des dates suivantes :

(i) la date d’entrée en vigueur soit du paragraphe 419(1) de la Loi sur les sociétés de fiducie et de prêt, dans le cas où l’institution est une société régie par cette loi, soit du paragraphe 419(1) de la Loi sur les banques, chapitre 46 des Lois du Canada (1991), dans le cas où l’institution est une banque,

(ii) la date d’entrée en vigueur de l’article 11 de la présente loi;

b) a été exemptée par le surintendant de l’application de ces alinéas et de ce paragraphe.

— 1996, ch. 6, par. 45. 1 (2)

 

 

(2) Subsection (1) applies only in respect of deposit moneys received by an institution after that subsection comes into force.

— 2007, c. 29, s. 118

(2) Le paragraphe (1) ne s’applique qu’aux sommes reçues par les institutions après son entrée en vigueur.

— 2007, ch. 29, art. 118

 

 

Canada Deposit Insurance Corporation Act

118 The amendment to the Canada Deposit Insurance Corporation Act made by section 103 of this Act applies only to a federal member institution in respect of which an order under subsection 39.13(1) of that Act is made on or after the day on which the amendment comes into force.

Loi sur la Société d’assurance-dépôts du Canada

118 Toute modification apportée à la Loi sur la Société d’assurance-dépôts du Canada par l’article 103 ne s’applique qu’à l’institution fédérale membre à l’égard de laquelle est pris un décret en vertu du paragraphe 39.13(1) de cette loi à la date d’entrée en vigueur de la modification ou par la suite.

 

 

Current to February 11, 2020

   99    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

AMENDMENTS NOT IN FORCE

— 2014, c. 39, s. 268

MODIFICATIONS NON EN VIGUEUR

— 2014, ch. 39, art. 268

 

 

268 Section 39 of the Canada Deposit Insurance Corporation Act is repealed.

— 2018, c. 12, s. 202

268 L’article 39 de la Loi sur la Société d’assurance-dépôts du Canada est abrogé.

— 2018, ch. 12, art. 202

 

 

202 Section 2 of the Canada Deposit Insurance Corporation Act is amended by adding the following in alphabetical order:

nominee broker means a person who is a party to an agreement or arrangement with a member institution in order to make deposits as a nominee on behalf of another person. (courtier-fiduciaire)

nominee broker deposit means a deposit made at a member institution by a nominee broker acting as a nominee on behalf of another person. (dépôt de courtier-fiduciaire)

professional trustee means any of the following who is not a nominee broker:

202 L’article 2 de la Loi sur la Société d’assurance-dépôts du Canada est modifié par adjonction, selon l’ordre alphabétique, de ce qui suit :

courtier-fiduciaire Personne qui est partie à une entente ou à un arrangement avec une institution membre afin de déposer des sommes en tant que fiduciaire pour le compte d’une autre personne. (nominee broker)

dépôt de courtier-fiduciaire Dépôt effectué auprès d’une institution membre par un courtier-fiduciaire qui agit en tant que fiduciaire pour le compte d’une autre personne. (nominee broker deposit)

fiduciaire professionnel S’entend, à l’exception des courtiers-fiduciaires :

 

(a) the public trustee of a province or a similar public official whose duties involve holding moneys in trust for others;

(b) a federal, provincial or municipal government, or a department or agency of such a government;

a) du curateur public d’une province ou du fonctionnaire semblable qui est chargé de détenir en fiducie ou en fidéicommis des sommes pour autrui;

b) des administrations fédérales, provinciales ou municipales, et des ministères ou organismes de ces administrations;

 

 

(c) a lawyer or partnership of lawyers, a law corporation, or a notary or partnership of notaries in the province of Quebec, when they act in that capacity as a trustee of moneys for others;

c) de l’avocat ou de l’étude d’avocats constituée en société de personnes ou en société, ou du notaire de la province de Québec ou de l’étude de notaires constituée en société de personnes, qui agit en cette qualité comme fiduciaire ou fidéicommissaire de sommes pour autrui;

 

 

(d) a person who is acting as a trustee of moneys for others in the course of business and is required by or under a statute to hold the deposit in trust;

d) de la personne qui agit comme fiduciaire ou fidéicommissaire de sommes pour autrui dans le cadre de ses activités et qui est tenue par la loi de détenir le dépôt en fiducie ou en fidéicommis;

 

(e) a person who is acting as a trustee of moneys for others in the course of business and is subject to the rules of a securities commission, stock exchange or other regulatory or self-regulating organization that audits compliance with those rules; or

e) de la personne qui agit comme fiduciaire ou fidéicommissaire de sommes pour autrui dans le cadre de ses activités et qui est assujettie aux règles d’une commission de valeurs mobilières, d’une bourse ou d’un autre organisme de réglementation ou d’auto-réglementation qui vérifie la conformité à ces règles;

 

(f) a regulated federal or provincial trust company acting in the capacity of a depositor. (fiduciaire professionnel)

f) de la société de fiducie provinciale ou fédérale réglementée qui agit au nom du déposant. (professional trustee)

 

 

Current to February 11, 2020

   100    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

— 2018, c. 12, s. 203

 

— 2018, ch. 12, art. 203

 

 

203 Paragraph 12(a) of the Act is replaced by the following:

(a) a deposit that is not payable in Canada;

203 L’alinéa 12a) de la même loi est remplacé par ce qui

suit :

a) les dépôts payables à l’étranger;

 

 

— 2018, c. 12, s. 204

— 2018, ch. 12, art. 204

 

 

204 (1) Section 14 of the Act is amended by adding the following after subsection (1):

204 (1) L’article 14 de la même loi est modifié par adjonction, après le paragraphe (1), de ce qui suit :

 

 

Inability to form opinion

(1.01) The Corporation shall not make any money available under subsection (1) to a nominee broker or a professional trustee in relation to a trust deposit if information that the Corporation has requested under paragraph 7(1)(b) of the schedule or paragraph 11(b) of the schedule, as the case may be, has not been provided in relation to that deposit.

Impossibilité d’estimer le droit au paiement

(1.01) La Société ne fait pas le paiement visé au paragraphe (1) à un courtier-fiduciaire ou à un fiduciaire professionnel relativement à un dépôt en fiducie si les renseignements visés à l’alinéa 7(1)b) de l’annexe ou à l’alinéa 11b) de l’annexe, selon le cas, n’ont pas été fournis relativement à ce dépôt.

 

 

(2) Section 14 of the Act is amended by adding the following after subsection (2.91):

(2) L’article 14 de la même loi est modifié par adjonction, après le paragraphe (2.91), de ce qui suit :

 

 

Foreign currency exchange

(2.92) For the purposes of calculating the payment to be made by the Corporation in respect of any deposit payable in a foreign currency that is insured by deposit insurance, the amount of the deposit must be determined in Canadian currency in accordance with the Bank of Canada’s published exchange rate on the applicable date referred to in subsection (2.9) or, if there is no such published rate, the last exchange rate published by the member institution before that applicable date.

— 2018, c. 12, s. 205

 

Devises étrangères

(2.92) Dans le calcul du paiement de la Société à l’égard d’un dépôt payable en devises étrangères couvert par l’assurance-dépôts, le montant du dépôt est calculé en devises canadiennes conformément au taux de change publié par la Banque du Canada à la date applicable visée au paragraphe (2.9) ou, dans le cas où un taux n’est pas publié, au dernier taux publié par l’institution membre avant cette date.

— 2018, ch. 12, art. 205

 

 

205 The Act is amended by adding the following after section 25.3:

Interpretation

25.4 For the purposes of sections 21 to 25.3, the deposits that are considered to be insured by the Corporation include the total amount of all deposits held in accounts that are identified as professional trustee accounts in accordance with section 9 of the schedule.

— 2018, c. 12, s. 206

205 La même loi est modifiée par adjonction, après l’article 25.3, de ce qui suit :

Interprétation

25.4 Pour l’application des articles 21 à 25.3, les dépôts que la Société estime assurés comprennent le montant total des dépôts détenus dans un compte assimilé à un compte de fiduciaire professionnel en application de l’article 9 de l’annexe.

— 2018, ch. 12, art. 206

 

 

206 Subsection 26.01(2) of the Act is replaced by the following:

206 Le paragraphe 26.01(2) de la même loi est remplacé par ce qui suit :

 

 

Exception

 

(2) For the purposes of subparagraph 26.03(1)(c)(iii) and paragraph 26.03(1)(d), deposit has the meaning that

  

Exception

 

(2) Pour l’application du sous-alinéa 26.03(1)c)(iii) et de l’alinéa 26.03(1)d), dépôt s’entend au sens que lui donne

 

Current to February 11, 2020

   101    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

 

would be given to it by the schedule, for the purposes of deposit insurance, but does not include deposits not payable in Canada.

— 2018, c. 12, s. 207

l’annexe, dans le cadre de l’assurance-dépôts, à l’exclusion toutefois des dépôts payables à l’étranger.

— 2018, ch. 12, art. 207

 

 

207 The Act is amended by adding the following after subsection 45.2(2):

Information respecting nominee brokers

(3) The Corporation may, if it is satisfied that the information will be treated as confidential by the recipient, disclose information that is obtained by it — or is produced by or for it — respecting the non-compliance of a nominee broker with section 7 of the schedule to

(a) any government agency or body that regulates or supervises nominee brokers, for purposes related to that regulation or supervision; or

(b) any other agency or body that regulates or supervises nominee brokers, for purposes related to that regulation or supervision.

207 L’article 45.2 de la même loi est modifié par adjonction, après le paragraphe (2), de ce qui suit :

Renseignements — courtiers-fiduciaires

(3) La Société peut, si elle est convaincue qu’ils seront traités de façon confidentielle par le destinataire, communiquer aux entités mentionnées ci-après les renseignements recueillis par elle, ou produits par ou pour elle, concernant la non-conformité d’un courtier-fiduciaire à l’article 7 de l’annexe :

a) l’agence publique ou l’organisme public qui réglemente ou supervise des courtiers-fiduciaires, à des fins liées à la réglementation ou à la supervision;

b) toute autre agence ou tout autre organisme qui réglemente ou supervise des courtiers-fiduciaires, à des fins liées à la réglementation ou à la supervision.

 

 

Making information public

(4) Despite subsection (1), for the purpose of protecting the interests and rights of beneficiaries of nominee broker deposits, the Corporation may make information referred to in subsection (3) available to the public in a manner that it considers advisable.

— 2018, c. 12, s. 208

Publication des renseignements

(4) Malgré le paragraphe (1), la Société peut rendre public les renseignements visés au paragraphe (3) de la manière qui lui paraît opportune afin de protéger les droits et les intérêts des bénéficiaires des dépôts d’un courtier-fiduciaire.

— 2018, ch. 12, art. 208

 

 

208 The schedule to the Act is amended by replacing the section references after the heading “SCHEDULE” with the following:

(Section 2, subsections 11(2.1), 12.1(2) and (3) and 14(1.01), sections 25.4 and 26.01 and subsection 45.2(3))

— 2018, c. 12, s. 209

208 Les renvois qui suivent le titre « ANNEXE », à l’annexe de la même loi, sont remplacés par ce qui suit :

(article 2, paragraphes 11(2.1), 12.1(2) et (3) et 14(1.01), articles

25.4 et 26.01 et paragraphe 45.2(3))

— 2018, ch. 12, art. 209

 

 

209 The schedule to the Act is amended by adding the following before section 1:

Interpretation

— 2018, c. 12, s. 210

209 L’annexe de la même loi est modifiée par adjonction, avant l’article 1, de ce qui suit :

Définitions et interprétation

— 2018, ch. 12, art. 210

 

 

210 Section 1 of the schedule to the Act is amended by adding the following in alphabetical order:

registered education savings plan has the same meaning as in subsection 146.1(1) of the Income Tax Act. (régime enregistré d’épargne-études)

210 L’article 1 de l’annexe de la même loi est modifié par adjonction, selon l’ordre alphabétique, de ce qui suit :

régime enregistré d’épargne-études S’entend au sens du paragraphe 146.1(1) de la Loi de l’impôt sur le revenu. (registered education savings plan)

 

 

Current to February 11, 2020

   102    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

registered disability savings plan has the same meaning as in subsection 146.4(1) of the Income Tax Act. (régime enregistré d’épargne-invalidité)

— 2018, c. 12, s. 211

211 (1) Paragraph 2(1)(a) of the schedule to the Act is replaced with the following:

(a) has given or is obligated to give credit to that person’s account or has issued or is obligated to issue a receipt, certificate, debenture (other than a debenture issued by a bank to which the Bank Act applies), transferable instrument, draft, certified draft or cheque, prepaid letter of credit, money order or other instrument in respect of which the institution is primarily liable, and

 

régime enregistré d’épargne-invalidité S’entend au sens du paragraphe 146.4(1) de la Loi de l’impôt sur le revenu. (registered disability savings plan)

— 2018, ch. 12, art. 211

211 (1) L’alinéa 2(1)a) de l’annexe de la même loi est remplacé par ce qui suit :

a) d’une part, de le porter au crédit du compte de cette personne ou de délivrer un document —notamment reçu, certificat, débenture (à l’exclusion de celle émise par une banque régie par la Loi sur les banques), effet négociable, traite, traite ou chèque visés, lettre de crédit payée d’avance ou mandat — aux termes duquel elle est le principal obligé;

 

 

(2) Section 2 of the schedule to the Act is amended by adding the following after subsection (1.1):

Included moneys

(1.2) For greater certainty, moneys are considered to be a deposit or part of a deposit if they are paid in respect of a deposit that is held in a registered education savings plan or registered disability savings plan under or because of

(a) the Canada Education Savings Act or a designated provincial program as defined in subsection 146.1(1) of the Income Tax Act;

(b) any other program that has a similar purpose to a designated provincial program referred to in paragraph (a) and that is funded, directly or indirectly, by a province;

(c) the Canada Disability Savings Act or a designated provincial program as defined in subsection 146.4(1) of the Income Tax Act; or

(d) any other program that has a similar purpose to a designated provincial program referred to in paragraph (c) and that is funded, directly or indirectly, by a province.

(2) L’article 2 de l’annexe de la même loi est modifié par adjonction, après le paragraphe (1.1), de ce qui suit :

Précision

(1.2) Il est entendu que sont réputées être un dépôt ou partie d’un dépôt les sommes versées au titre d’un régime enregistré d’épargne-études ou d’un régime enregistré d’épargne-invalidité en vertu ou par l’effet, selon le cas :

a) de la Loi canadienne sur l’épargne-études ou d’un programme provincial désigné au sens du paragraphe 146.1(1) de la Loi de l’impôt sur le revenu;

b) de tout autre programme dont l’objet est semblable à celui d’un programme provincial désigné visé à l’alinéa a) et qui est financé, directement ou indirectement, par une province;

c) de la Loi canadienne sur l’épargne-invalidité ou d’un programme provincial désigné au sens du paragraphe 146.4(1) de la Loi de l’impôt sur le revenu;

d) de tout autre programme dont l’objet est semblable à celui d’un programme provincial désigné visé à l’alinéa c) et qui est financé, directement ou indirectement, par une province.

 

 

(3) Subsections 2(2) to (2.2) of the schedule to the Act are replaced with the following:

Excluded moneys

(2) Moneys held by the institution that were received by it when it was not a federal institution, a provincial institution or a local cooperative credit society are excluded from the moneys referred to in subsection (1).

(3) Les paragraphes 2(2) à (2.2) de l’annexe de la même loi sont remplacés par ce qui suit :

Exclusion

(2) Pour l’application du paragraphe (1), ne constituent pas des dépôts les sommes détenues par l’institution et reçues alors qu’elle n’était pas une institution fédérale, une institution provinciale ni une société coopérative de crédit locale.

 

 

 

Current to February 11, 2020

   103    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

(4) The schedule to the Act is amended by replacing the portion of subsection 2(5) before paragraph (a) by the following:

(4) Le passage du paragraphe 2(5) de l’annexe de la même loi précédant l’alinéa a) est remplacé par ce qui suit :

 

 

Moneys received on or after April 1, 1977

(5) Despite subsection (1), for the purposes of deposit insurance with the Corporation, if moneys are or were received by a member institution on or after April 1, 1977 for which the institution has issued or is obligated to issue an instrument evidencing a deposit, other than a draft, certified draft or cheque, prepaid letter of credit or money order,

Sommes reçues le 1er avril 1977 ou par la suite

(5) Malgré le paragraphe (1), les règles suivantes s’appliquent, dans le cadre de l’assurance-dépôts, aux sommes reçues par une institution membre le 1er avril 1977 ou par la suite et relativement auxquelles elle a délivré ou est obligée de délivrer un document faisant foi d’un dépôt autre qu’une traite, une traite ou un chèque visés, une lettre de crédit payée d’avance ou un mandat :

 

 

(5) The schedule to the Act is amended by replacing subsection 2(6) with the following:

(5) Le paragraphe 2(6) de l’annexe de la même loi est remplacé par ce qui suit :

 

 

Moneys received on or after January 1, 1977

(6) Despite subsection (1), moneys received by a member institution on or after January 1, 1977, for which the institution has issued or is obligated to issue an instrument of indebtedness, other than a draft, certified draft or cheque, prepaid letter of credit or money order, do not constitute a deposit where the instrument is payable outside Canada.

— 2018, c. 12, s. 212

 

Sommes reçues le 1er janvier 1977 ou par la suite

(6) Malgré le paragraphe (1), ne constituent pas un dépôt les sommes reçues par une institution membre le 1er janvier 1977 ou par la suite et relativement auxquelles elle a délivré ou est obligée de délivrer un document — autre qu’une traite, une traite ou un chèque visés, une lettre de crédit payée d’avance ou un mandat — qui est payable à l’étranger.

— 2018, ch. 12, art. 212

 

 

212 Section 3 of the schedule to the Act is replaced by the following:

Not part of deposit

3 If a member institution is obligated to repay to a person any moneys that are received or held by the institution and the date on which the person acquires their interest or right in the moneys is a date subsequent to the date on which the policy of deposit insurance of the member institution is terminated or cancelled, the amount of the moneys is considered not to constitute part of a deposit for the purposes of deposit insurance with the Corporation.

212 L’article 3 de l’annexe de la même loi est remplacé par ce qui suit :

Exclusion du dépôt

3 Les sommes qu’une institution membre a reçues ou détient et qu’elle est tenue de rembourser sont réputées ne pas faire partie d’un dépôt assurable si la date d’acquisition des droits ou intérêts sur ces sommes est postérieure à celle de l’annulation de l’assurance-dépôts ou de la résiliation de la police.

 

 

Co-ownership of Deposits

Co-owned deposits

4 (1) If a member institution is obligated to repay moneys to a depositor who is acting as a co-owner with another person and the co-ownership is disclosed on the records of the member institution, in accordance with the by-laws, the deposit of the depositor is, for the purposes of deposit insurance with the Corporation, considered to be a deposit separate from any deposit of the depositor acting in their own right, in a trust capacity or in another co-ownership capacity with the member institution.

 

Dépôts en copropriété

Cas de copropriété

4 (1) En cas d’obligation pour une institution membre de rembourser des sommes à un déposant qui agit en qualité de copropriétaire avec une autre personne, le dépôt du déposant est, en ce qui concerne l’assurance-dépôts, réputé être un dépôt distinct de tout dépôt effectué par le déposant qui agit en son propre nom, en qualité de fiduciaire pour une autre fiducie ou en qualité de copropriétaire d’un dépôt à condition d’être inscrit dans les registres de l’institution conformément aux règlements administratifs.

 

 

Current to February 11, 2020

   104    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

Co-ownership

(2) For greater certainty, if two or more persons are co-owners of two or more deposits, the aggregate of those deposits shall be insured to a maximum of one hundred thousand dollars.

 

Propriété conjointe

(2) Il est entendu que dans les cas où deux personnes ou plus sont copropriétaires de plusieurs dépôts, l’assurance maximale applicable au total de ces dépôts est de cent mille dollars.

 

 

Deferred or Other Special Income Arrangements

Régime de participation différée et autres arrangements spéciaux

 

 

Registered retirement savings plans

5 (1) Despite subsection 6(2), for the purposes of deposit insurance with the Corporation, if moneys that constitute a deposit or part of a deposit are received by a member institution from a depositor in accordance with a registered retirement savings plan, as defined in subsection 146(1) of the Income Tax Act, and the plan is for the benefit of an individual, then the aggregate of those moneys and any other moneys received from that depositor in accordance with any other registered retirement savings plan that constitute a deposit or part of a deposit for the benefit of that individual is considered to be a single deposit separate from any other deposit for the benefit of that individual.

Dépôts effectués au titre d’un régime enregistré d’épargne-retraite

5 (1) Malgré le paragraphe 6(2), les sommes qu’une institution membre reçoit d’un même déposant, au titre d’un régime enregistré d’épargne-retraite au sens du paragraphe 146(1) de la Loi de l’impôt sur le revenu établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour le même particulier sont, ainsi que les autres sommes qui sont reçues du même déposant au titre de tout autre régime enregistré d’épargne-retraite établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour ce particulier, sont réputées constituer, dans le cadre de l’assurance-dépôts, un dépôt unique, distinct de tout autre dépôt effectué pour ce particulier.

 

 

Registered retirement income funds

(2) Despite subsection 6(2), for the purposes of deposit insurance with the Corporation, if moneys that constitute a deposit or part of a deposit are received by a member institution from a depositor under a registered retirement income fund, as defined in subsection 146.3(1) of the Income Tax Act, and the plan is for the benefit of an individual, then the aggregate of those moneys and any other moneys that constitute a deposit or part of a deposit received from that depositor under any other registered retirement income fund that is for the benefit of that individual, is considered to be a single deposit separate from any other deposit for the benefit of that individual.

Fonds enregistré de revenu de retraite

(2) Malgré le paragraphe 6(2), les sommes qu’une institution membre reçoit d’un déposant au titre d’un fonds enregistré de revenu de retraite, au sens du paragraphe 146.3(1) de la Loi de l’impôt sur le revenu établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour un individu, ainsi que les autres sommes qui sont reçues du même déposant au titre de tout autre fonds enregistré de revenu de retraite établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour cet individu, sont réputées constituer, dans le cadre de l’assurance-dépôts, un seul dépôt distinct de tout autre dépôt fait pour cet individu.

 

 

Tax-free savings accounts

(3) Despite subsection 6(2), for the purposes of deposit insurance with the Corporation, if moneys that constitute a deposit or part of a deposit are received by a member institution from a depositor under a tax-free savings account, within the meaning assigned by section 146.2 of the Income Tax Act, and the account is for the benefit of an individual, then the aggregate of those moneys and any other moneys that constitute a deposit or part of a deposit received from that depositor under any other tax-free savings account that is for the benefit of that individual is considered to be a single deposit separate from any other deposit for the benefit of that individual.

Compte d’épargne libre d’impôt

(3) Malgré le paragraphe 6(2), les sommes qu’une institution membre reçoit d’un déposant au titre d’un compte d’épargne libre d’impôt — visé à l’article 146.2 de la Loi de l’impôt sur le revenu — établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour un particulier, ainsi que les autres sommes qui sont reçues du même déposant au titre de tout autre compte d’épargne libre d’impôt établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour ce particulier, sont réputées constituer, dans le cadre de l’assurance-dépôts, un dépôt unique, distinct de tout autre dépôt effectué pour ce particulier conformément aux règlements administratifs.

 

 

Current to February 11, 2020

   105    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

Registered education savings plans

(4) Despite subsection 6(2), for the purposes of deposit insurance with the Corporation, if moneys that constitute a deposit or part of a deposit are received by a member institution from a depositor under a registered education savings plan that is for the benefit of an individual, then the aggregate of those moneys and any other moneys that constitute a deposit received from that depositor under any other registered education savings plan that is for the benefit of that individual is considered to be a single deposit separate from any other deposit for the benefit of that individual.

Régime enregistré d’épargne-études

(4) Malgré le paragraphe 6(2), les sommes qu’une institution membre reçoit d’un déposant au titre d’un régime enregistré d’épargne-études établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour un particulier, ainsi que les autres sommes qui sont reçues du même déposant au titre de tout autre régime enregistré d’épargne-études établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour ce particulier, sont réputées constituer, dans le cadre de l’assurance-dépôts, un dépôt unique, distinct de tout autre dépôt effectué pour ce particulier.

 

 

Registered disability savings plans

(5) Despite subsection 6(2), for the purposes of deposit insurance with the Corporation, if moneys that constitute a deposit are received by a member institution from a depositor under a registered disability savings plan that is for the benefit of an individual, then the aggregate of those moneys and any other moneys that constitute a deposit or part of a deposit received from the same depositor under any other registered disability savings plan that is for the benefit of that individual is considered to be a single deposit separate from any other deposit for the benefit of that individual.

Régime enregistré d’épargne-invalidité

(5) Malgré le paragraphe 6(2), les sommes qu’une institution membre reçoit d’un déposant au titre d’un régime enregistré d’épargne-invalidité établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour un particulier, ainsi que les autres sommes qui sont reçues du même déposant au titre de tout autre régime enregistré d’épargne-invalidité établi pour un particulier et qui constituent un dépôt ou partie d’un dépôt effectué pour ce particulier, sont réputées constituer, dans le cadre de l’assurance-dépôts, un dépôt unique, distinct de tout autre dépôt effectué pour ce particulier.

 

 

Government moneys

(6) For the purposes of subsections (4) and (5) moneys received by a member institution from a depositor in accordance with a registered education savings plan or a registered disability savings plan are considered to include moneys received from the government of Canada or the government of a province under that plan.

Sommes reçues d’un gouvernement

(6) Pour l’application des paragraphes (4) et (5), les sommes qu’une institution membre reçoit d’un déposant au titre d’un régime enregistré d’épargne-études ou d’un régime enregistré d’épargne-invalidité sont réputées inclure les sommes reçues du gouvernement du Canada ou du gouvernement d’une province au titre de ce régime.

 

 

Trust Deposits

General

Trust deposits

6 (1) If a member institution is obligated to repay moneys to a depositor who is acting as a trustee for another person and the trusteeship is disclosed on the records of the member institution, in accordance with the by-laws, the deposit of the depositor is, for the purposes of deposit insurance with the Corporation, considered to be a deposit separate from any deposit of the depositor acting in their own right, in a co-ownership capacity or acting in a trust capacity for another person with the member institution.

Dépôts en fiducie

Dispositions générales

Dépôts en fiducie

6 (1) En cas d’obligation pour une institution membre de rembourser des sommes à un déposant qui agit en qualité de fiduciaire pour une autre personne, et si la fiducie est inscrite dans les registres de l’institution, y compris les renseignements inscrits conformément aux règlements administratifs, le dépôt qu’il effectue en fiducie pour une autre personne est, dans le cadre de l’assurance-dépôts, réputé constituer un dépôt distinct de tout dépôt effectué par le déposant qui agit en son propre nom en qualité de fiduciaire du dépôt ou en qualité de copropriétaire d’un dépôt.

 

 

Current to February 11, 2020

   106    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

Separate trust deposit

(2) If a member institution is obligated to repay moneys to a depositor who is acting as trustee for a beneficiary and the trusteeship is disclosed on the records of the member institution, in accordance with the by-laws, the interest or right of the beneficiary in the deposit is, for the purposes of deposit insurance with the Corporation, considered to be a deposit separate from any deposit of the beneficiary made with the member institution in their own right for their own use and separate from any interest or right of the beneficiary in respect of any other trust deposit made by another depositor of which the beneficiary is a beneficiary.

Dépôt distinct

(2) En cas d’obligation pour une institution membre de rembourser des sommes à un déposant qui agit en qualité de fiduciaire pour un bénéficiaire, et si la fiducie est inscrite dans les registres de l’institution, y compris les renseignements inscrits conformément aux règlements administratifs, le droit ou l’intérêt du bénéficiaire du dépôt en cause est réputé, quant au bénéficiaire, dans le cadre de l’assurance-dépôts, constituer un dépôt distinct des dépôts qu’il effectue en son propre nom ou des dépôts en fiducie effectués par un autre déposant dont il est le bénéficiaire.

 

 

Deposit of beneficiary

(3) Subject to section 10, if a member institution is obligated to repay moneys to a depositor who is acting as trustee for two or more beneficiaries and the interest or right of a beneficiary in the deposit is disclosed on the records of the member institution, in accordance with the by-laws, the interest or right of that beneficiary in the deposit is, for the purposes of deposit insurance with the Corporation, considered to be a separate deposit.

Dépôt d’un bénéficiaire

(3) Sous réserve de l’article 10, en cas d’obligation pour une institution membre de rembourser des sommes à un déposant qui agit en qualité de fiduciaire pour plusieurs bénéficiaires, le droit ou l’intérêt d’un bénéficiaire sur le dépôt est réputé, dans le cadre de l’assurance-dépôts, être un dépôt distinct, à condition d’être inscrit dans les registres de l’institution conformément aux règlements administratifs.

 

 

Multiple deposits

(4) For greater certainty, if a member institution is obligated to repay moneys to a depositor who is acting as trustee for two or more trusteeships under which the same beneficiary is a beneficiary, the aggregate of the interest or right of that beneficiary in those deposits shall be insured to a maximum of one hundred thousand dollars.

Dépôts multiples — précision

(4) Il est entendu qu’en cas d’obligation pour une institution membre de rembourser des sommes à un déposant qui agit comme fiduciaire dans le cadre de deux ou de plusieurs fiducies pour un même bénéficiaire, l’assurance maximale applicable au total des droits ou intérêts de celui-ci dans les dépôts qu’il détient est de cent mille dollars.

 

 

Notice to trustees

(5) The Corporation may, in accordance with the bylaws, require a member institution who is obligated to repay moneys to a depositor who is acting as a trustee for another person to provide the trustee with the information specified by the Corporation.

Avis au fiduciaire

(5) La Société peut, conformément aux règlements administratifs, exiger d’une institution membre, si celle-ci a l’obligation de rembourser des sommes à un déposant qui agit comme fiduciaire pour une autre personne, qu’elle fournisse au fiduciaire les renseignements spécifiés par la Société.

 

 

Nominee Broker Deposits

Additional conditions

7 (1) The following conditions apply to nominee broker deposits in addition to those set out in section 6:

(a) at the time the deposit is made and each time a change is made to the deposit, the nominee broker must provide the following information to the member institution for it to disclose on its records

(i) the fact that the deposit is made by a nominee broker,

Dépôts de courtiers-fiduciaires

Conditions supplémentaires

7 (1) Les conditions ci-après s’appliquent aux dépôts de courtiers-fiduciaires, en plus de celles qui sont visées à l’article 6 :

a) au moment du dépôt et chaque fois que ce dépôt est modifié, le courtier-fiduciaire fournit à l’institution membre les renseignements ci-après afin qu’ils soient inscrits aux registres de celle-ci :

(i) le fait que le dépôt est effectué par un courtier-fiduciaire,

 

 

Current to February 11, 2020

   107    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

(ii) the unique alphanumeric code for each beneficiary of the deposit, assigned in accordance with the by-laws,

(iii) the amount or percentage of the interest or right of the beneficiary associated with that code, and

(iv) any other information specified in the by-laws; and

(b) the nominee broker must provide, in accordance with the by-laws, the following to the Corporation, within three business days after the day on which a request is made by the Corporation:

(i) each unique alphanumeric code provided under subparagraph (a)(ii),

(ii) the current name and address of the beneficiary associated with that code, and

(iii) any other information specified in the by-laws respecting the deposit.

(ii) le code alphanumérique distinct de chaque bénéficiaire du dépôt, attribué conformément aux règlements administratifs,

(iii) la somme ou le pourcentage représentant le droit ou l’intérêt du bénéficiaire associé à ce code,

(iv) tout autre renseignement prévu dans les règlements administratifs;

b) le courtier-fiduciaire doit, conformément aux règlements administratifs, fournir à la Société dans les trois jours ouvrables suivant la demande de celle-ci :

(i) un code alphanumérique distinct, fourni au titre du sous-alinéa a)(ii),

(ii) les nom et adresse à jour du bénéficiaire associé à ce code,

(iii) tout autre renseignement réglementaire concernant les dépôts.

 

 

Co-ownership

(2) If two or more persons are co-owners of a deposit, they are, for the purposes of assigning a unique alphanumeric code, considered to be a single beneficiary, separate from any of the persons as a beneficiary — in their own right, in a trust capacity or in another co-ownership capacity — of a deposit made by the same nominee broker with the same member institution.

Propriété conjointe

(2) Si plusieurs personnes sont copropriétaires d’un dépôt, elles sont, en ce qui concerne l’attribution du code alphanumérique distinct, réputées être un seul bénéficiaire, distinct de toute personne qui agit comme bénéficiaire — en leur propre intérêt, en qualité de fiduciaire ou en qualité de copropriétaire — d’un dépôt effectué par le même courtier-fiduciaire auprès de l’institution membre.

 

 

Member institution requirements — agreements and arrangements

8 (1) If a member institution enters into an agreement or arrangement respecting nominee broker deposits, the member institution must ensure that the agreement or arrangement includes provisions that require the nominee broker

(a) to provide information to the Corporation in accordance with paragraph 7(1)(b);

(b) to make an initial attestation to the Corporation and updated attestations in accordance with the bylaws that state whether the nominee broker is, or is not, capable of fullfilling the obligations set out in paragraph 7(1)(b); and

(c) to provide and update contact information in accordance with the by-laws to the member institution.

Exigences de l’institution membre — ententes ou arrangements

8 (1) L’institution membre inscrit des clauses imposant au courtier-fiduciaire les obligations ci-après dans toute entente ou tout arrangement visant des dépôts de courtier-fiduciaire :

a) fournir à la Société les renseignements, conformément aux règlements administratifs;

b) fournir à la Société une attestation et des mises à jour périodiques de celle-ci conformément aux règlements administratifs, indiquant s’il peut ou non s’acquitter des obligations visées à l’alinéa 7(1)b);

c) fournir à l’institution membre ses coordonnées visées aux règlements administratifs ainsi que leur mise à jour.

 

 

Updates

(2) The member institution must ask the depositor to make an updated attestation under paragraph (1)(b) and

Mises à jour

(2) L’institution membre demande au déposant de fournir la mise à jour de l’attestation visée à l’alinéa (1)b)

 

 

Current to February 11, 2020

   108    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

to provide updated contact information under paragraph (1)(c) each April.

et de la mise à jour visée à l’alinéa (1)c), chaque mois d’avril.

 

 

Notice

(3) If a member institution enters into an agreement or arrangement respecting nominee broker deposits, the member institution must notify the Corporation in accordance with the by-laws.

Avis

(3) Si une institution membre conclut une entente ou un arrangement visant les dépôts d’un courtier-fiduciaire, l’institution membre en avise la Société conformément aux règlements administratifs.

 

 

Notice — end of agreement or arrangement

(4) If a member institution that has entered into an agreement or arrangement respecting nominee broker deposits is no longer a party to that agreement or arrangement, the member institution must notify the Corporation in accordance with the by-laws.

Avis — fin de l’entente ou de l’arrangement

(4) Si une institution membre qui a conclu une entente ou un arrangement visant les dépôts d’un courtier-fiduciaire n’est plus partie à cette entente ou à cet arrangement, elle en avise la Société conformément aux règlements administratifs.

 

 

Failure to comply with paragraph 7(1)(a)

(5) If the member institution receives moneys from or holds moneys in a nominee broker deposit and the nominee broker fails to comply with paragraph 7(1)(a), the member institution must, as soon as possible after the failure, provide the nominee broker with the information specified in the by-laws.

Défaut de se conformer — alinéa 7(1)a)

(5) Une institution membre qui reçoit des sommes lors d’un dépôt d’un courtier-fiduciaire au nom d’un individu ou qui détient des sommes pour le courtier-fiduciaire doit, dès que possible après le défaut de celui-ci de se conformer à l’alinéa 7(1)a), lui fournir les renseignements prévus dans les règlements administratifs.

 

 

Professional Trustee Accounts

Comptes de fiduciaire professionnel

 

 

Professional trustee account

9 A member institution must identify an account as a professional trustee account if the depositor

(a) makes an attestation, in accordance with the bylaws, stating that they are a professional trustee;

(b) provides contact information in accordance with the by-laws; and

(c) requests that the account to be identified as a professional trustee account.

Comptes de fiduciaire professionnel

9 L’institution membre considère un compte comme un compte de fiduciaire professionnel si le déposant :

a) atteste, conformément aux règlements administratifs, qu’il est un fiduciaire professionnel;

b) fournit les coordonnées conformément aux règlements administratifs;

c) demande que le compte soit considéré comme un compte de fiduciaire professionnel.

 

 

Deposit of beneficiary

10 If a deposit referred to in subsection 6(3) is held in an account identified as a professional trustee account, the interest or right of each beneficiary in the deposit does not have to be disclosed on the records of the member institution. However, the interest or right of each beneficiary in the deposit is not, for the purposes of deposit insurance with the Corporation, considered to be a separate deposit unless the depositor meets the conditions set out in section 11.

Dépôt d’un bénéficiaire

10 Dans le cas où un dépôt visé au paragraphe 6(3) est détenu dans un compte considéré comme un compte de fiduciaire professionnel, le droit ou l’intérêt de chaque bénéficiaire sur le dépôt n’a pas à être inscrit dans les registres de l’institution membre. Toutefois, le droit de chaque bénéficiaire sur le dépôt, dans le cadre de l’assurance-dépôts, n’est pas réputé être un dépôt distinct, à moins que le déposant remplisse les conditions visées à l’article 11.

 

 

Additional conditions

11 In respect of a deposit held in an account identified as a professional trustee account, the following conditions apply in addition to those set out in subsections

6(1) and (2):

Exigences supplémentaires

11 Les exigences ci-après s’appliquent au dépôt détenu dans un compte considéré comme un compte de fiduciaire professionnel, en plus de celles prévues aux paragraphes 6(1) et (2) :

 

 

Current to February 11, 2020

   109    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

(a) the depositor must, in accordance with the bylaws, maintain a record that sets out the current name and address of each beneficiary of a deposit in the account and the amount or percentage of the interest or right of each beneficiary;

 

(b) the depositor must provide, in accordance with the by-laws, information respecting deposits in the account to the Corporation if a request is made by the Corporation; and

(c) each April, the depositor must provide the member institution with

(i) an attestation, in accordance with the by-laws, stating that they continue to be a professional trustee,

(ii) confirmation that the account is to continue to be identified as a professional trustee account, and

(iii) updated contact information in accordance with the by-laws.

a) le déposant doit, conformément aux règlements administratifs, conserver des registres dans lesquels sont inscrits les nom et adresse à jour de chaque bénéficiaire d’un dépôt effectué dans ce compte ainsi que la somme ou le pourcentage représentant le droit ou l’intérêt de chacun de ces bénéficiaires;

b) le déposant doit, conformément aux règlements administratifs, fournir les renseignements concernant les dépôts dans ce compte à la Société, à la demande de celle-ci;

c) le déposant fournit à l’institution membre, en avril de chaque année :

(i) conformément aux règlements administratifs, une attestation indiquant qu’il est encore un fiduciaire professionnel,

(ii) la confirmation que le compte continue d’être considéré comme un compte d’un fiduciaire professionnel,

(iii) une mise à jour de ses coordonnées conformément aux règlements administratifs.

 

 

Updates

12 (1) A member institution that has identified an account as a professional trustee account must ask the depositor to carry out the actions referred to in paragraph 11(c) each March.

Mises à jour

12 (1) L’institution membre qui a considéré un compte comme un compte de fiduciaire professionnel demande au déposant, chaque mois de mars, de fournir les renseignements visés à l’alinéa 11c).

 

 

Change of status

(2) A depositor who has requested that the account to be identified as a professional trustee account and who is no longer a professional trustee, must notify the member institution that they are no longer a professional trustee and request that the designation be removed.

Changement de condition

(2) Un déposant — dont le compte est considéré comme un compte de fiduciaire professionnel — qui n’est plus un fiduciaire professionnel doit aviser l’institution membre qu’il n’est plus un fiduciaire professionnel et demander que sa désignation soit supprimée.

 

 

Designation removed

(3) A member institution must remove the designation of an account identified as a professional trustee account if

(a) the depositor requests that the designation be removed; or

(b) the depositor fails to carry out the actions referred to in paragraph 11(c) by April 30.

Désignation supprimée

(3) Une institution membre supprime la désignation d’un compte comme compte de fiduciaire professionnel dans les cas suivants :

a) le déposant demande que la désignation soit supprimée;

b) le déposant a omis de fournir les renseignements visés à l’alinéa 11c) au plus tard le 30 avril.

 

 

Information privileged

13 For greater certainty, the provision by a depositor to the Corporation of information respecting deposits held in an account identified as a professional trustee account that is subject to solicitor-client privilege or the professional secrecy of advocates and notaries does not constitute a waiver of the privilege or secrecy.

Renseignements protégés — précision

13 Il est entendu que la communication par un déposant à la Société de renseignements relativement à des dépôts dans un compte considéré comme un compte de fiduciaire professionnel qui sont protégés par le secret professionnel qui lie un avocat à son client ne constitue pas une renonciation à cette protection.

 

 

Current to February 11, 2020

   110    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Canada Deposit Insurance Corporation    Société d’assurance-dépôts du Canada
AMENDMENTS NOT IN FORCE    MODIFICATIONS NON EN VIGUEUR

 

By-laws

By-laws

14 For the purposes of the provisions of this schedule, the Board may make by-laws

(a) respecting information that is to be disclosed on the records of a member institution in respect of a co-ownership interest, a trusteeship or the interest or right of a beneficiary in a deposit;

(b) respecting the assignment of unique alphanumeric codes for beneficiaries of nominee broker deposits;

(c) specifying information that is to be disclosed on the records of a member institution in respect of a nominee broker deposit;

(d) specifying the information a nominee broker is to provide, and the form and manner in which it is to be provided, under paragraph 7(1)(b);

(e) respecting attestations by nominee brokers and professional trustees;

(f) respecting contact information referred to in paragraph 8(1)(c) and 9(b) and subparagraph 11(c)(iii);

(g) respecting notification requirements for agreements or arrangements respecting nominee broker deposits;

(h) specifying information for the purposes of subsection 8(4);

(i) respecting records to be maintained under paragraph 11(a);

(j) specifying the information a professional trustee is to provide, and the form and manner in which it is to be provided, under paragraph 11(b); and

(k) respecting the provision of information to trustees under subsection 6(5).

 

Règlements administratifs

Règlements administratifs

14 Pour l’application de la présente annexe, le conseil peut prendre des règlements administratifs :

a) concernant les renseignements qui doivent être inscrits dans les registres d’une institution membre relativement à un droit ou un intérêt dans une copropriété, à une fiducie ou au droit ou à l’intérêt d’un bénéficiaire dans un dépôt;

b) concernant l’attribution de codes alphanumériques distincts pour chaque bénéficiaire d’un dépôt de courtier-fiduciaire;

c) prévoyant les renseignements qui doivent être inscrits dans les registres d’une institution membre relativement à un dépôt de courtier-fiduciaire;

d) prévoyant les renseignements qu’un courtier-fiduciaire doit fournir, et les modalités selon lesquelles les renseignements sont fournis, au titre de l’alinéa 7(1)b);

e) concernant l’attestation fournie par un courtier-fiduciaire et un fiduciaire professionnel;

f) concernant les renseignements sur les coordonnées visés aux alinéas 8(1)c) et 9b) et au sous-alinéa 11c)(iii);

g) concernant les exigences en matière d’avis pour les ententes ou les arrangements visant les dépôts d’un courtier-fiduciaire;

h) prévoyant les renseignements pour l’application du paragraphe 8(4);

i) concernant les registres à conserver au titre de l’alinéa 11a);

j) prévoyant les renseignements qu’un fiduciaire professionnel doit fournir, et les modalités selon lesquelles les renseignements sont fournis, au titre de l’alinéa 11b);

k) concernant la fourniture de renseignements aux fiduciaires au titre du paragraphe 6(5).

 

 

Current to February 11, 2020

   111    À jour au 11 février 2020

Last amended on May 10, 2019

      Dernière modification le 10 mai 2019


Exhibit 8(d)

 

LOGO

CANADA

 

CONSOLIDATION    CODIFICATION
Canada Business Corporations Act    Loi canadienne sur les sociétés par actions
R.S.C., 1985, c. C-44    L.R.C. (1985), ch. C-44
Current to February 11, 2020    À jour au 11 février 2020
Last amended on January 1, 2020    Dernière modification le 1 janvier 2020
Published by the Minister of Justice at the following address:    Publié par le ministre de la Justice à l’adresse suivante :
http://laws-lois.justice.gc.ca    http://lois-laws.justice.gc.ca


  
      

 

OFFICIAL STATUS

OF CONSOLIDATIONS

Subsections 31(1) and (2) of the Legislation Revision and Consolidation Act, in force on June 1, 2009, provide as follows:

Published consolidation is evidence

31 (1) Every copy of a consolidated statute or consolidated regulation published by the Minister under this Act in either print or electronic form is evidence of that statute or regulation and of its contents and every copy purporting to be published by the Minister is deemed to be so published, unless the contrary is shown.

Inconsistencies in Acts

(2) In the event of an inconsistency between a consolidated statute published by the Minister under this Act and the original statute or a subsequent amendment as certified by the Clerk of the Parliaments under the Publication of Statutes Act, the original statute or amendment prevails to the extent of the inconsistency.

LAYOUT

The notes that appeared in the left or right margins are now in boldface text directly above the provisions to which they relate. They form no part of the enactment, but are inserted for convenience of reference only.

NOTE

This consolidation is current to February 11, 2020. The last amendments came into force on January 1, 2020. Any amendments that were not in force as of February 11, 2020 are set out at the end of this document under the heading “Amendments Not in Force”.

CARACTÈRE OFFICIEL

DES CODIFICATIONS

Les paragraphes 31(1) et (2) de la Loi sur la révision et la codification des textes législatifs, en vigueur le 1er juin 2009, prévoient ce qui suit :

Codifications comme élément de preuve

31 (1) Tout exemplaire d’une loi codifiée ou d’un règlement codifié, publié par le ministre en vertu de la présente loi sur support papier ou sur support électronique, fait foi de cette loi ou de ce règlement et de son contenu. Tout exemplaire donné comme publié par le ministre est réputé avoir été ainsi publié, sauf preuve contraire.

Incompatibilité — lois

(2) Les dispositions de la loi d’origine avec ses modifications subséquentes par le greffier des Parlements en vertu de la Loi sur la publication des lois l’emportent sur les dispositions incompatibles de la loi codifiée publiée par le ministre en vertu de la présente loi.

MISE EN PAGE

Les notes apparaissant auparavant dans les marges de droite ou de gauche se retrouvent maintenant en caractères gras juste au-dessus de la disposition à laquelle elles se rattachent. Elles ne font pas partie du texte, n’y figurant qu’à titre de repère ou d’information.

NOTE

Cette codification est à jour au 11 février 2020. Les dernières modifications sont entrées en vigueur le 1 janvier 2020. Toutes modifications qui n’étaient pas en vigueur au 11 février 2020 sont énoncées à la fin de ce document sous le titre « Modifications non en vigueur ».

 

 

Current to February 11, 2020         À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


  
      

 

TABLE OF PROVISIONS

An Act respecting Canadian business corporations

 

 

Short Title

  

1

 

Short title

  
 

PART I

  
 

Interpretation and Application

  
 

Interpretation

  

2

 

Definitions

  

2.1      

 

Individual with significant control

  
 

Application

  

3

 

Application of Act

  
 

Purposes of Act

  

4

 

Purposes

  
 

PART II

  
 

Incorporation

  

5

 

Incorporators

  

6

 

Articles of incorporation

  

7

 

Delivery of articles of incorporation

  

8

 

Certificate of incorporation

  

9

 

Effect of certificate

  

10

 

Name of corporation

  

11

 

Reserving name

  

12

 

Prohibited names

  

13

 

Certificate of amendment

  

14

 

Personal liability

  
 

PART III

  
 

Capacity and Powers

  

15

 

Capacity of a corporation

  

16

 

Powers of a corporation

  

17

 

No constructive notice

  

18

 

Authority of directors, officers and agents

  

TABLE ANALYTIQUE

Loi régissant les sociétés par actions de régime fédéral

 

 

Titre abrégé

  

1

 

Titre abrégé

  
 

PARTIE I

  
 

Définitions et application

  
 

Définitions

  

2

 

Définitions

  

2.1      

 

Particulier ayant un contrôle important

  
 

Champ d’application

  

3

 

Application de la loi

  
 

Objet

  

4

 

Objet

  
 

PARTIE II

  
 

Constitution

  

5

 

Fondateurs

  

6

 

Statuts constitutifs

  

7

 

Envoi des statuts constitutifs

  

8

 

Certificat

  

9

 

Effet du certificat

  

10

 

Dénomination sociale

  

11

 

Réservation

  

12

 

Dénominations sociales prohibées

  

13

 

Certificat de modification

  

14

 

Obligation personnelle

  
 

PARTIE III

  
 

Capacité et pouvoirs

  

15

 

Capacité

  

16

 

Pouvoirs

  

17

 

Absence de présomption de connaissance

  

18

 

Prétentions interdites

  
 

 

Current to February 11, 2020    iii    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

 

PART IV

  
 

Registered Office and Records

  

19

 

Registered office

  

20

 

Corporate records

  

21

 

Access to corporate records

  

21.1

 

Register

  

21.2

 

Inability to identify individuals

  

21.3

 

Disclosure to Director

  

21.31

 

Disclosure to investigative bodies

  

21.32  

 

Record

  

21.4

 

Offence – contravention of subsection 21.1(1) or 21.31(1)

  

22

 

Form of records

  

23

 

Corporate seal

  
 

PART V

  
 

Corporate Finance

  

24

 

Shares

  

25

 

Issue of shares

  

26

 

Stated capital account

  

27

 

Shares in series

  

28

 

Pre-emptive right

  

29

 

Options and rights

  

29.1

 

Restriction regarding bearer shares

  

30

 

Corporation holding its own shares

  

31

 

Exception

  

32

 

Exception relating to Canadian ownership

  

33

 

Voting shares

  

34

 

Acquisition of corporation’s own shares

  

35

 

Alternative acquisition of corporation’s own shares

  

36

 

Redemption of shares

  

37

 

Gift or legacy of shares

  

38

 

Other reduction of stated capital

  

39

 

Adjustment of stated capital account

  

40

 

Enforcement of contract to buy shares

  

41

 

Commission for sale of shares

  

42

 

Dividends

  

43

 

Form of dividend

  

45

 

Shareholder immunity

  
 

PARTIE IV

  
 

Siège social et livres

  

19

 

Siège social et livres

  

20

 

Livres

  

21

 

Consultation

  

21.1

 

Registre

  

21.2

 

Incapacité d’identifier

  

21.3

 

Communication au directeur

  

21.31

 

Communication aux organismes d’enquête

  

21.32  

 

Registre

  

21.4

 

Infraction : contravention aux paragraphes 21.1(1) ou 21.31(1)

  

22

 

Forme des registres

  

23

 

Sceau

  
 

PARTIE V

  
 

Financement

  

24

 

Actions

  

25

 

Émission d’actions

  

26

 

Compte capital déclaré

  

27

 

Émission d’actions en série

  

28

 

Droit de préemption

  

29

 

Options et droits

  

29.1

 

Aucune émission au porteur

  

30

 

Détention par la société de ses propres actions

  

31

 

Exception

  

32

 

Exception relative à la participation canadienne

  

33

 

Actions avec droit de vote

  

34

 

Acquisition par la société de ses propres actions

  

35

 

Acquisition par la société de ses propres actions

  

36

 

Rachat des actions

  

37

 

Donation et legs d’actions

  

38

 

Autre réduction du capital déclaré

  

39

 

Capital déclaré

  

40

 

Exécution des contrats

  

41

 

Commission sur vente d’actions

  

42

 

Dividendes

  

43

 

Forme du dividende

  

45

 

Immunité des actionnaires

  
 

 

Current to February 11, 2020    iv    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

 

PART VI

  
 

Sale of Constrained Shares

  

46

 

Sale of constrained shares by corporation

  

47

 

Proceeds of sale to be trust fund

  
 

PART VII

  
 

Security Certificates, Registers and Transfers

  
 

Interpretation and General

  

48

 

Application of Part

  

49

 

Rights of holder

  

50       

 

Securities records

  

51

 

Dealings with registered holder

  

52

 

Overissue

  

53

 

Burden of proof

  

54

 

Securities fungible

  
 

Issue — Issuer

  

55

 

Notice of defect

  

56

 

Staleness as notice of defect

  

57

 

Unauthorized signature

  

58

 

Completion or alteration

  

59

 

Warranties of agents

  
 

Purchase

  

60

 

Title of purchaser

  

61

 

Deemed notice of adverse claim

  

62

 

Staleness as notice of adverse claim

  

63

 

Warranties to issuer

  

64

 

Right to compel endorsement

  

65

 

Definition of appropriate person

  

66

 

Effect of endorsement without delivery

  

67

 

Endorsement in bearer form

  

68

 

Effect of unauthorized endorsement

  

69

 

Warranties of guarantor of signature

  

70

 

Constructive delivery of a security

  

71

 

Delivery of security

  

72

 

Right to reclaim possession

  

73

 

Right to requisites for registration

  
 

PARTIE VI

  
 

Vente d’actions faisant l’objet de restrictions

  

46

 

Vente par la société d’actions faisant l’objet de restrictions

  

47

 

Constitution d’un fonds en fiducie

  
 

PARTIE VII

  
 

Certificats de valeurs mobilières, registres et transferts

  
 

Définitions et dispositions générales

  

48

 

Champ d’application

  

49       

 

Droits du détenteur

  

50

 

Registres des valeurs mobilières

  

51

 

Relations avec le détenteur inscrit

  

52

 

Émission excédentaire

  

53

 

Charge de la preuve

  

54

 

Valeurs mobilières fongibles

  
 

Émission — Émetteur

  

55

 

Avis du vice

  

56

 

Présomption de connaissance d’un vice

  

57

 

Signature non autorisée

  

58

 

Valeur mobilière à compléter

  

59

 

Garanties des mandataires

  
 

Acquisition

  

60

 

Titre de l’acquéreur

  

61

 

Présomption d’opposition

  

62

 

Péremption valant avis d’opposition

  

63

 

Garanties à l’émetteur

  

64

 

Droit d’exiger l’endossement

  

65

 

Définition de personne compétente

  

66

 

Effet de l’endossement sans livraison

  

67

 

Endossement au porteur

  

68

 

Effet d’un endossement non autorisé

  

69

 

Garantie de la signature

  

70

 

Présomption de livraison

  

71

 

Livraison d’une valeur mobilière

  

72

 

Droit de demander la remise en possession

  

73

 

Droit d’obtenir les pièces nécessaires à l’inscription

  
 

 

Current to February 11, 2020    v    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

74

 

Seizure of security

  

75

 

No liability for acts in good faith

  
 

Registration

  

76

 

Duty to register transfer

  

77

 

Assurance that endorsement effective

  

78

 

Limited duty of inquiry

  

79

 

Limitation of issuer’s liability

  

80       

 

Notice of lost or stolen security

  

81

 

Rights and obligations

  
 

PART VIII

  
 

Trust Indentures

  

82

 

Definitions

  

83

 

Conflict of interest

  

84

 

Qualification of trustee

  

85

 

List of security holders

  

86

 

Evidence of compliance

  

87

 

Contents of declaration, etc.

  

88

 

Further evidence of compliance

  

89

 

Trustee may require evidence of compliance

  

90

 

Notice of default

  

91

 

Duty of care

  

92

 

Reliance on statements

  

93

 

No exculpation

  
 

PART IX

  
 

Receivers, Receiver-managers and Sequestrators

  

94

 

Functions of receiver or sequestrator

  

95

 

Functions of receiver-manager

  

96

 

Directors’ powers cease

  

97

 

Duty to act

  

98

 

Duty under instrument or act

  

99

 

Duty of care

  

100

 

Directions given by court

  

101

 

Duties of receiver, receiver-manager or sequestrator

  

74

 

Saisie d’une valeur mobilière

  

75

 

Absence de responsabilité en cas de bonne foi

  
 

Inscription

  

76

 

Inscription obligatoire

  

77

 

Garantie de l’effet juridique de l’endossement

  

78

 

Limites de l’obligation de s’informer

  

79

 

Limites de la responsabilité

  

80       

 

Avis de la perte ou du vol d’une valeur mobilière

  

81

 

Droits et obligations

  
 

PARTIE VIII

  
 

Acte de fiducie

  

82

 

Définitions

  

83

 

Conflit d’intérêts

  

84

 

Qualités requises pour être fiduciaire

  

85

 

Liste des détenteurs de valeurs mobilières

  

86

 

Preuve de l’observation

  

87

 

Teneur de la déclaration, etc.

  

88

 

Preuve supplémentaire

  

89

 

Présentation de la preuve au fiduciaire

  

90

 

Avis du défaut

  

91

 

Obligations du fiduciaire

  

92

 

Foi accordée aux déclarations

  

93

 

Caractère impératif des obligations

  
 

PARTIE IX

  
 

Séquestres et séquestres-gérants

  

94

 

Fonctions du séquestre

  

95

 

Fonctions du séquestre-gérant

  

96

 

Suspension des pouvoirs des administrateurs

  

97

 

Obligation

  

98

 

Obligations prévues dans un acte

  

99

 

Obligation de diligence

  

100

 

Directives du tribunal

  

101

 

Obligations du séquestre et du séquestre-gérant

  
 

 

Current to February 11, 2020    vi    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

 

PART X

  
 

Directors and Officers

  

102

 

Duty to manage or supervise management

  

103

 

By-laws

  

104

 

Organization meeting

  

105     

 

Qualifications of directors

  

106

 

Notice of directors

  

107

 

Cumulative voting

  

108

 

Ceasing to hold office

  

109

 

Removal of directors

  

110

 

Attendance at meeting

  

111

 

Filling vacancy

  

112

 

Number of directors

  

113

 

Notice of change of director or director’s address

  

114

 

Meeting of directors

  

115

 

Delegation

  

116

 

Validity of acts of directors and officers

  

117

 

Resolution in lieu of meeting

  

118

 

Directors’ liability

  

119

 

Liability of directors for wages

  

120

 

Disclosure of interest

  

121

 

Officers

  

122

 

Duty of care of directors and officers

  

123

 

Dissent

  

124

 

Indemnification

  

125

 

Remuneration

  
 

PART XI

  
 

Insider Trading

  

126

 

Definitions

  

130

 

Prohibition of short sale

  

131

 

Definitions

  
 

PART XII

  
 

Shareholders

  

132

 

Place of meetings

  

133

 

Calling annual meetings

  

134

 

Fixing record date

  

135

 

Notice of meeting

  
 

PARTIE X

  
 

Administrateurs et dirigeants

  

102

 

Fonctions des administrateurs

  

103

 

Règlements administratifs

  

104

 

Réunion

  

105     

 

Incapacités

  

106

 

Liste des administrateurs

  

107

 

Vote cumulatif

  

108

 

Fin du mandat

  

109

 

Révocation des administrateurs

  

110

 

Présence à l’assemblée

  

111

 

Manière de combler les vacances

  

112

 

Nombre des administrateurs

  

113

 

Avis de changement

  

114

 

Réunion du conseil

  

115

 

Délégation

  

116

 

Validité des actes des administrateurs et des dirigeants

  

117

 

Résolution tenant lieu d’assemblée

  

118

 

Responsabilité des administrateurs

  

119

 

Responsabilité des administrateurs envers les employés

  

120

 

Communication des intérêts

  

121

 

Dirigeants

  

122

 

Devoir des administrateurs et dirigeants

  

123

 

Dissidence

  

124

 

Indemnisation

  

125

 

Rémunération

  
 

PARTIE XI

  
 

Transactions d’initiés

  

126

 

Définitions

  

130

 

Interdiction de la vente à découvert

  

131

 

Définition de initié

  
 

PARTIE XII

  
 

Actionnaires

  

132

 

Lieu des assemblées

  

133

 

Convocation de l’assemblée annuelle

  

134

 

Date de référence

  

135

 

Avis de l’assemblée

  
 

 

Current to February 11, 2020    vii    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

136

 

Waiver of notice

  

137

 

Proposals

  

138

 

List of shareholders entitled to receive notice

  

139

 

Quorum

  

140

 

Right to vote

  

141

 

Voting

  

142

 

Resolution in lieu of meeting

  

143

 

Requisition of meeting

  

144

 

Meeting called by court

  

145

 

Court review of election

  

145.1  

 

Pooling agreement

  

146

 

Unanimous shareholder agreement

  
 

PART XIII

  
 

Proxies

  

147

 

Definitions

  

148

 

Appointing proxyholder

  

149

 

Mandatory solicitation

  

150

 

Soliciting proxies

  

151

 

Exemption

  

152

 

Attendance at meeting

  

153

 

Duty of intermediary

  

154

 

Restraining order

  
 

PART XIV

  
 

Financial Disclosure

  

155

 

Annual financial statements

  

156

 

Application for exemption

  

157

 

Consolidated statements

  

158

 

Approval of financial statements

  

159

 

Copies to shareholders

  

160

 

Copies to Director

  

161

 

Qualification of auditor

  

162

 

Appointment of auditor

  

163

 

Dispensing with auditor

  

164

 

Ceasing to hold office

  

165

 

Removal of auditor

  

166

 

Filling vacancy

  

136

 

Renonciation à l’avis

  

137

 

Propositions

  

138

 

Liste des actionnaires : avis d’une assemblée

  

139

 

Quorum

  

140

 

Droit de vote

  

141

 

Vote

  

142

 

Résolution tenant lieu d’assemblée

  

143

 

Demande de convocation

  

144

 

Convocation de l’assemblée par le tribunal

  

145

 

Révision d’une élection par le tribunal

  

145.1  

 

Convention de vote

  

146

 

Convention unanime des actionnaires

  
 

PARTIE XIII

  
 

Procurations

  

147

 

Définitions

  

148

 

Nomination d’un fondé de pouvoir

  

149

 

Sollicitation obligatoire

  

150

 

Sollicitation de procuration

  

151

 

Dispense

  

152

 

Présence à l’assemblée

  

153

 

Devoir de l’intermédiaire

  

154

 

Ordonnance

  
 

PARTIE XIV

  
 

Présentation de renseignements d’ordre financier

  

155

 

États financiers annuels

  

156

 

Demande de dispense

  

157

 

États financiers consolidés

  

158

 

Approbation des états financiers

  

159

 

Copies aux actionnaires

  

160

 

Copies au directeur

  

161

 

Qualités requises pour être vérificateur

  

162

 

Nomination du vérificateur

  

163

 

Dispense

  

164

 

Fin du mandat

  

165

 

Révocation

  

166

 

Manière de combler une vacance

  
 

 

Current to February 11, 2020    viii    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

167   Court appointed auditor   
168   Right to attend meeting   
169   Examination   
170   Right to information   
171   Audit committee   
172   Qualified privilege (defamation)   
 

PART XIV.1

  
 

Disclosure Relating to Diversity

  
172.1     Diversity in corporations   
 

PART XV

  
 

Fundamental Changes

  
173   Amendment of articles   
174   Constraints on shares   
175   Proposal to amend   
176   Class vote   
177   Delivery of articles   
178   Certificate of amendment   
179   Effect of certificate   
180   Restated articles   
181   Amalgamation   
182   Amalgamation agreement   
183   Shareholder approval   
184   Vertical short-form amalgamation   
185   Sending of articles   
186   Effect of certificate   
186.1   Amalgamation under other federal Acts   
187   Continuance (import)   
188   Continuance — other jurisdictions   
189   Borrowing powers   
190   Right to dissent   
191   Definition of reorganization   
192   Definition of arrangement   
 

PART XVI

  
 

Going-private Transactions and Squeeze-out Transactions

  
193   Going-private transactions   
167   Nomination judiciaire   
168   Droit d’assister à l’assemblée   
169   Examen   
170   Droit à l’information   
171   Comité de vérification   
172   Immunité (diffamation)   
 

PARTIE XIV.1

  
 

Présentation de renseignements relatifs à la diversité

  
172.1     Diversité dans les sociétés   
 

PARTIE XV

  
 

Modifications de structure

  
173   Modification des statuts   
174   Restrictions concernant les actions   
175   Proposition de modification   
176   Vote par catégorie   
177   Remise des statuts   
178   Certificat de modification   
179   Effet du certificat   
180   Mise à jour des statuts   
181   Fusion   
182   Convention de fusion   
183   Approbation des actionnaires   
184   Fusion verticale simplifiée   
185   Remise des statuts   
186   Effet du certificat   
186.1   Fusion : société et autres personnes morales   
187   Prorogation (importation)   
188   Prorogation (exportation)   
189   Pouvoir d’emprunt   
190   Droit à la dissidence   
191   Définition de réorganisation   
192   Définition de arrangement   
 

PARTIE XVI

  
 

Opérations de fermeture et d’éviction

  
193   Opérations de fermeture   
 

 

Current to February 11, 2020    ix    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

194   Squeeze-out transactions   
 

PART XVII

  
 

Compulsory and Compelled Acquisitions

  
206   Definitions   
206.1     Obligation to acquire shares   
 

PART XVIII

  
 

Liquidation and Dissolution

  
207   Definition of court   
208   Application of Part   
209   Revival   
210   Dissolution before commencing business   
211   Proposing liquidation and dissolution   
212   Dissolution by Director   
213   Grounds for dissolution   
214   Further grounds   
215   Application for supervision   
216   Application to court   
217   Powers of court   
218   Effect of order   
219   Cessation of business and powers   
220   Appointment of liquidator   
221   Duties of liquidator   
222   Powers of liquidator   
223   Costs of liquidation   
224   Right to distribution in money   
225   Custody of records   
226   Definition of shareholder   
227   Unknown claimants   
228   Vesting in Crown   
 

PART XIX

  
 

Investigation

  
229   Investigation   
230   Powers of court   
231   Power of inspector   
232   Hearing in camera   
194   Opérations d’éviction   
 

PARTIE XVII

  
 

Acquisitions forcées

  
206   Définitions   
206.1     Acquisition forcée à la demande d’un actionnaire   
 

PARTIE XVIII

  
 

Liquidation et dissolution

  
207   Définition de tribunal   
208   Application de la présente partie   
209   Reconstitution   
210   Dissolution avant le début des opérations   
211   Proposition de liquidation et dissolution   
212   Dissolution par le directeur   
213   Motifs de dissolution   
214   Autres motifs   
215   Demande de surveillance   
216   Demande au tribunal   
217   Pouvoirs du tribunal   
218   Effet de l’ordonnance   
219   Cessation d’activité et perte de pouvoirs   
220   Nomination du liquidateur   
221   Obligations du liquidateur   
222   Pouvoirs du liquidateur   
223   Frais de liquidation   
224   Droit à la répartition en numéraire   
225   Garde des documents   
226   Définition de actionnaire   
227   Créanciers inconnus   
228   Dévolution à la Couronne   
 

PARTIE XIX

  
 

Enquêtes

  
229   Enquête   
230   Pouvoirs du tribunal   
231   Pouvoirs de l’inspecteur   
232   Audition à huis clos   
 

 

Current to February 11, 2020    x    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

233   Criminating statements   
234   Absolute privilege (defamation)   
235   Information respecting ownership and control   
236   Solicitor-client privilege or professional secrecy   
237   Inquiries   
 

PART XIX.1

  
 

Apportioning Award of Damages

  
  Interpretation and Application   
237.1     Definitions   
237.2   Application of Part   
  Apportionment of Damages   
237.3   Degree of responsibility   
237.4   Exception — fraud   
  Joint and Several, or Solidary, Liability   
237.5   Individual or personal body corporate   
237.6   Equitable grounds   
237.7   Value of security   
237.8   Court determines value   
237.9   Application to determine value   
 

PART XX

  
 

Remedies, Offences and Punishment

  
238   Definitions   
239   Commencing derivative action   
240   Powers of court   
241   Application to court re oppression   
242   Evidence of shareholder approval not decisive   
243   Application to court to rectify records   
244   Application for directions   
245   Notice of refusal by Director   
246   Appeal from Director’s decision   
247   Restraining or compliance order   
248   Summary application to court   
249   Appeal of final order   
250   Offences with respect to reports   
251   Offence   
252   Order to comply   
233   Incrimination   
234   Immunité absolue (diffamation)   
235   Renseignements concernant la propriété et le contrôle des valeurs mobilières   
236   Secret professionnel   
237   Enquêtes   
 

PARTIE XIX.1

  
 

Répartition de l’indemnité

  
  Définitions et champ d’application   
237.1     Définitions   
237.2   Champ d’application   
  Répartition de l’indemnité   
237.3   Degré de responsabilité   
237.4   Fraude   
  Responsabilité solidaire   
237.5   Particulier ou personne morale privée   
237.6   Tribunal   
237.7   Valeur mobilière   
237.8   Discrétion du tribunal   
237.9   Requête   
 

PARTIE XX

  
 

Recours, infractions et peines

  
238   Définitions   
239   Recours similaire à l’action oblique   
240   Pouvoirs du tribunal   
241   Demande en cas d’abus   
242   Preuve de l’approbation des actionnaires non décisive   
243   Demande de rectification au tribunal   
244   Demande d’instructions   
245   Avis de refus du directeur   
246   Appel   
247   Ordonnances   
248   Demande sommaire   
249   Appel   
250   Infractions   
251   Infraction   
252   Ordre de se conformer à la loi   
 

 

Current to February 11, 2020    xi    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

 

PART XX.1

 
 

Documents in Electronic or Other Form

 

252.1

 

Definitions

 

252.2

 

Application

 

252.3

 

Use not mandatory

 

252.4

 

Creation and provision of information

 

252.5

 

Creation of information in writing

 

252.6

 

Statutory declarations and affidavits

 

252.7  

 

Signatures

 
 

PART XXI

 
 

General

 

253

 

Notice to directors and shareholders

 

254

 

Notice to and service on a corporation

 

255

 

Waiver of notice

 

256

 

Certificate of Director

 

257

 

Certificate of corporation

 

258

 

Copies

 

258.1

 

Content and form of documents

 

258.2

 

Exemption

 

259

 

Proof required by Director

 

260

 

Appointment of Director

 

261

 

Regulations

 

261.1

 

Payment of fees

 

262

 

Definition of statement

 

262.1

 

Signature

 

262.2

 

Publication

 

263

 

Annual return

 

263.1

 

Certificate

 

264

 

Alteration

 

265

 

Corrections at request of Director

 

265.1

 

Cancellation of articles by Director

 

266

 

Inspection

 

267

 

Records of Director

 

267.1

 

Form of publication

 

268

 

Definition of charter

 
 

PARTIE XX.1

 
 

Documents sous forme électronique ou autre

 

252.1

 

Définitions

 

252.2

 

Application

 

252.3

 

Utilisation non obligatoire

 

252.4

 

Création et fourniture d’information

 

252.5

 

Création d’information écrite

 

252.6

 

Déclaration solennelle ou sous serment

 

252.7  

 

Signatures

 
 

PARTIE XXI

 
 

Dispositions générales

 

253

 

Avis aux administrateurs et aux actionnaires

 

254

 

Avis et signification à une société

 

255

 

Renonciation

 

256

 

Certificat du directeur

 

257

 

Certificat

 

258

 

Photocopies

 

258.1

 

Présentation et teneur des documents

 

258.2

 

Dispense

 

259

 

Preuve

 

260

 

Nomination du directeur

 

261

 

Règlements

 

261.1

 

Acquittement des droits

 

262

 

Définition de déclaration

 

262.1

 

Signature

 

262.2

 

Publicité

 

263

 

Rapport annuel

 

263.1

 

Certificat

 

264

 

Modification

 

265

 

Rectifications à la demande du directeur

 

265.1

 

Annulation à la demande du directeur

 

266

 

Consultation

 

267

 

Livres du directeur

 

267.1

 

Traitement de l’information

 

268

 

Définition de charte

 
 

 

Current to February 11, 2020    xii    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


Canada Business Corporations   Loi canadienne sur les sociétés par actions
TABLE OF PROVISIONS   TABLE ANALYTIQUE

 

           

 

SCHEDULE

 
 

Offences

 

           

 

ANNEXE

 
 

Infractions

 
 

 

Current to February 11, 2020    xiii    À jour au 11 février 2020
Last amended on January 1, 2020       Dernière modification le 1 janvier 2020


LOGO

 

R.S.C., 1985, c. C-44

An Act respecting Canadian business corporations

Short Title

Short title

1 This Act may be cited as the Canada Business Corporations Act.

R.S., 1985, c. C-44, s. 1; 1994, c. 24, s. 1(F).

PART I

Interpretation and Application

Interpretation

Definitions

2 (1) In this Act,

affairs means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate; (affaires internes)

affiliate means an affiliated body corporate within the meaning of subsection (2); (groupe)

articles means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and includes any amendments thereto; (statuts)

associate, in respect of a relationship with a person, means

(a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that

L.R.C., 1985, ch. C-44

Loi régissant les sociétés par actions de régime fédéral

Titre abrégé

Titre abrégé

1 Loi canadienne sur les sociétés par actions.

L.R. (1985), ch. C-44, art. 1; 1994, ch. 24, art. 1(F).

PARTIE I

Définitions et application

Définitions

Définitions

2 (1) Les définitions qui suivent s’appliquent à la présente loi.

action rachetable Action que la société émettrice, selon le cas:

a) peut acheter ou racheter unilatéralement;

b) est tenue, par ses statuts, d’acheter ou de racheter à une date déterminée ou à la demande d’un actionnaire. (redeemable share)

administrateur Indépendamment de son titre, le titulaire de ce poste; conseil d’administration s’entend notamment de l’administrateur unique. (director, directors and board of directors)

affaires internes Les relations, autres que d’entreprise, entre la société, les personnes morales appartenant au même groupe et leurs actionnaires, administrateurs et dirigeants. (affairs)

assemblée Assemblée d’actionnaires. (French version only)

 

 

Current to February 11, 2020

  1   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Interpretation

 

Définitions

Section 2

 

Article 2

has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities,

(b) a partner of that person acting on behalf of the partnership of which they are partners,

(c) a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,

(d) a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year,

(e) a child of that person or of the spouse or individual referred to in paragraph (d), and

(f) a relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person; (liens)

auditor includes a partnership of auditors or an auditor that is incorporated; (vérificateur)

beneficial interest means an interest arising out of the beneficial ownership of securities; (véritable propriétaire et propriété effective)

beneficial ownership includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary; (véritable propriétaire et propriété effective)

body corporate includes a company or other body corporate wherever or however incorporated; (personne morale)

call means an option transferable by delivery to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the corporation that granted the option or right to acquire; (option d’achat)

corporation means a body corporate incorporated or continued under this Act and not discontinued under this Act; (société par actions ou société)

court means

(a) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province,

convention unanime des actionnaires Convention visée au paragraphe 146(1) ou déclaration d’un actionnaire visée au paragraphe 146(2). (unanimous shareholder agreement)

Cour d’appel La cour compétente pour juger les appels interjetés contre les décisions des tribunaux. (court of appeal)

directeur Personne nommée à ce titre en vertu de l’article 260. (Director)

dirigeant Particulier qui occupe le poste de président du conseil d’administration, président, vice-président, secrétaire, trésorier, contrôleur, chef du contentieux, directeur général ou administrateur délégué d’une société ou qui exerce pour celle-ci des fonctions semblables à celles qu’exerce habituellement un particulier occupant un tel poste ainsi que tout autre particulier nommé à titre de dirigeant en application de l’article 121. (officer)

entité S’entend d’une personne morale, d’une société de personnes, d’une fiducie, d’une coentreprise ou d’une organisation ou association non dotée de la personnalité morale. (entity)

envoyer A également le sens de remettre. (send)

fondateur Tout signataire des statuts constitutifs d’une société. (incorporator)

groupe L’ensemble des personnes morales visées au paragraphe (2). (affiliate)

incapable S’entend du particulier qui, sous le régime des lois d’une province, est reconnu comme étant incapable — sauf en raison de sa minorité — d’administrer ses biens ou qui fait l’objet d’une déclaration par un tribunal étranger d’une telle incapacité. (incapable)

législation antérieure S’entend des diverses lois fédérales qui étaient en vigueur avant l’entrée en vigueur de la présente loi et qui s’appliquaient à la constitution de personnes morales de régime fédéral en vertu de ces lois, à l’exception de toute institution financière au sens de l’article 2 de la Loi sur les banques. (prior legislation)

liens Relations entre une personne et:

a) la personne morale dont elle a, soit directement, soit indirectement, la propriété effective ou le contrôle d’un certain nombre d’actions ou de valeurs mobilières immédiatement convertibles en actions,

 

 

Current to February 11, 2020

  2   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Interpretation

 

Définitions

Section 2

 

Article 2

(a.1) in the Province of Ontario, the Superior Court of Justice,

(b) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province,

(c) in the Provinces of Manitoba, Saskatchewan, Al-berta and New Brunswick, the Court of Queen’s Bench for the Province,

(d) in the Province of Quebec, the Superior Court of the Province, and

(e) the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice; (tribunal)

court of appeal means the court to which an appeal lies from an order of a court; (Cour d’appel)

debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured; (titre de créance)

Director means the Director appointed under section 260; (directeur)

director means a person occupying the position of director by whatever name called and directors and board of directors includes a single director; (administrateur et conseil d’administration)

distributing corporation means, subject to subsections (6) and (7), a distributing corporation as defined in the regulations; (société ayant fait appel au public)

entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; (entité)

going-private transaction means a going-private transaction as defined in the regulations; (opération de fermeture)

incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; (incapable)

incorporator means a person who signs articles of incorporation; (fondateur)

individual means a natural person; (particulier)

conférant plus de dix pour cent des droits de vote en tout état de cause ou en raison soit de la réalisation continue d’une condition, soit d’une option ou d’un droit d’achat immédiat portant sur lesdites actions ou valeurs mobilières convertibles;

b) son associé dans une société de personnes, agissant pour le compte de celle-ci;

c) la fiducie ou la succession sur lesquelles elle a un droit découlant des droits du véritable propriétaire ou à l’égard desquelles elle remplit les fonctions de fiduciaire, d’exécuteur testamentaire, de liquidateur de la succession ou des fonctions analogues;

d) son époux ou la personne qui vit avec elle dans une relation conjugale depuis au moins un an;

e) ses enfants ou ceux des personnes visées à l’alinéa d);

f) ses autres parents — ou ceux des personnes visées à l’alinéa d) — qui partagent sa résidence. (associate)

mandataire Au Québec, s’entend notamment de l’ayant cause. (mandatary)

ministre Le membre du Conseil privé de la Reine pour le Canada chargé par le gouverneur en conseil de l’application de la présente loi. (Minister)

opération d’éviction Opération exécutée par une société — qui n’est pas une société ayant fait appel au public — et exigeant une modification de ses statuts qui a, directement ou indirectement, pour résultat la suppression de l’intérêt d’un détenteur d’actions d’une catégorie, sans le consentement de celui-ci et sans substitution d’un intérêt de valeur équivalente dans des actions émises par la société conférant des droits et privilèges égaux ou supérieurs à ceux attachés aux actions de cette catégorie. (squeeze-out transaction)

opération de fermeture S’entend au sens des règlements. (going-private transaction)

option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis de valeurs mobilières à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des valeurs mobilières de la société qui l’a accordé. (call)

option de vente Option négociable par livraison qui permet de livrer un nombre précis de valeurs mobilières à un prix et dans un délai déterminés. (put)

particulier A le sens de personne physique. (individual)

 

 

Current to February 11, 2020

  3   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Interpretation

 

Définitions

Section 2

 

Article 2

liability includes a debt of a corporation arising under section 40, subsection 190(25) and paragraphs 241(3)(f) and (g); (passif)

mandatary, in Quebec, includes a successor; (mandataire)

Minister means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; (ministre)

officer means an individual appointed as an officer under section 121, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices; (dirigeant)

ordinary resolution means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; (résolution ordinaire)

person means an individual, partnership, association, body corporate, or personal representative; (personne)

personal representative means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney; (représentant personnel)

prescribed means prescribed by the regulations; (prescrit ou réglementaire)

prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act; (législation antérieure)

put means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time; (option de vente)

redeemable share means a share issued by a corporation

(a) that the corporation may purchase or redeem on the demand of the corporation, or

 

passif Sont assimilées au passif les dettes résultant de l’application de l’article 40, du paragraphe 190(25) ou des alinéas 241(3)f) et g). (liability)

personne Particulier, société de personnes, association, personne morale ou représentant personnel. (person)

personne morale Toute personne morale, y compris une compagnie, indépendamment de son lieu ou mode de constitution. (body corporate)

prescrit ou réglementaire Prescrit ou prévu par règlement. (prescribed)

représentant personnel Personne agissant en lieu et place d’une autre, notamment le fiduciaire, l’exécuteur testamentaire, l’administrateur successoral, le liquidateur de succession, l’administrateur du bien d’autrui, le tuteur, le curateur, le séquestre, le mandataire et le fondé de pouvoir. (personal representative)

résident canadien Selon le cas:

a) le citoyen canadien résidant habituellement au Canada;

b) le citoyen canadien qui ne réside pas habituellement au Canada, mais fait partie d’une catégorie prescrite de personnes;

c) le résident permanent au sens du paragraphe 2(1) de la Loi sur l’immigration et la protection des réfugiés qui réside habituellement au Canada, à l’exclusion de celui qui y a résidé de façon habituelle pendant plus d’un an après avoir acquis pour la première fois le droit de demander la citoyenneté canadienne. (resident Canadian)

résolution ordinaire Résolution adoptée à la majorité des voix exprimées. (ordinary resolution)

résolution spéciale Résolution adoptée aux deux tiers au moins des voix exprimées ou signée de tous les actionnaires habiles à voter en l’occurrence. (special resolution)

réunion Réunion du conseil d’administration ou de l’un de ses comités. (French version only)

série Subdivision d’une catégorie d’actions. (series)

société ayant fait appel au public Sous réserve des paragraphes (6) et (7), s’entend au sens des règlements. (distributing corporation)

 

 

Current to February 11, 2020

  4   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Interpretation

 

Définitions

Section 2

 

Article 2

(b) that the corporation is required by its articles to purchase or redeem at a specified time or on the demand of a shareholder; (action rachetable)

resident Canadian means an individual who is

(a) a Canadian citizen ordinarily resident in Canada,

(b) a Canadian citizen not ordinarily resident in Cana-da who is a member of a prescribed class of persons, or

(c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; (résident canadien)

security means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate evidencing such a share or debt obligation; (valeur mobilière)

security interest means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; (sûreté)

send includes deliver; (envoyer)

series, in relation to shares, means a division of a class of shares; (série)

special resolution means a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (résolution spéciale)

squeeze-out transaction means a transaction by a corporation that is not a distributing corporation that would require an amendment to its articles and would, directly or indirectly, result in the interest of a holder of shares of a class of the corporation being terminated without the consent of the holder, and without substituting an interest of equivalent value in shares issued by the corporation, which shares have equal or greater rights and privileges than the shares of the affected class; (opération d’éviction)

unanimous shareholder agreement means an agreement described in subsection 146(1) or a declaration of a shareholder described in subsection 146(2). (convention unanime des actionnaires)

société de personnes [Abrogée, 1994, ch. 24, art. 2]

société par actions ou société Personne morale constituée ou prorogée sous le régime de la présente loi. (corporation)

statuts Les clauses, initiales ou mises à jour, réglementant la constitution ainsi que toute modification, fusion, prorogation, réorganisation, dissolution, reconstitution ou tout arrangement de la société. (articles)

sûreté Droit, intérêt ou charge grevant les biens d’une société pour garantir le paiement de ses dettes ou l’exécution de ses obligations. (security interest)

titre de créance Toute preuve d’une créance sur la société ou d’une garantie donnée par elle, avec ou sans sûreté, et notamment une obligation, une débenture ou un billet. (debt obligation)

tribunal

a) La Section de première instance de la Cour suprême de Terre-Neuve-et-Labrador;

a.1) la Cour supérieure de justice de l’Ontario;

b) la Cour suprême de la Nouvelle-Écosse, de la Colombie-Britannique et de l’Île-du-Prince-Édouard;

c) la Cour du Banc de la Reine du Manitoba, de la Saskatchewan, de l’Alberta ou du Nouveau-Brunswick;

d) la Cour supérieure du Québec;

e) la Cour suprême du Yukon, la Cour suprême des Territoires du Nord-Ouest ou la Cour de justice du Nunavut. (court)

valeur mobilière Action de toute catégorie ou série ou titre de créance sur une société, y compris le certificat en attestant l’existence. (security)

vérificateur S’entend notamment des vérificateurs constitués en société de personnes ou en personne morale. (auditor)

véritable propriétaire S’entend notamment du propriétaire de valeurs mobilières inscrites au nom d’un intermédiaire, notamment d’un fiduciaire ou d’un mandataire; et propriété effective s’entend du droit du véritable propriétaire. (beneficial ownershipbeneficial interest)

 

 

Current to February 11, 2020

  5   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Interpretation

 

Définitions

Section 2

 

Article 2

Affiliated bodies corporate

(2) For the purposes of this Act,

(a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and

(b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.

Control

(3) For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

(a) securities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; and

(b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.

Holding body corporate

(4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

Subsidiary body corporate

(5) A body corporate is a subsidiary of another body corporate if

(a) it is controlled by

(i) that other body corporate,

(ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or

(iii) two or more bodies corporate each of which is controlled by that other body corporate; or

(b) it is a subsidiary of a body corporate that is a subsidiary of that other body corporate.

Exemptions — on application by corporation

(6) On the application of a corporation, the Director may determine that the corporation is not or was not a distributing corporation if the Director is satisfied that the determination would not be prejudicial to the public interest.

 

Groupements

(2) Pour l’application de la présente loi:

a) appartiennent au même groupe deux personnes morales dont l’une est filiale de l’autre ou qui sont sous le contrôle de la même personne;

b) sont réputées appartenir au même groupe deux personnes morales dont chacune appartient au groupe d’une même personne morale.

Contrôle

(3) Pour l’application de la présente loi, ont le contrôle d’une personne morale la personne ou les personnes morales :

a) qui détiennent — ou en sont bénéficiaires —, autrement qu’à titre de garantie seulement, des valeurs mobilières conférant plus de cinquante pour cent du maximum possible des voix à l’élection des administrateurs de la personne morale;

b) dont lesdites valeurs mobilières confèrent un droit de vote dont l’exercice permet d’élire la majorité des administrateurs de la personne morale.

Personne morale mère

(4) Est la personne morale mère d’une personne morale celle qui la contrôle.

Filiales

(5) Une personne morale est la filiale d’une autre personne morale dans chacun des cas suivants:

a) elle est contrôlée:

(i) soit par l’autre personne morale,

(ii) soit par l’autre personne morale et une ou plusieurs personnes morales elles-mêmes contrôlées par cette autre personne morale,

(iii) soit par des personnes morales elles-mêmes contrôlées par l’autre personne morale;

b) elle est la filiale d’une filiale de l’autre personne morale.

Exemption : décision individuelle

(6) Le directeur peut, à la demande de la société, décider que celle-ci n’est ou n’était pas une société ayant fait appel au public, s’il est convaincu que cette décision ne porte pas atteinte à l’intérêt public.

 

 

Current to February 11, 2020

  6   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Interpretation

 

Définitions

Sections 2-2.1

 

Articles 2-2.1

 

Exemptions — classes of corporations

(7) The Director may determine that a class of corporations are not or were not distributing corporations if the Director is satisfied that the determination would not be prejudicial to the public interest.

Infants

(8) For the purposes of this Act, the word infant has the same meaning as in the applicable provincial law and, in the absence of any such law, has the same meaning as the word child in the United Nations Convention on the Rights of the Child, adopted in the United Nations General Assembly on November 20, 1989.

R.S., 1985, c. C-44, s. 2; R.S., 1985, c. 27 (2nd Supp.), s. 10; 1990, c. 17, s. 6; 1992, c. 51, s. 30; 1994, c. 24, s. 2; 1998, c. 30, ss. 13(F), 15(E); 1999, c. 3, s. 16; 2000, c. 12, s. 27; 2001, c. 14, ss. 1, 135(E), c. 27, s. 209; 2002, c. 7, s. 88(E); 2011, c. 21, s. 13; 2015, c. 3, s. 12; 2018, c. 8, s. 1.

Individual with significant control

2.1 (1) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation:

(a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation:

(i) the individual is the registered holder of them,

(ii) the individual is the beneficial owner of them, or

(iii) the individual has direct or indirect control or direction over them;

(b) an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; or

(c) an individual to whom prescribed circumstances apply.

Joint ownership or control

(2) Two or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation,

(a) an interest or right, or a combination of interests or rights, referred to in paragraph (1)(a) is held jointly by those individuals; or

(b) a right, or combination of rights, referred to in paragraph (1)(a) is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals.

 

Exemption par catégorie

(7) Le directeur peut déterminer les catégories de sociétés qui ne sont ou n’étaient pas des sociétés ayant fait appel au public, s’il est convaincu que cette décision ne porte pas atteinte à l’intérêt public.

Minorité

(8) Pour l’application de la présente loi, mineur s’entend au sens des règles du droit provincial applicables. En l’absence de telles règles, ce terme s’entend au sens donné au mot enfant dans la Convention internationale des droits de l’enfant, adoptée par l’Assemblée générale des Nations Unies le 20 novembre 1989.

L.R. (1985), ch. C-44, art. 2; L.R. (1985), ch. 27 (2e suppl.), art. 10; 1990, ch. 17, art. 6; 1992, ch. 51, art. 30; 1994, ch. 24, art. 2; 1998, ch. 30, art. 13(F) et 15(A); 1999, ch. 3, art. 16; 2000, ch. 12, art. 27; 2001, ch. 14, art. 1 et 135(A), ch. 27, art. 209; 2002, ch. 7, art. 88(A); 2011, ch. 21, art. 13; 2015, ch. 3, art. 12; 2018, ch. 8, art. 1.

Particulier ayant un contrôle important

2.1 (1) Pour l’application de la présente loi, est un particulier ayant un contrôle important d’une société le particulier, selon le cas :

a) qui a l’un ou l’autre des droits ou intérêts ci-après, ou toute combinaison de ceux-ci, relativement à un nombre important d’actions :

(i) il en est le détenteur inscrit,

(ii) il en a la propriété effective,

(iii) le cas échéant, il exerce un contrôle direct ou indirect ou a la haute main sur celui-ci;

b) qui exerce, le cas échéant, une influence directe ou indirecte ayant pour résultat le contrôle de fait de la société;

c) à qui les circonstances réglementaires s’appliquent.

Codétenteurs

(2) Si, relativement à un nombre important d’actions, un droit ou un intérêt mentionné à l’alinéa (1)a), ou toute combinaison de ceux-ci, est détenu conjointement par des particuliers ou que l’un de ces droits, ou toute combinaison de ceux-ci, fait l’objet d’un accord ou d’une entente prévoyant qu’il sera exercé conjointement ou de concert par plusieurs particuliers, chacun de ces particuliers est considéré être un particulier ayant un contrôle important.

 

 

Current to February 11, 2020

  7   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Interpretation

 

Définitions

Sections 2.1-3

 

Articles 2.1-3

 

Significant number of shares

(3) For the purposes of this section, a significant number of shares of a corporation is

(a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or

(b) any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value.

2018, c. 27, s. 182.

Application

Application of Act

3 (1) This Act applies to every corporation incorporated and every body corporate continued as a corporation under this Act that has not been discontinued under this Act.

(2) [Repealed, 1991, c. 45, s. 551]

Certain Acts do not apply

(3) The following do not apply to a corporation:

(a) [Repealed, 2009, c. 23, s. 344]

(a.1) the Canada Not-for-profit Corporations Act;

(b) the Winding-up and Restructuring Act; and

(c) the provisions of a Special Act, as defined in section 87 of the Canada Transportation Act, that are inconsistent with this Act.

Limitations on business that may be carried on

(4) No corporation shall carry on the business of

(a) a bank;

(a.1) an association to which the Cooperative Credit Associations Act applies;

(b) a company or society to which the Insurance Companies Act applies; or

(c) a company to which the Trust and Loan Companies Act applies.

Limitations on business that may be carried on

(5) No corporation shall carry on business as a degree-granting educational institution unless expressly

Nombre important d’actions

(3) Pour l’application du présent article, est un nombre important d’actions :

a) tout nombre d’actions conférant vingt-cinq pour cent ou plus des droits de vote attachés à l’ensemble des actions avec droit de vote en circulation de la société;

b) tout nombre d’actions équivalant à vingt-cinq pour cent ou plus de la juste valeur marchande de l’ensemble des actions en circulation de la société.

2018, ch. 27, art. 182.

Champ d’application

Application de la loi

3 (1) La présente loi s’applique à toute société constituée sous son régime et à toute personne morale prorogée en société sous son régime et qui n’est pas passée sous le régime d’une autre autorité législative.

(2) [Abrogé, 1991, ch. 45, art. 551]

Non-application de certaines lois

(3) Les lois suivantes ne s’appliquent pas à une société :

a) [Abrogé, 2009, ch. 23, art. 344]

a.1) la Loi canadienne sur les organisations à but non lucratif;

b) la Loi sur les liquidations et les restructurations;

c) les dispositions de toute loi spéciale au sens de l’article 87 de la Loi sur les transports au Canada qui sont incompatibles avec la présente loi.

Restrictions aux activités commerciales

(4) Les sociétés ne peuvent se livrer :

a) à l’activité des banques;

a.1) aux activités d’une association régie par la Loi sur les associations coopératives de crédit;

b) aux activités d’une société ou d’une société de secours régie par la Loi sur les sociétés d’assurances;

c) aux activités d’une société régie par la Loi sur les sociétés de fiducie et de prêt.

Activité : établissement d’enseignement

(5) La société ne peut exercer l’activité d’un établissement d’enseignement ayant le pouvoir de

 

 

Current to February 11, 2020

  8   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART I Interpretation and Application

 

PARTIE I Définitions et application

Application

 

Champ d’application

Sections 3-6

 

Articles 3-6

 

authorized to do so by a federal or provincial agent that by law has the power to confer degree-granting authority on an educational institution.

R.S., 1985, c. C-44, s. 3; 1991, c. 45, s. 551, c. 46, s. 595, c. 47, s. 719; 1992, c. 1, s. 142; 1994, c. 24, s. 3; 1996, c. 6, s. 167, c. 10, s. 212; 1999, c. 31, s. 63; 2001, c. 14, s. 2(F); 2007, c. 6, s. 399; 2009, c. 23, ss. 309, 344.

Purposes of Act

Purposes

4 The purposes of this Act are to revise and reform the law applicable to business corporations incorporated to carry on business throughout Canada, to advance the cause of uniformity of business corporation law in Cana-da and to provide a means of allowing an orderly transferance of certain federal companies incorporated under various Acts of Parliament to this Act.

1974-75-76, c. 33, s. 4; 1978-79, c. 9, s. 1(F).

PART II

Incorporation

Incorporators

5 (1) One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7.

Individuals

(2) An individual may incorporate a corporation only if that individual

(a) is not less than 18 years of age;

(b) is not incapable; or

(c) does not have the status of bankrupt.

R.S., 1985, c. C-44, s. 5; 2018, c. 8, s. 2.

Articles of incorporation

6 (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,

(a) the name of the corporation;

(b) the province in Canada where the registered office is to be situated;

(c) the classes and any maximum number of shares that the corporation is authorized to issue, and

délivrer des diplômes universitaires que si elle est expressément autorisée par un agent fédéral ou provincial habilité par la loi à conférer ce pouvoir à de tels établissements.

L.R. (1985), ch. C-44, art. 3; 1991, ch. 45, art. 551, ch. 46, art. 595, ch. 47, art. 719; 1992, ch. 1, art. 142; 1994, ch. 24, art. 3; 1996, ch. 6, art. 167, ch. 10, art. 212; 1999, ch. 31, art. 63; 2001, ch. 14, art. 2(F); 2007, ch. 6, art. 399; 2009, ch. 23, art. 309 et 344.

Objet

Objet

4 La présente loi a pour objet de refondre et de réformer le droit applicable aux sociétés par actions constituées en vue d’exercer leur activité dans tout le Canada, de promouvoir l’uniformisation du droit des sociétés par actions au Canada et de faciliter le passage sous son autorité de certaines personnes morales de régime fédéral constituées en vertu de diverses lois fédérales.

1974-75-76, ch. 33, art. 4; 1978-79, ch. 9, art. 1(F).

PARTIE II

Constitution

Fondateurs

5 (1) La constitution d’une société est subordonnée à la signature de statuts constitutifs et à l’observation de l’article 7 par un ou plusieurs particuliers ou personnes morales.

Particuliers

(2) S’agissant de particuliers:

a) ils ont au moins dix-huit ans;

b) ils ne sont pas incapables;

c) ils n’ont pas le statut de failli.

L.R. (1985), ch. C-44, art. 5; 2018, ch. 8, art. 2.

Statuts constitutifs

6 (1) Les statuts constitutifs de la société projetée sont dressés en la forme établie par le directeur et indiquent:

a) sa dénomination sociale;

b) la province où se trouve son siège social;

c) les catégories et, éventuellement, le nombre maximal d’actions qu’elle est autorisée à émettre et:

 

 

Current to February 11, 2020

  9   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART II Incorporation

 

PARTIE II Constitution

Sections 6-8

 

Articles 6-8

 

(i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and

(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;

(d) if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of such restrictions;

(e) the number of directors or, subject to paragraph 107(a), the minimum and maximum number of directors of the corporation; and

(f) any restrictions on the businesses that the corporation may carry on.

Additional provisions in articles

(2) The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation.

Special majorities

(3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

Idem

(4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by section 109.

R.S., 1985, c. C-44, s. 6; 1994, c. 24, s. 4(F); 2001, c. 14, ss. 3, 134(F).

Delivery of articles of incorporation

7 An incorporator shall send to the Director articles of incorporation and the documents required by sections 19 and 106.

1974-75-76, c. 33, s. 7; 1978-79, c. 9, s. 1(F).

Certificate of incorporation

8 (1) Subject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 262.

 

(i) en cas de pluralité des catégories, les droits, privilèges, conditions et restrictions dont est assortie chacune d’elles,

(ii) en cas d’émission d’une catégorie d’actions par séries, l’autorisation accordée aux administrateurs tant de fixer le nombre et la désignation des actions de chaque série que de déterminer les droits, privilèges, conditions et restrictions dont les actions sont assorties;

d) éventuellement les restrictions imposées à l’émission, au transfert ou au droit de propriété de ses actions;

e) le nombre précis ou, sous réserve de l’alinéa 107a), les nombres minimal et maximal de ses administrateurs;

f) les limites imposées à son activité commerciale.

Dispositions supplémentaires spéciales

(2) Les statuts peuvent contenir toute disposition que la présente loi ou toute autre règle de droit autorise à insérer dans les règlements administratifs de la société.

Majorités spéciales

(3) Par dérogation à la présente loi et sous réserve du paragraphe (4), les statuts ou les conventions unanimes des actionnaires peuvent augmenter le nombre de voix nécessaires à l’adoption de certaines mesures par les administrateurs ou par les actionnaires.

Idem

(4) Les statuts ne peuvent, pour la révocation d’un administrateur, exiger un nombre de voix plus élevé que celui prévu à l’article 109.

L.R. (1985), ch. C-44, art. 6; 1994, ch. 24, art. 4(F); 2001, ch. 14, art. 3 et 134(F).

Envoi des statuts constitutifs

7 Les statuts constitutifs et les documents exigés aux articles 19 et 106 sont envoyés au directeur par l’un des fondateurs.

1974-75-76, ch. 33, art. 7; 1978-79, ch. 9, art. 1(F).

Certificat

8 (1) Sous réserve du paragraphe (2), dès réception des statuts constitutifs, le directeur délivre un certificat de constitution conformément à l’article 262.

 

 

Current to February 11, 2020

  10   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART II Incorporation

 

PARTIE II Constitution

Sections 8-10

 

Articles 8-10

 

Exception — failure to comply with Act

(2) The Director may refuse to issue the certificate if a notice that is required to be sent under subsection 19(2) or 106(1) indicates that the corporation, if it came into existence, would not be in compliance with this Act.

R.S., 1985, c. C-44, s. 8; 2001, c. 14, s. 4.

Effect of certificate

9 A corporation comes into existence on the date shown in the certificate of incorporation.

1974-75-76, c. 33, s. 9; 1978-79, c. 9, s. 1(F).

Name of corporation

10 (1) The word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.” or “S.A.R.F.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and be legally designated by either the full or the corresponding abbreviated form.

Saving for “S.C.C.”

(1.1) Subsection (1) does not apply to a corporation that has a corporate name that, immediately before the day on which this subsection comes into force, included, other than only in a figurative or descriptive sense, the expression “Société commerciale canadienne” or the abbreviation “S.C.C.”, and any such corporation may use and be legally designated by either that expression or that abbreviation.

Exemption

(2) The Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1).

Alternate name

(3) Subject to subsection 12(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The corporation may use and may be legally designated by any such form.

Alternative name outside Canada

(4) Subject to subsection 12(1), a corporation may, for use outside Canada, set out its name in its articles in any

Exception : manquement

(2) Le directeur peut refuser de délivrer le certificat si l’avis ou la liste exigés respectivement aux paragraphes 19(2) ou 106(1) indiquent que la société, une fois constituée, serait en contravention avec la présente loi.

L.R. (1985), ch. C-44, art. 8; 2001, ch. 14, art. 4.

Effet du certificat

9 La société existe à compter de la date figurant sur le certificat de constitution.

1974-75-76, ch. 33, art. 9; 1978-79, ch. 9, art. 1(F).

Dénomination sociale

10 (1) Les termes « Limitée », « Limited », « Incorporée », « Incorporated », « Société par actions de régime fédéral » ou « Corporation », ou les abréviations correspondantes « Ltée », « Ltd. », « Inc. », « S.A.R.F. » ou « Corp. » doivent faire partie, autrement que dans un sens figuratif ou descriptif, de la dénomination sociale de toute société; la société peut aussi bien utiliser les termes que les abréviations correspondantes et être légalement désignée de cette façon.

Exception

(1.1) Le paragraphe (1) ne s’applique pas à la société dont la dénomination sociale comportait, avant la date d’entrée en vigueur du présent paragraphe, autrement que dans un sens figuratif ou descriptif, le terme « Société commerciale canadienne » ou l’abréviation « S.C.C. ». Cette société peut, même après cette date, aussi bien utiliser le terme que l’abréviation et être légalement désignée de cette façon.

Dispense

(2) Le directeur peut dispenser de l’application du paragraphe (1) toute personne morale prorogée sous forme de société régie par la présente loi.

Choix de la dénomination sociale

(3) Sous réserve du paragraphe 12(1), la société peut, dans ses statuts, adopter une dénomination sociale anglaise, française, dans ces deux langues ou dans une forme combinée de ces deux langues, pourvu que la forme combinée soit conforme aux critères réglementaires; elle peut utiliser l’une ou l’autre des dénominations adoptées et être légalement désignée sous l’une ou l’autre de celles-ci.

Dénomination sociale pour l’étranger

(4) Sous réserve du paragraphe 12(1), la société peut, dans ses statuts, adopter et utiliser en n’importe quelle

 

 

Current to February 11, 2020

  11   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART II Incorporation

 

PARTIE II Constitution

Sections 10-12

 

Articles 10-12

 

language form and it may use and may be legally designated by any such form outside Canada.

Publication of name

(5) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

Other name

(6) Subject to subsections (5) and 12(1), a corporation may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, other than in a figurative or descriptive sense, either the word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation.

R.S., 1985, c. C-44, s. 10; 1992, c. 1, s. 53; 1994, c. 24, s. 5; 2001, c. 14, s. 5.

Reserving name

11 (1) The Director may, on request, reserve for ninety days a name for an intended corporation or for a corporation about to change its name.

Designating number

(2) If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Cana-da” and a word or expression, or the corresponding abbreviation, referred to in subsection 10(1).

R.S., 1985, c. C-44, s. 11; 1994, c. 24, s. 6.

Prohibited names

12 (1) A corporation shall not be incorporated or continued as a corporation under this Act with, have, carry on business under or identify itself by a name

(a) that is, as prescribed, prohibited or deceptively misdescriptive; or

(b) that is reserved for another corporation or intended corporation under section 11.

Directing change of name

(2) If, through inadvertence or otherwise, a corporation

(a) comes into existence or is continued with a name, or

(b) on an application to change its name, is granted a name

 

langue, pour ses activités à l’étranger, un nom sous lequel elle peut y être légalement désignée.

Publicité de la dénomination sociale

(5) La dénomination sociale de la société doit être lisiblement indiquée sur tous ses effets de commerce, contrats, factures et commandes de marchandises ou de services.

Autre nom

(6) Sous réserve des paragraphes (5) et 12(1), la société peut exercer une activité commerciale ou s’identifier sous un nom autre que sa dénomination sociale si ce nom ne comprend pas, sauf dans un sens figuratif ou descriptif, les termes « Limitée », « Limited », « Incorporée », « Incorporated », « Société par actions de régime fédéral » ou « Corporation » ou l’abréviation correspondante.

L.R. (1985), ch. C-44, art. 10; 1992, ch. 1, art. 53; 1994, ch. 24, art. 5; 2001, ch. 14, art. 5.

Réservation

11 (1) Le directeur peut, sur demande, réserver pendant quatre-vingt-dix jours une dénomination sociale à la société dont la création est envisagée ou qui est sur le point de changer de dénomination sociale.

Numéro matricule

(2) Le directeur assigne à la société, à sa demande ou à celle des fondateurs, un numéro matricule en guise de dénomination sociale, suivi du mot « Canada » et d’un des termes ou abréviations correspondantes mentionnés au paragraphe 10(1).

L.R. (1985), ch. C-44, art. 11; 1994, ch. 24, art. 6.

Dénominations sociales prohibées

12 (1) La société ne peut être constituée, être prorogée, exercer une activité commerciale ni s’identifier sous une dénomination sociale :

a) soit prohibée ou trompeuse au sens des règlements;

b) soit réservée conformément à l’article 11.

Ordre de changement de dénomination sociale

(2) Le directeur peut ordonner à la société qui, notamment par inadvertance, reçoit :

a) soit lors de sa création ou de sa prorogation sous le régime de la présente loi;

b) soit sur demande en changement de dénomination sociale,

 

 

Current to February 11, 2020

  12   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART II Incorporation

 

PARTIE II Constitution

Sections 12-14

 

Articles 12-14

 

that contravenes this section, the Director may direct the corporation to change its name in accordance with section 173.

(3) [Repealed, 1994, c. 24, s. 7]

Idem

(4) If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 173.

Undertaking to change name

(4.1) Where a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 173, unless the undertaking is honoured within the period specified in subsection (5).

Revoking name

(5) Where a corporation has been directed under subsection (2), (4) or (4.1) to change its name and has not within sixty days after the service of the directive to that effect changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is thereafter the name so assigned.

R.S., 1985, c. C-44, s. 12; 1994, c. 24, s. 7.

Certificate of amendment

13 (1) When a corporation has had its name revoked and a name assigned to it under subsection 12(5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall give notice of the change of name as soon as practicable in a publication generally available to the public.

Effect of certificate

(2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

R.S., 1985, c. C-44, s. 13; 2001, c. 14, s. 6; 2018, c. 8, s. 5(F).

Personal liability

14 (1) Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.

une dénomination sociale non conforme aux dispositions du présent article de la changer conformément à l’article 173.

(3) [Abrogé, 1994, ch. 24, art. 7]

Idem

(4) Le directeur peut ordonner aux sociétés ayant un numéro matricule d’adopter, conformément à l’article 173, une autre dénomination sociale.

Engagement de changer de nom

(4.1) Dans le cas où une société reçoit une dénomination sociale en raison de l’engagement d’une personne de se dissoudre ou de changer de nom et qu’il n’est pas donné suite à l’engagement, le directeur peut ordonner à la société de changer sa dénomination sociale conformément à l’article 173, sauf s’il est donné suite à l’engagement dans le délai prévu au paragraphe (5).

Annulation de la dénomination sociale

(5) Le directeur peut annuler la dénomination sociale de la société qui n’a pas obtempéré aux directives données conformément aux paragraphes (2), (4) ou (4.1) dans les soixante jours suivant leur signification et lui en attribuer d’office une autre; celle-ci demeure la dénomination sociale de la société tant qu’elle n’a pas été changée conformément à l’article 173.

L.R. (1985), ch. C-44, art. 12; 1994, ch. 24, art. 7.

Certificat de modification

13 (1) En cas de changement de dénomination sociale au titre du paragraphe 12(5), le directeur délivre un certificat de modification indiquant la nouvelle dénomination sociale et publie, dans les meilleurs délais, un avis du changement dans une publication destinée au grand public.

Effet du certificat

(2) Les statuts de la société sont modifiés en conséquence à compter de la date précisée dans le certificat de modification.

L.R. (1985), ch. C-44, art. 13; 2001, ch. 14, art. 6; 2018, ch. 8, art. 5(F).

Obligation personnelle

14 (1) Sous réserve des autres dispositions du présent article, la personne qui conclut ou est censée conclure un contrat écrit au nom ou pour le compte d’une société avant sa constitution est liée personnellement par ce contrat et peut en tirer parti.

 

 

Current to February 11, 2020

  13   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART II Incorporation

 

PARTIE II Constitution

Sections 14-15

 

Articles 14-15

 

Pre-incorporation and pre-amalgamation contracts

(2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence in its name or on its behalf, and on such adoption

(a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and

(b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.

Application to court

(3) Subject to subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who entered into, or purported to enter into, the contract in the name of or on behalf of the corporation. On the application, the court may make any order it thinks fit.

Exemption from personal liability

(4) If expressly so provided in the written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof.

R.S., 1985, c. C-44, s. 14; 2001, c. 14, s. 7.

PART III

Capacity and Powers

Capacity of a corporation

15 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

Idem

(2) A corporation may carry on business throughout Canada.

Contrats antérieurs à la constitution

(2) Tout contrat conclu conformément au paragraphe (1) qui est ratifié, même tacitement, par la société dans un délai raisonnable après sa constitution:

a) lie la société à compter de sa date de conclusion et elle peut en tirer parti;

b) sous réserve des dispositions du paragraphe (3), libère la personne qui s’est engagée pour elle et l’empêche d’en tirer parti.

Requête au tribunal

(3) Sous réserve du paragraphe (4), le tribunal peut notamment, à la demande de toute partie à un contrat écrit conclu avant la constitution de la société, indépendamment de sa ratification ultérieure, rendre une ordonnance au sujet de la nature et de l’étendue des obligations et de la responsabilité découlant du contrat attribuable à la société et à la personne qui a conclu ou est censée avoir conclu le contrat pour elle.

Exemption de toute responsabilité personnelle

(4) La personne visée au paragraphe (1) n’est pas liée par un contrat écrit s’il contient une clause expresse à cet effet et ne peut en tirer parti.

L.R. (1985), ch. C-44, art. 14; 2001, ch. 14, art. 7.

PARTIE III

Capacité et pouvoirs

Capacité

15 (1) La société a, sous réserve des autres dispositions de la présente loi, la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci.

Idem

(2) La société peut exercer ses activités commerciales partout au Canada.

 

 

Current to February 11, 2020

  14   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART III Capacity and Powers

 

PARTIE III Capacité et pouvoirs

Sections 15-18

 

Articles 15-18

 

Extra-territorial capacity

(3) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit.

R.S., 1985, c. C-44, s. 15; 2011, c. 21, s. 14(F).

Powers of a corporation

16 (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.

Restricted business or powers

(2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.

Rights preserved

(3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

1974-75-76, c. 33, s. 16; 1978-79, c. 9, s. 1(F).

No constructive notice

17 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is available for inspection at an office of the corporation.

1974-75-76, c. 33, s. 17; 1978-79, c. 9, s. 1(F).

Authority of directors, officers and agents

18 (1) No corporation and no guarantor of an obligation of a corporation may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that

(a) the articles, by-laws and any unanimous shareholder agreement have not been complied with;

(b) the persons named in the most recent notice sent to the Director under section 106 or 113 are not the directors of the corporation;

(c) the place named in the most recent notice sent to the Director under section 19 is not the registered office of the corporation;

(d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary

Capacité extra-territoriale

(3) La société possède la capacité de conduire ses affaires internes et d’exercer son activité commerciale et ses pouvoirs à l’étranger, dans les limites des lois applicables en l’espèce.

L.R. (1985), ch. C-44, art. 15; 2011, ch. 21, art. 14(F).

Pouvoirs

16 (1) La prise d’un règlement administratif n’est pas nécessaire pour conférer un pouvoir particulier à la société ou à ses administrateurs.

Réserves

(2) La société ne peut exercer ni pouvoirs ni activités commerciales en violation de ses statuts.

Survie des droits

(3) Les actes de la société, y compris les transferts de biens, ne sont pas nuls du seul fait qu’ils sont contraires à ses statuts ou à la présente loi.

1974-75-76, ch. 33, art. 16; 1978-79, ch. 9, art. 1(F).

Absence de présomption de connaissance

17 Le seul fait de l’enregistrement par le directeur d’un document relatif à la société ou la possibilité de le consulter dans les locaux de celle-ci, ne peut causer de préjudice à quiconque; nul n’est censé avoir reçu avis ni avoir eu connaissance d’un tel document.

1974-75-76, ch. 33, art. 17; 1978-79, ch. 9, art. 1(F).

Prétentions interdites

18 (1) La société, ou ses cautions, ne peuvent opposer aux personnes qui ont traité avec elle ou à ses ayants droit ou ayants cause les prétentions suivantes:

a) les statuts, règlements administratifs et conventions unanimes des actionnaires n’ont pas été observés;

b) les personnes nommées dans la dernière liste ou le dernier avis envoyé au directeur respectivement aux termes des articles 106 ou 113 ne sont pas ses administrateurs;

c) son siège social ne se trouve pas au lieu indiqué dans le dernier avis envoyé au directeur conformément à l’article 19;

d) la personne qu’elle a présentée comme l’un de ses administrateurs, dirigeants ou mandataires n’a pas été régulièrement nommée ou n’a pas l’autorité nécessaire

 

 

Current to February 11, 2020

  15   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART III Capacity and Powers

 

PARTIE III Capacité et pouvoirs

Sections 18-20

 

Articles 18-20

 

in the business of the corporation or usual for a director, officer, agent or mandatary;

(e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or

(f) a sale, lease or exchange of property referred to in subsection 189(3) was not authorized.

Exception

(2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation.

R.S., 1985, c. C-44, s. 18; 2001, c. 14, s. 8; 2011, c. 21, s. 15(E).

PART IV

Registered Office and Records

Registered office

19 (1) A corporation shall at all times have a registered office in the province in Canada specified in its articles.

Notice of registered office

(2) A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is located.

Change of address

(3) The directors of a corporation may change the place and address of the registered office within the province specified in the articles.

Notice of change of address

(4) A corporation shall send to the Director, within fifteen days of any change of address of its registered office, a notice in the form that the Director fixes and the Director shall file it.

R.S., 1985, c. C-44, s. 19; 2001, c. 14, s. 9; 2018, c. 8, s. 6(F).

Corporate records

20 (1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing

(a) the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement;

 

pour exercer les attributions découlant normalement soit du poste, soit de l’activité commerciale de la société;

e) un document émanant régulièrement de l’un de ses administrateurs, dirigeants ou mandataires n’est ni valable ni authentique;

f) les opérations visées au paragraphe 189(3) n’ont pas été autorisées.

Exception

(2) Le paragraphe (1) ne s’applique pas aux personnes qui connaissent ou devraient connaître la situation réelle en raison de leur relation avec la société.

L.R. (1985), ch. C-44, art. 18; 2001, ch. 14, art. 8; 2011, ch. 21, art. 15(A).

PARTIE IV

Siège social et livres

Siège social et livres

19 (1) La société maintient en permanence un siège social au Canada, dans la province indiquée dans ses statuts.

Avis

(2) Avis du lieu où est maintenu le siège social est envoyé au directeur, en la forme établie par lui, avec les clauses pertinentes des statuts désignant ou modifiant la province où le siège social est situé.

Changement d’adresse

(3) Les administrateurs peuvent changer le lieu et l’adresse du siège social, dans les limites de la province indiquée dans les statuts.

Avis

(4) La société envoie au directeur, dans les quinze jours et en la forme établie par lui, avis de tout changement d’adresse du siège social pour enregistrement.

L.R. (1985), ch. C-44, art. 19; 2001, ch. 14, art. 9; 2018, ch. 8, art. 6(F).

Livres

20 (1) La société tient, à son siège social ou en tout autre lieu au Canada que désignent les administrateurs, des livres où figurent:

a) les statuts, les règlements administratifs, leurs modifications, ainsi qu’un exemplaire des conventions unanimes des actionnaires;

 

 

Current to February 11, 2020

  16   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Section 20

 

Article 20

 

(b) minutes of meetings and resolutions of shareholders;

(c) copies of all notices required by section 106 or 113; and

(d) a securities register that complies with section 50.

Directors records

(2) In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee thereof.

Retention of accounting records

(2.1) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (2) for a period of six years after the end of the financial year to which the records relate.

Records of continued corporations

(3) For the purposes of paragraph (1)(b) and subsection (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

Place of directors records

(4) The records described in subsection (2) shall be kept at the registered office of the corporation or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.

Records in Canada

(5) If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors.

When records or registers kept outside Canada

(5.1) Despite subsections (1) and (5), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (2) at a place outside Canada, if

b) les procès-verbaux des assemblées et les résolutions des actionnaires;

c) un exemplaire des listes et avis exigés à l’article 106 ou 113;

d) le registre des valeurs mobilières, conforme à l’article 50.

Procès-verbaux

(2) Outre les livres mentionnés au paragraphe (1), la société tient des livres comptables adéquats et des livres où figurent les procès-verbaux tant des réunions que des résolutions du conseil d’administration et de ses comités.

Conservation des livres comptables

(2.1) Sous réserve de toute autre loi fédérale, ou de toute loi provinciale, prévoyant une période de rétention plus longue, la société est tenue de conserver les livres comptables visés au paragraphe (2) pendant une période de six ans suivant la fin de l’exercice auquel ils se rapportent.

Livre des sociétés prorogées

(3) Pour l’application de l’alinéa (1)b) et du paragraphe (2), le terme « livre » désigne également les livres de même nature que les personnes morales prorogées sous le régime de la présente loi devaient tenir avant leur prorogation.

Lieu de conservation

(4) Les livres visés au paragraphe (2) sont conservés au siège social de la société ou en tout lieu convenant aux administrateurs qui peuvent les consulter à tout moment opportun.

Livres comptables

(5) Dans le cas où la comptabilité d’une société est tenue à l’étranger, il est conservé à son siège social ou dans tout autre lieu au Canada désigné par les administrateurs, des livres permettant à ceux-ci d’en vérifier la situation financière tous les trimestres, avec une précision suffisante.

Livres conservés à l’étranger

(5.1) Malgré les paragraphes (1) et (5), mais sous réserve de la Loi de l’impôt sur le revenu, de la Loi sur la taxe d’accise, de la Loi sur les douanes et de toute autre loi relevant du ministre du Revenu national, la société peut conserver à l’étranger la totalité ou une partie de ses livres dont la tenue est exigée par les paragraphes (1) ou (2) si les conditions suivantes sont réunies:

 

 

Current to February 11, 2020

  17   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 20-21

 

Articles 20-21

 

(a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or any other place in Canada designated by the directors; and

(b) the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).

Offence

(6) A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

R.S., 1985, c. C-44, s. 20; 1994, c. 24, s. 8; 2001, c. 14, s. 10.

Access to corporate records

21 (1) Subject to subsection (1.1), shareholders and creditors of a corporation, their personal representatives and the Director may examine the records described in subsection 20(1) during the usual business hours of the corporation, and may take extracts from the records, free of charge, and, if the corporation is a distributing corporation, any other person may do so on payment of a reasonable fee.

Requirement for affidavit — securities register

(1.1) Any person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent or mandatary, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent or mandatary shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.

Copies of corporate records

(2) A shareholder of a corporation is entitled on request and without charge to one copy of the articles and bylaws and of any unanimous shareholder agreement.

Shareholder lists

(3) Shareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent or mandatary the affidavit referred to in subsection (7), may on application require the corporation or its agent or mandatary to provide within 10 days after the receipt of the affidavit a list (in this section

a) les livres sont accessibles pour consultation, au moyen d’un terminal d’ordinateur ou d’un autre moyen technologique, durant les heures normales d’ouverture au siège social de la société ou en tout autre lieu au Canada désigné par les administrateurs;

b) la société fournit l’aide technique nécessaire à une telle consultation.

Infraction

(6) Toute société qui, sans motif raisonnable, contrevient au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars.

L.R. (1985), ch. C-44, art. 20; 1994, ch. 24, art. 8; 2001, ch. 14, art. 10.

Consultation

21 (1) Sous réserve du paragraphe (1.1), les actionnaires et les créanciers de la société, leurs représentants personnels, ainsi que le directeur, peuvent consulter les livres visés au paragraphe 20(1) pendant les heures normales d’ouverture des bureaux de la société et en faire gratuitement des extraits; cette faculté peut être accordée à toute autre personne, sur paiement d’un droit raisonnable, lorsqu’il s’agit d’une société ayant fait appel au public.

Affidavit

(1.1) Toute personne visée au paragraphe (1) qui désire consulter le registre des valeurs mobilières d’une société ayant fait appel au public est tenue d’en faire la demande à la société ou à son mandataire et de lui faire parvenir l’affidavit visé au paragraphe (7). Sur réception de l’affidavit, la société ou son mandataire permet la consultation du registre pendant les heures normales d’ouverture des bureaux de la société et, sur paiement d’un droit raisonnable, en permet l’obtention d’extraits.

Copies

(2) Les actionnaires peuvent, sur demande et sans frais, obtenir une copie des statuts, des règlements administratifs et des conventions unanimes des actionnaires.

Liste des actionnaires

(3) Les actionnaires et les créanciers de la société, leurs représentants personnels, le directeur et, lorsqu’il s’agit d’une société ayant fait appel au public, toute autre personne, sur paiement d’un droit raisonnable et sur envoi à la société ou à son mandataire de l’affidavit visé au paragraphe (7), peuvent demander à la société ou à son mandataire, la remise, dans les dix jours suivant la réception de l’affidavit, d’une liste, appelée au présent

 

 

Current to February 11, 2020

  18   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Section 21

 

Article 21

 

referred to as the “basic list”) made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.

Supplemental lists

(4) A person requiring a corporation to provide a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent or mandatary on payment of a reasonable fee to provide supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.

When supplemental lists to be provided

(5) The corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)

(a) on the date the basic list is furnished, where the information relates to changes that took place prior to that date; and

(b) on the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is furnished.

Holders of options

(6) A person requiring a corporation to furnish a basic list or a supplemental list may also require the corporation to include in that list the name and address of any known holder of an option or right to acquire shares of the corporation.

Contents of affidavit

(7) The affidavit required under subsection (1.1) or (3) shall state

(a) the name and address of the applicant;

(b) the name and address for service of the body corporate, if the applicant is a body corporate; and

(c) that the basic list and any supplemental lists obtained pursuant to subsection (4) or the information contained in the securities register obtained pursuant to subsection (1.1), as the case may be, will not be used except as permitted under subsection (9).

article la « liste principale », mise à jour au plus dix jours avant la date de réception, énonçant les nom, nombre d’actions et adresse de chaque actionnaire, tels qu’ils figurent sur les livres.

Listes supplétives

(4) La personne qui déclare, dans l’affidavit visé au paragraphe (3), avoir besoin, outre la liste principale, de listes supplétives quotidiennes énonçant les modifications apportées à la liste principale peut, sur paiement d’un droit raisonnable, en demander la remise à la société ou à ses mandataires.

Remise des listes supplétives

(5) La société ou son mandataire remet les listes supplétives visées au paragraphe (4) :

a) en même temps que la liste principale, si les modifications sont antérieures à la date de la remise;

b) sinon, le jour ouvrable suivant la date indiquée dans la dernière liste supplétive.

Détenteurs d’options

(6) Il est possible de demander à la société de faire figurer sur la liste principale ou supplétive les noms et adresses des détenteurs connus de l’option ou du droit d’acquérir des actions de cette société.

Teneur de l’affidavit

(7) L’affidavit exigé aux paragraphes (1.1) ou (3) énonce :

a) les nom et adresse du requérant;

b) les noms et adresse, à des fins de signification, de la personne morale éventuellement requérante;

c) l’engagement de n’utiliser que conformément au paragraphe (9) la liste principale et les listes obtenues en vertu du paragraphe (4), ou les renseignements contenus dans le registre des valeurs mobilières et obtenus en vertu du paragraphe (1.1), selon le cas.

 

 

Current to February 11, 2020

  19   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 21-21.1

 

Articles 21-21.1

 

Idem

(8) If the applicant is a body corporate, the affidavit shall be made by a director or officer of the body corporate.

Use of information or shareholder list

(9) A list of shareholders or information from a securities register obtained under this section shall not be used by any person except in connection with

(a) an effort to influence the voting of shareholders of the corporation;

(b) an offer to acquire securities of the corporation; or

(c) any other matter relating to the affairs of the corporation.

Offence

(10) A person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

R.S., 1985, c. C-44, s. 21; 2001, c. 14, ss. 11, 135(E); 2011, c. 21, s. 16(E).

Register

21.1 (1) The corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the corporation that contains

(a) the names, the dates of birth and the latest known address of each individual with significant control;

(b) the jurisdiction of residence for tax purposes of each individual with significant control;

(c) the day on which each individual became or ceased to be an individual with significant control, as the case may be;

(d) a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation;

(e) any other prescribed information; and

(f) a description of each step taken in accordance with subsection (2).

Cas où le requérant est une personne morale

(8) La personne morale requérante fait établir l’affidavit par un de ses administrateurs ou dirigeants.

Utilisation des renseignements ou des listes

(9) Les renseignements du registre des valeurs mobilières et les listes obtenus en vertu du présent article ne peuvent être utilisés que dans le cadre :

a) soit des tentatives en vue d’influencer le vote des actionnaires de la société;

b) soit de l’offre d’acquérir des valeurs mobilières de la société;

c) soit de toute autre question concernant les affaires internes de la société.

Infraction

(10) Toute personne qui, sans motif raisonnable, contrevient au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

L.R. (1985), ch. C-44, art. 21; 2001, ch. 14, art. 11 et 135(A); 2011, ch. 21, art. 16(A).

Registre

21.1 (1) La société tient à son siège social ou en tout autre lieu au Canada que désignent les administrateurs, un registre des particuliers ayant un contrôle important où figurent :

a) les nom, date de naissance et dernière adresse connue de chacun d’eux;

b) la juridiction de résidence, à des fins fiscales, de chacun d’eux;

c) la date à laquelle chacun d’eux est devenu un particulier ayant un contrôle important de la société et, le cas échéant, celle où il a cessé d’avoir cette qualité;

d) une description de la manière dont chacun d’eux est un particulier ayant un contrôle important de la société, notamment, s’il y a lieu, une description de leurs droits ou intérêts relativement aux actions de la société;

e) tout autre renseignement réglementaire;

f) une description de chaque mesure prise en application du paragraphe (2).

 

 

Current to February 11, 2020

  20   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Section 21.1

 

Article 21.1

 

Updating of information

(2) At least once during each financial year of the corporation, the corporation shall take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up-to-date.

Recording of information

(3) If the corporation becomes aware of any information referred to in paragraphs (1)(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation shall record that information in the register within 15 days of becoming aware of it.

Information from shareholders

(4) If the corporation requests information referred to in any of paragraphs (1)(a) to (e) from one of its shareholders, the shareholder shall, to the best of their knowledge, reply accurately and completely as soon as feasible.

Disposal of personal information

(5) Within one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation shall — subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period — dispose of any of that individual’s personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act, that is recorded in the register.

Offence

(6) A corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

Non-application

(7) This section does not apply to a corporation that

(a) is a reporting issuer or an émetteur assujetti under an Act of the legislature of a province relating to the regulation of securities;

(b) is listed on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act; or

(c) is a member of a prescribed class.

2018, c. 27, s. 183.

Mise à jour des renseignements

(2) Au moins une fois au cours de chaque exercice, la société prend des mesures raisonnables afin de s’assurer d’identifier tous les particuliers ayant un contrôle important de la société et s’assure que les renseignements inscrits au registre sont exacts, exhaustifs et à jour.

Inscription des renseignements

(3) La société inscrit au registre, dans les quinze jours après en avoir pris connaissance, les renseignements mentionnés aux alinéas (1)a) à e) dont elle a pris connaissance à la suite des mesures prises en application du paragraphe (2) ou autrement.

Renseignements communiqués par les actionnaires

(4) Sur demande de la société, les actionnaires lui communiquent, au meilleur de leur connaissance, dès que possible et de façon précise et complète, tout renseignement mentionné aux alinéas (1)a) à e).

Retrait des renseignements personnels

(5) Sous réserve de toute autre loi fédérale ou de toute loi provinciale prévoyant une période de rétention plus longue et au plus tard un an après le sixième anniversaire de la date où un particulier ayant un contrôle important a cessé d’avoir cette qualité, la société procède au retrait des renseignements personnels, au sens du paragraphe 2(1) de la Loi sur les renseignements personnels et les documents électroniques, de ce particulier inscrits au registre.

Infraction

(6) Toute société qui, sans motif raisonnable, contrevient au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars.

Limite

(7) Le présent article ne s’applique pas à la société qui, selon le cas:

a) est un émetteur assujetti ou un reporting issuer au titre d’une loi provinciale relative à la réglementation des valeurs mobilières;

b) est inscrite comme bourse de valeur désignée, au sens du paragraphe 248(1) de la Loi de l’impôt sur le revenu;

c) appartient à une catégorie réglementaire.

2018, ch. 27, art. 183.

 

 

Current to February 11, 2020

  21   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 21.2-21.3

 

Articles 21.2-21.3

 

Inability to identify individuals

21.2 A corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation.

2018, c. 27, s. 183.

Disclosure to Director

21.3 (1) A corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control.

Access — affidavit

(2) Shareholders and creditors of the corporation or their personal representatives, on sending to the corporation or its agent or mandatary the affidavit referred to in subsection (3), may on application require the corporation or its agent or mandatary to allow the applicant access to the register of the corporation referred to in subsection 21.1(1) during the usual business hours of the corporation and, on payment of a reasonable fee, provide the applicant with an extract from that register.

Affidavit

(3) The affidavit required under subsection (2) shall contain

(a) the name and address of the applicant;

(b) the name and address for service of the body corporate, if the applicant is a body corporate; and

(c) a statement that any information obtained under subsection (2) will not be used except as permitted under subsection (5).

Application by body corporate

(4) If the applicant is a body corporate, the affidavit shall be made by a director or officer of the body corporate.

Use of information

(5) Information obtained under subsection (2) shall not be used by any person except in connection with

(a) an effort to influence the voting of shareholders of the corporation;

(b) an offer to acquire securities of the corporation; or

(c) any other matter relating to the affairs of the corporation.

Incapacité d’identifier

21.2 La société assujettie à l’article 21.1 prend les mesures prescrites si elle est incapable d’identifier un particulier ayant un contrôle important.

2018, ch. 27, art. 183.

Communication au directeur

21.3 (1) La société assujettie à l’article 21.1 communique au directeur, à sa demande, tout renseignement figurant dans son registre des particuliers ayant un contrôle important.

Consultation : affidavit

(2) Les actionnaires et les créanciers de la société ainsi que leurs représentants personnels peuvent, sur demande, consulter le registre mentionné au paragraphe 21.1(1) en faisant parvenir l’affidavit visé au paragraphe (3) à la société ou à son mandataire. Sur réception de l’affidavit, la société ou son mandataire permet la consultation du registre pendant les heures normales d’ouverture des bureaux de la société et, sur paiement d’un droit raisonnable, en permet l’obtention d’extraits.

Teneur de l’affidavit

(3) L’affidavit contient ce qui suit:

a) les nom et adresse du requérant;

b) les noms et adresse, à des fins de signification, de la personne morale requérante, le cas échéant;

c) une déclaration selon laquelle les renseignements obtenus ne seront utilisés qu’aux fins prévues au paragraphe (5).

Requérant — personne morale

(4) La personne morale requérante fait établir l’affidavit par l’un de ses administrateurs ou dirigeants.

Utilisation des renseignements

(5) Les renseignements obtenus au titre du paragraphe (2) ne peuvent être utilisés que dans le cadre, le cas échéant:

a) des tentatives en vue d’influencer le vote des actionnaires de la société;

b) de l’offre d’acquérir des valeurs mobilières de la société;

c) de toute autre question concernant les affaires internes de la société.

 

 

Current to February 11, 2020

  22   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 21.3-21.31

 

Articles 21.3-21.31

 

Offence

(6) A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months, or to both.

2018, c. 27, s. 183; 2019, c. 29, s. 98(F).

Disclosure to investigative bodies

21.31 (1) On request by an investigative body referred to in subsection (2), a corporation to which section 21.1 applies shall, as soon as feasible after the request is served on the corporation or deemed to be received by it, and in the manner specified by the investigative body,

(a) provide the investigative body with a copy of the corporation’s register of individuals with significant control; or

(b) disclose to the investigative body any information specified by the investigative body that is in the corporation’s register of individuals with significant control.

Investigative bodies

(2) The investigative bodies for the purpose of this section are

(a) any police force;

(b) the Canada Revenue Agency and any provincial body that has responsibilities similar to those of the Canada Revenue Agency; and

(c) any prescribed body that has investigative powers in relation to offences referred to in the schedule.

Requirement

(3) An investigative body may make a request only if it has reasonable grounds to suspect that the copy of the register or the specified information would be relevant to investigating an offence referred to in the schedule and it also has reasonable grounds to suspect that

(a) the corporation that is the subject of the request committed the offence or was used to

(i) commit the offence,

(ii) facilitate the commission of the offence, or

Infraction

(6) Toute personne qui, sans motif raisonnable, contrevient au paragraphe (5) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

2018, ch. 27, art. 183; 2019, ch. 29, art. 98(F).

Communication aux organismes d’enquête

21.31 (1) À la demande d’un organisme d’enquête visé au paragraphe (2), une société assujettie à l’article 21.1 est tenue, selon les modalités précisées par l’organisme d’enquête et dès que possible suivant la date à laquelle elle a reçu signification de la demande ou est réputée l’avoir reçue:

a) soit de fournir à l’organisme d’enquête une copie de son registre des particuliers ayant un contrôle important;

b) soit de communiquer à l’organisme d’enquête tout renseignement précisé par cet organisme qui figure dans son registre des particuliers ayant un contrôle important.

Organismes d’enquête

(2) Pour l’application du présent article, sont des organismes d’enquête:

a) les forces policières;

b) l’Agence du revenu du Canada et tout organisme provincial ayant des responsabilités semblables à l’Agence;

c) les organismes réglementaires investis de pouvoirs d’enquête relativement aux infractions mentionnées à l’annexe.

Condition

(3) Un organisme d’enquête ne peut faire de demande que s’il a des motifs raisonnables de soupçonner, d’une part, que la copie du registre ou les renseignements précisés par l’organisme seraient utiles aux fins d’enquête d’une infraction mentionnée à l’annexe et, d’autre part:

a) soit que la société visée par la demande a perpétré l’infraction, ou a été utilisée afin:

(i) de perpétrer l’infraction,

(ii) de faciliter la perpétration de l’infraction,

 

 

Current to February 11, 2020

  23   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 21.31-21.32

 

Articles 21.31-21.32

 

(iii) protect from detection or punishment a person who has committed the offence;

(b) an individual with significant control over the corporation that is the subject of the request is also an individual with significant control over a corporation that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii); or

(c) an individual with significant control over the corporation that is the subject of the request is also an individual who, directly or indirectly, influences the affairs of an entity, other than a corporation, that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii).

Service or sending of request

(4) The request must be served on the corporation by leaving the request at the corporation’s registered office as shown in the last notice filed under section 19 or sent to the corporation by registered mail to that registered office and, if so sent, is deemed to be received at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the corporation did not receive the request at that time or at all.

Offence

(5) A corporation that, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine of not more than $5,000.

Amendment to schedule

(6) The Governor in Council may, by order, amend the schedule by adding or deleting a reference to an offence.

2019, c. 29, s. 99.

Record

21.32 (1) Every investigative body that makes a request under subsection 21.31(1) shall keep a record setting out the following:

(a) the name of the corporation that was the subject of the request;

(b) the reasonable grounds on which the request was based;

(c) information respecting what was requested;

(iii) d’empêcher la découverte d’une personne qui a perpétré l’infraction ou l’imposition d’une peine à cette personne;

b) soit qu’un particulier ayant un contrôle important sur la société visée par la demande est également un particulier ayant un contrôle important sur une société qui a perpétré l’infraction ou qui a été utilisée pour accomplir l’une ou l’autre des actions visées aux sous-alinéas a)(i) à (iii);

c) soit qu’un particulier ayant un contrôle important sur la société visée par la demande est également un particulier exerçant une influence directe ou indirecte sur les affaires d’une entité, autre qu’une société, qui a perpétré l’infraction ou qui a été utilisée pour accomplir l’une ou l’autre des actions visées aux sous-alinéas a)(i) à (iii).

Signification ou envoi de la demande

(4) La demande est signifiée à la société par remise de la demande au siège social indiqué dans le dernier avis déposé en vertu de l’article 19, ou est envoyée à la société par courrier recommandé à ce siège social; dans ce dernier cas, la société est réputée l’avoir reçue à la date normale de livraison par la poste, sauf s’il existe des motifs raisonnables à l’effet contraire.

Infraction

(5) Toute société qui, sans motif raisonnable, contrevient au paragraphe (1) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars.

Modification de l’annexe

(6) Le gouverneur en conseil peut, par décret, modifier l’annexe pour y ajouter ou en retrancher un renvoi à une infraction.

2019, ch. 29, art. 99.

Registre

21.32 (1) Tout organisme d’enquête qui fait une demande au titre du paragraphe 21.31(1) tient un registre où figurent:

a) le nom de la société visée par la demande;

b) les motifs raisonnables sur lesquels se fonde la demande;

c) tout renseignement concernant l’objet de la demande;

 

 

Current to February 11, 2020

  24   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 21.32-21.4

 

Articles 21.32-21.4

 

(d) the date the request was served or deemed to have been received;

(e) information respecting the service or the sending of the request;

(f) all information received from the corporation in response to the request; and

(g) any prescribed information.

Report

(2) Every investigative body that makes a request under subsection 21.31(1) shall, within 90 days after the end the calendar year in which the request was made, provide the Director with a report setting out the total number of requests made by it in that year and, in the case of the Royal Canadian Mounted Police and the Canada Revenue Agency, the number of requests made in each province.

Non-application

(3) Section 251 does not apply in respect of a contravention of subsection (1) or (2).

2019, c. 29, s. 99.

Offence — contravention of subsection 21.1(1) or 21.31(1)

21.4 (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1) or 21.31(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.

Offence — recording of false or misleading information

(2) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence.

Offence — provision of false or misleading information

(3) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence.

d) la date à laquelle la demande a été signifiée ou est réputée avoir été reçue;

e) tout renseignement concernant la signification ou l’envoi de la demande;

f) tout renseignement fourni par la société en réponse à la demande;

g) tout renseignement réglementaire.

Rapport

(2) Tout organisme d’enquête qui fait une demande au titre du paragraphe 21.31(1) fournit au directeur, dans les quatre-vingt-dix jours suivant la fin de l’année civile au cours de laquelle la demande a été faite, un rapport indiquant le nombre de demandes qu’il a faites au cours de cette année et, dans le cas de la Gendarmerie royale du Canada et de l’Agence du revenu du Canada, le nombre de demandes faites dans chaque province.

Non-application

(3) L’article 251 ne s’applique pas dans le cas d’une contravention aux paragraphes (1) ou (2).

2019, ch. 29, art. 99.

Infraction: contravention aux paragraphes 21.1(1) ou 21.31(1)

21.4 (1) Commet une infraction l’administrateur ou le dirigeant d’une société qui, sciemment, autorise ou permet que la société contrevienne aux paragraphes 21.1(1) ou 21.31(1) ou consent à ce qu’elle y contrevienne, que la société soit ou non poursuivie ou déclarée coupable.

Infraction: inscription de renseignements faux ou trompeurs

(2) Commet une infraction l’administrateur ou le dirigeant d’une société qui, sciemment, inscrit ou autorise ou permet que soient inscrits au registre de la société, mentionné au paragraphe 21.1(1), des renseignements faux ou trompeurs ou consent à ce que de tels renseignements soient inscrits au registre.

Infraction: fourniture de renseignements faux ou trompeurs

(3) Commet une infraction l’administrateur ou le dirigeant d’une société qui, sciemment, fournit ou autorise ou permet que soient fournis à toute personne ou entité, relativement au registre de la société, mentionné au paragraphe 21.1(1), des renseignements faux ou trompeurs ou consent à ce que de tels renseignements soient fournis.

 

 

Current to February 11, 2020

  25   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 21.4-23

 

Articles 21.4-23

 

Offence — subsection 21.1(4)

(4) Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence.

Penalty

(5) A person who commits an offence under any of subsections (1) to (4) is liable on summary conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding six months, or to both.

2018, c. 27, s. 183; 2019, c. 29, s. 100.

Form of records

22 (1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

Precautions

(2) A corporation or its agents or mandataries shall take reasonable precautions to

(a) prevent loss or destruction of,

(b) prevent falsification of entries in, and

(c) facilitate detection and correction of inaccuracies in the registers and other records required by this Act to be prepared and maintained.

Offence

(3) A person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

R.S., 1985, c. C-44, s. 22; 2011, c. 21, s. 17(E).

Corporate seal

23 (1) A corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted.

Infraction: paragraphe 21.1(4)

(4) Commet une infraction tout actionnaire qui contrevient sciemment au paragraphe 21.1(4).

Peine

(5) Toute personne qui commet l’une ou l’autre des infractions prévues aux paragraphes (1) à (4) encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de deux cent mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

2018, ch. 27, art. 183; 2019, ch. 29, art. 100.

Forme des registres

22 (1) Tous les livres, notamment les registres dont la présente loi requiert la tenue, peuvent être reliés ou conservés, soit sous forme de feuillets mobiles ou de films, soit à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements demandés sous une forme écrite compréhensible.

Précautions

(2) La société et ses mandataires prennent, à l’égard des registres et autres livres exigés par la présente loi, les mesures raisonnables pour:

a) en empêcher la perte ou la destruction;

b) empêcher la falsification des écritures;

c) faciliter la découverte et la rectification des erreurs.

Infraction

(3) Toute personne qui, sans motif raisonnable, contrevient au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

L.R. (1985), ch. C-44, art. 22; 2011, ch. 21, art. 17(A).

Sceau

23 (1) La société peut adopter un sceau, mais n’y est pas tenue, et elle peut le modifier par la suite.

 

 

Current to February 11, 2020

  26   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IV Registered Office and Records

 

PARTIE IV Siège social et livres

Sections 23-25

 

Articles 23-25

 

Validity of unsealed documents

(2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.

R.S., 1985, c. C-44, s. 23; 2001, c. 14, s. 12; 2011, c. 21, s. 18(E).

PART V

Corporate Finance

Shares

24 (1) Shares of a corporation shall be in registered form and shall be without nominal or par value.

Transitional

(2) When a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was so continued is, for the purpose of subsection (1), deemed to be a share without nominal or par value.

Rights attached to shares

(3) Where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights

(a) to vote at any meeting of shareholders of the corporation;

(b) to receive any dividend declared by the corporation; and

(c) to receive the remaining property of the corporation on dissolution.

Rights to classes of shares

(4) The articles may provide for more than one class of shares and, if they so provide,

(a) the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; and

(b) the rights set out in subsection (3) shall be attached to at least one class of shares but all such rights are not required to be attached to one class.

R.S., 1985, c. C-44, s. 24; R.S., 1985, c. 1 (4th Supp.), s. 45(F).

Issue of shares

25 (1) Subject to the articles, the by-laws and any unanimous shareholder agreement and to section 28, shares

Absence de sceau

(2) L’absence de sceau de la société sur tout document signé en son nom ne le rend pas nul.

L.R. (1985), ch. C-44, art. 23; 2001, ch. 14, art. 12; 2011, ch. 21, art. 18(A).

PARTIE V

Financement

Actions

24 (1) Les actions d’une société sont nominatives sans valeur au pair ni nominale.

Dispositions transitoires

(2) Les actions émises par les personnes morales avant leur prorogation sous le régime de la présente loi sont réputées, pour l’application du paragraphe (1), être sans valeur au pair ni nominale.

Actions et leurs droits

(3) Tous les détenteurs d’actions d’une société, dont le capital social est formé d’une seule catégorie d’actions, détiennent des droits égaux incluant ceux:

a) de voter à toute assemblée;

b) de recevoir tout dividende déclaré par la société;

c) de se partager le reliquat des biens lors de la dissolution de la société.

Catégories d’actions et leurs droits

(4) Les statuts peuvent prévoir plusieurs catégories d’actions, auquel cas:

a) les droits, privilèges, conditions et restrictions qui se rattachent aux actions de chaque catégorie doivent y être énoncés;

b) chacun des droits énoncés au paragraphe (3) doit se rattacher à au moins une catégorie d’actions, mais tous ces droits n’ont pas à être rattachés à une seule catégorie.

L.R. (1985), ch. C-44, art. 24; L.R. (1985), ch. 1 (4e suppl.), art. 45(F).

Émission d’actions

25 (1) Sous réserve des statuts, des règlements administratifs et de toute convention unanime des actionnaires et de l’article 28, les administrateurs

 

 

Current to February 11, 2020

  27   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 25-26

 

Articles 25-26

 

may be issued at such times and to such persons and for such consideration as the directors may determine.

Shares non-assessable

(2) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof.

Consideration

(3) A share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money.

Consideration other than money

(4) In determining whether property or past services are the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the corporation.

Definition of property

(5) For the purposes of this section, property does not include a promissory note, or a promise to pay, that is made by a person to whom a share is issued, or a person who does not deal at arm’s length, within the meaning of that expression in the Income Tax Act, with a person to whom a share is issued.

R.S., 1985, c. C-44, s. 25; 2001, c. 14, s. 13.

Stated capital account

26 (1) A corporation shall maintain a separate stated capital account for each class and series of shares it issues.

Entries in stated capital account

(2) A corporation shall add to the appropriate stated capital account the full amount of any consideration it receives for any shares it issues.

Exception for non-arm’s length transactions

(3) Despite subsection (2), a corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of classes or series the whole or any part of the amount of the consideration that it receives in an exchange if the corporation issues shares

(a) in exchange for

peuvent déterminer la date des émissions d’actions, les personnes qui peuvent souscrire et l’apport qu’elles doivent fournir.

Limite de responsabilité

(2) L’émission d’une action est libératoire quant à l’apport exigible de son détenteur.

Contrepartie

(3) Les actions ne peuvent être émises avant d’avoir été entièrement libérées soit en numéraire, soit en biens ou en services rendus dont la juste valeur ne peut être inférieure à la somme d’argent que la société recevrait si la libération devait se faire en numéraire.

Idem

(4) Pour établir la juste équivalence entre un apport en biens ou en services rendus et un apport en numéraire, les administrateurs peuvent tenir compte des frais normaux de constitution et de réorganisation, ainsi que des bénéfices qu’entend normalement en tirer la société.

Définition de biens

(5) Pour l’application du présent article, biens ne vise pas le billet à ordre ni la promesse de paiement d’une personne à qui des actions sont émises ou d’une personne qui a un lien de dépendance, au sens de la Loi de l’impôt sur le revenu, avec une telle personne.

L.R. (1985), ch. C-44, art. 25; 2001, ch. 14, art. 13.

Compte capital déclaré

26 (1) La société tient un compte capital déclaré distinct pour chaque catégorie et chaque série d’actions.

Versements au compte capital déclaré

(2) La société verse au compte capital déclaré pertinent le montant total de l’apport reçu en contrepartie des actions qu’elle émet.

Exception visant les opérations en cas d’existence d’un lien de dépendance

(3) Malgré le paragraphe (2), peut, sous réserve du paragraphe (4), verser aux comptes capital déclaré afférents à la catégorie ou à la série d’actions émises, tout ou partie de la contrepartie qu’elle a reçue dans l’échange, la société qui émet des actions:

a) soit en échange, selon le cas:

 

 

Current to February 11, 2020

  28   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Section 26

 

Article 26

 

(i) property of a person who immediately before the exchange did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act,

(ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or

(iii) property of a person who, immediately before the exchange, dealt with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, if the person, the corporation and all the holders of shares in the class or series of shares so issued consent to the exchange; or

(b) pursuant to an agreement referred to in subsection 182(1) or an arrangement referred to in paragraph 192(1)(b) or (c) or to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate.

Limit on addition to a stated capital account

(4) On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.

Constraint on addition to a stated capital account

(5) Where a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares, if

(a) the amount to be added was not received by the corporation as consideration for the issue of shares, and

(b) the corporation has issued any outstanding shares of more than one class or series,

the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 39(5).

Other additions to stated capital

(6) When a body corporate is continued under this Act, it may add to a stated capital account any consideration received by it for a share it issued and a corporation at any time may, subject to subsection (5), add to a stated capital account any amount it credited to a retained earnings or other surplus account.

(i) de biens d’une personne avec laquelle elle avait, au moment de l’échange, un lien de dépendance au sens de la Loi de l’impôt sur le revenu,

(ii) d’actions d’une personne morale ou de droits ou d’intérêts dans celle-ci, lorsque la société avait avec elle, soit au moment de l’échange, soit en raison de celui-ci, un tel lien,

(iii) de biens d’une personne avec laquelle elle n’avait pas, au moment de l’échange, un tel lien, si la personne, la société et tous les détenteurs des actions de la catégorie ou de la série d’actions ainsi émises consentent à l’échange;

b) soit en conformité avec une convention visée au paragraphe 182(1) ou avec un arrangement visé aux alinéas 192(1)b) ou c), ou à des actionnaires d’une personne morale fusionnante qui reçoivent ces actions en plus ou en remplacement de valeurs mobilières de la personne morale issue de la fusion.

Limite des versements à un compte capital déclaré

(4) À l’émission d’une action, la société ne peut verser à un compte capital déclaré un montant supérieur à la contrepartie reçue pour cette action.

Restrictions visant les versements à un compte capital déclaré

(5) Le montant que la société se propose de verser à un compte capital déclaré afférent à une catégorie ou à une série d’actions doit, sauf si la totalité des actions émises et en circulation appartient au plus à deux catégories d’actions convertibles visées au paragraphe 39(5), être approuvé par résolution spéciale lorsque les conditions suivantes sont réunies :

a) le montant ne représente pas la contrepartie d’une émission d’actions;

b) la société a plusieurs catégories ou séries d’actions en circulation.

Autres versements à un compte capital déclaré

(6) La personne morale prorogée en vertu de la présente loi peut verser à un compte capital déclaré toute contrepartie qu’elle reçoit pour les actions qu’elle a émises. Sous réserve du paragraphe (5), une société peut, à n’importe quel moment, virer à un compte capital déclaré les sommes qu’elle avait versées au crédit d’un

 

 

Current to February 11, 2020

  29   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 26-27

 

Articles 26-27

 

Transitional

(7) When a body corporate is continued under this Act, subsection (2) does not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.

Idem

(8) When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.

Transitional

(9) For the purposes of subsection 34(2), sections 38 and 42, and paragraph 185(2)(a), when a body corporate is continued under this Act its stated capital is deemed to include the amount that would have been included in stated capital if the body corporate had been incorporated under this Act.

Restriction

(10) A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.

Exception for an open-end mutual fund

(11) Subsections (1) to (10) and any other provisions of this Act relating to stated capital do not apply to an open-end mutual fund.

Definition of open-end mutual fund

(12) For the purposes of this section, open-end mutual fund means a distributing corporation that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable on the demand of a shareholder.

R.S., 1985, c. C-44, s. 26; 2001, c. 14, s. 14; 2011, c. 21, s. 19(E).

Shares in series

27 (1) The articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following:

compte de bénéfices non répartis ou d’un autre compte de surplus.

Disposition transitoire

(7) Le paragraphe (2) ne s’applique pas à la contrepartie reçue avant sa prorogation par la personne morale prorogée en vertu de la présente loi, sauf si l’émission de l’action pour laquelle la contrepartie est reçue intervient après la prorogation.

Idem

(8) Les sommes payées à une personne morale, après sa prorogation sous le régime de la présente loi, pour des actions qu’elle a émises avant sa prorogation sont portées au crédit du compte capital déclaré pertinent.

Disposition transitoire

(9) Pour l’application du paragraphe 34(2), des articles 38 et 42 et de l’alinéa 185(2)a), le capital déclaré de la personne morale prorogée sous le régime de la présente loi est réputé comprendre les sommes qui y auraient figuré si elle avait été constituée en vertu de celle-ci.

Condition

(10) Toute réduction par une société de son capital déclaré ou d’un compte de capital déclaré doit se faire de la manière prévue à la présente loi.

Exception pour sociétés d’investissement à capital variable

(11) Les paragraphes (1) à (10) ainsi que toute autre disposition de la présente loi relative au capital déclaré ne s’appliquent pas aux sociétés d’investissement à capital variable.

Définition de société d’investissement à capital variable

(12) Pour l’application du présent article, société d’investissement à capital variable s’entend d’une société ayant fait appel au public, qui a pour unique objet de placer les apports des actionnaires et qui, jusqu’à concurrence de la totalité ou de la quasi-totalité des actions émises, est tenue, sur demande d’un actionnaire, de racheter les actions que celui-ci détient.

L.R. (1985), ch. C-44, art. 26; 2001, ch. 14, art. 14; 2011, ch. 21, art. 19(A).

Émission d’actions en série

27 (1) Les statuts peuvent autoriser, avec ou sans réserve, l’émission d’une catégorie d’actions en une ou plusieurs séries et peuvent :

 

 

Current to February 11, 2020

  30   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 27-28

 

Articles 27-28

 

(a) fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series; or

(b) authorize the directors to fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series.

Series participation

(2) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

Restrictions on series

(3) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer on a series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding.

Amendment of articles

(4) If the directors exercise their authority under paragraph (1)(b), they shall, before the issue of shares of the series, send, in the form that the Director fixes, articles of amendment to the Director to designate a series of shares.

Certificate of amendment

(5) On receipt of articles of amendment designating a series of shares, the Director shall issue a certificate of amendment in accordance with section 262.

Effect of certificate

(6) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

R.S., 1985, c. C-44, s. 27; 2001, c. 14, s. 15.

Pre-emptive right

28 (1) If the articles so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others.

Exception

(2) Notwithstanding that the articles provide the preemptive right referred to in subsection (1), shareholders

a) fixer le nombre d’actions de chaque série, établir leur désignation et déterminer les droits, privilèges, conditions et restrictions dont elles sont assorties;

b) permettre aux administrateurs de le faire.

Participation des séries

(2) Les actions de toutes les séries d’une catégorie participent au prorata au paiement des dividendes cumulatifs et au remboursement du capital, si ces opérations n’ont pas été intégralement effectuées pour une série donnée.

Limites relatives aux séries

(3) Les droits, privilèges, conditions ou restrictions attachés à une série d’actions dont l’émission est autorisée en vertu du présent article ne peuvent lui conférer, en matière de dividendes ou de remboursement de capital, un traitement préférentiel par rapport aux séries de la même catégorie déjà en circulation.

Modification des statuts

(4) Lorsqu’ils prennent les mesures autorisées en vertu de l’alinéa (1)b), les administrateurs doivent, avant d’émettre des actions d’une série, envoyer au directeur les modifications aux statuts, en la forme établie par lui, donnant la description de cette série.

Certificat de modification

(5) Sur réception des modifications mentionnées au paragraphe (4), le directeur délivre un certificat de modification en conformité avec l’article 262.

Effet du certificat

(6) Les statuts de la société sont modifiés en conséquence dès la date indiquée sur le certificat de modification.

L.R. (1985), ch. C-44, art. 27; 2001, ch. 14, art. 15.

Droit de préemption

28 (1) Si les statuts le prévoient, les actionnaires détenant des actions d’une catégorie ont, au prorata du nombre de celles-ci, un droit de préemption pour souscrire, lors de toute nouvelle émission, des actions de cette catégorie, au prix et selon les modalités auxquels elles sont offertes aux tiers.

Exception

(2) Le droit de préemption visé au paragraphe (1) ne s’applique pas aux actions émises :

 

 

Current to February 11, 2020

  31   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 28-29.1

 

Articles 28-29.1

 

have no pre-emptive right in respect of shares to be issued

(a) for a consideration other than money;

(b) as a share dividend; or

(c) pursuant to the exercise of conversion privileges, options or rights previously granted by the corporation.

1974-75-76, c. 33, s. 28; 1978-79, c. 9, s. 1(F).

Options and rights

29 (1) A corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out the conditions thereof

(a) in the certificates, warrants or other evidences; or

(b) in certificates evidencing the securities to which the conversion privileges, options or rights are attached.

Transferable rights

(2) Conversion privileges, options and rights to acquire securities of a corporation may be made transferable or non-transferable, and options and rights to acquire may be made separable or inseparable from any securities to which they are attached.

Reserved shares

(3) Where a corporation has granted privileges to convert any securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the articles limit the number of authorized shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.

R.S., 1985, c. C-44, s. 29; 2001, c. 14, s. 16(F).

Restriction regarding bearer shares

29.1 (1) Despite section 29, a corporation shall not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation.

Replacement

(2) A corporation shall, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section, issue in exchange to

a) moyennant un apport autre qu’en numéraire;

b) à titre de dividende;

c) pour l’exercice de privilèges de conversion, d’options ou de droits accordés antérieurement par la société.

1974-75-76, ch. 33, art. 28; 1978-79, ch. 9, art. 1(F).

Options et droits

29 (1) La société peut émettre des titres, notamment des certificats, constatant des privilèges de conversion, ainsi que des options ou des droits d’acquérir des valeurs mobilières de celle-ci, aux conditions qu’elle énonce:

a) dans ces titres;

b) dans les certificats des valeurs mobilières assorties de ces privilèges de conversion, options ou droits.

Droits négociables

(2) Les privilèges de conversion sont négociables ou non négociables, ainsi que l’option et le droit d’acquérir des valeurs mobilières d’une société, qui peuvent être séparés ou non des valeurs mobilières auxquelles ils sont attachés.

Réserve

(3) La société dont les statuts limitent le nombre d’actions qu’elle est autorisée à émettre doit conserver un nombre suffisant d’actions pour assurer l’exercice tant des privilèges de conversion ou des droits qu’elle accorde que des options qu’elle émet.

L.R. (1985), ch. C-44, art. 29; 2001, ch. 14, art. 16(F).

Aucune émission au porteur

29.1 (1) Malgré l’article 29, la société ne peut émettre des titres, notamment des certificats, constatant des privilèges de conversion, ainsi que des options ou des droits d’acquérir des actions qui sont au porteur.

Remplacement

(2) À la demande du détenteur d’un titre constatant des privilèges de conversion ou des options ou des droits d’acquérir des actions qui sont au porteur et émis avant l’entrée en vigueur du présent article, la société lui délivre en échange un titre constatant des privilèges de

 

 

Current to February 11, 2020

  32   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 29.1-31

 

Articles 29.1-31

 

that holder, in registered form, a certificate, warrant or other evidence, as the case may be.

2018, c. 8, s. 7.

Corporation holding its own shares

30 (1) Subject to subsection (2) and sections 31 to 36, a corporation

(a) shall not hold shares in itself or in its holding body corporate; and

(b) shall not permit any of its subsidiary bodies corporate to acquire shares of the corporation.

Subsidiary holding shares of its parent

(2) Subject to section 31, a corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the date

(a) the body corporate became a subsidiary of the corporation; or

(b) the corporation was continued under this Act.

R.S., 1985, c. C-44, s. 30; 2001, c. 14, s. 17; 2011, c. 21, s. 20(F).

Exception

31 (1) A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

Idem

(2) A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

Exception — subsidiary acquiring shares

(3) A corporation may permit any of its subsidiary bodies corporate to acquire shares of the corporation

(a) in the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; or

(b) by way of security for the purposes of a transaction entered into by the subsidiary in the ordinary course of a business that includes the lending of money.

Exception — conditions precedent

(4) A corporation may permit any of its subsidiary bodies corporate to acquire shares of the corporation

conversion ou des options ou des droits d’acquérir des actions qui sont nominatifs, selon le cas.

2018, ch. 8, art. 7.

Détention par la société de ses propres actions

30 (1) Sous réserve du paragraphe (2) et des articles 31 à 36, la société ne peut:

a) ni détenir ses propres actions ni celles de sa personne morale mère;

b) ni permettre que ses actions soient acquises par ses filiales dotées de la personnalité morale.

Détention par la filiale des actions d’une société

(2) Sous réserve de l’article 31, au cas où une personne morale, filiale d’une société, détient des actions de la société, celle-ci doit l’obliger à disposer de ces actions, notamment par vente, au cours des cinq ans suivant la date, selon le cas:

a) où la personne morale est devenue sa filiale;

b) de sa prorogation en vertu de la présente loi.

L.R. (1985), ch. C-44, art. 30; 2001, ch. 14, art. 17; 2011, ch. 21, art. 20(F).

Exception

31 (1) La société peut, en qualité de représentant personnel, détenir ses propres actions ou des actions de sa personne morale mère, à l’exception de celles dont l’une ou l’autre d’entre elles ou leurs filiales ont la propriété effective.

Exception

(2) La société peut détenir ses propres actions, ou des actions de sa personne morale mère, à titre de garantie dans le cadre d’opérations conclues dans le cours ordinaire d’une activité commerciale comprenant le prêt d’argent.

Exception

(3) La société peut permettre à ses filiales dotées de la personnalité morale d’acquérir ses actions:

a) en qualité de représentant personnel, à l’exception de celles sur lesquelles les filiales auraient la propriété effective;

b) à titre de garantie dans le cadre d’opérations conclues dans le cours ordinaire d’une activité commerciale comprenant le prêt d’argent.

Exception — conditions préalables

(4) La société peut permettre à ses filiales d’acquérir ses actions par l’entremise d’une émission de celles-ci en leur

 

 

Current to February 11, 2020

  33   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 31-32

 

Articles 31-32

 

through the issuance of those shares by the corporation to the subsidiary body corporate if, before the acquisition takes place, the conditions prescribed for the purposes of this subsection are met.

Conditions subsequent

(5) After an acquisition has taken place under the purported authority of subsection (4), the conditions prescribed for the purposes of this subsection must be met.

Non-compliance with conditions

(6) If

(a) a corporation permits a subsidiary body corporate to acquire shares of the corporation under the purported authority of subsection (4), and

(b) either

(i) one or more of the conditions prescribed for the purposes of subsection (4) were not met, or

(ii) one or more of the conditions prescribed for the purposes of subsection (5) are not met or cease to be met,

then, notwithstanding subsections 16(3) and 26(2), the prescribed consequences apply in respect of the acquisition of the shares and their issuance.

R.S., 1985, c. C-44, s. 31; 2001, c. 14, s. 18; 2011, c. 21, s. 21.

Exception relating to Canadian ownership

32 (1) Subject to subsection 39(8), a corporation may, for the purpose of assisting the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, hold shares in itself that

(a) are not constrained for the purpose of assisting the corporation or any of its affiliates or associates to so qualify; or

(b) are shares into which shares held under paragraph (a) were converted by the corporation that are constrained for the purpose of assisting the corporation to so qualify and that were not previously held by the corporation.

Prohibited transfers

(2) A corporation shall not transfer shares held under subsection (1) to any person unless the corporation is satisfied, on reasonable grounds, that the ownership of

faveur si, préalablement à l’acquisition, les conditions prévues par les règlements pour l’application du présent paragraphe sont remplies.

Conditions ultérieures

(5) Après l’acquisition d’actions effectivement ou censément autorisée par le paragraphe (4), les conditions prévues par les règlements pour l’application du présent paragraphe doivent être remplies.

Inobservation des conditions

(6) Malgré les paragraphes 16(3) et 26(2), les conséquences prévues par les règlements s’appliquent à l’égard de l’émission et de l’acquisition des actions lorsque, à la fois:

a) l’acquisition était effectivement ou censément autorisée par le paragraphe (4);

b) une des conditions prévues par les règlements pour l’application des paragraphes (4) ou (5) n’est pas remplie ou, dans le cas du paragraphe 5, cesse de l’être.

L.R. (1985), ch. C-44, art. 31; 2001, ch. 14, art. 18; 2011, ch. 21, art. 21.

Exception relative à la participation canadienne

32 (1) Sous réserve du paragraphe 39(8), la société peut détenir ses propres actions si la détention a pour objet de la rendre, ou de rendre les sociétés de son groupe ou celles qui ont un lien avec elle, mieux à même de remplir les conditions de participation ou de contrôle canadiens auxquelles est subordonné, sous le régime des lois fédérales ou provinciales prescrites, le droit de recevoir certains avantages, notamment des licences, permis, subventions et paiements, pourvu toutefois que se réalise l’une des deux conditions suivantes:

a) ces actions ne font pas l’objet de restrictions destinées à atteindre cet objectif;

b) ces actions proviennent de la conversion d’actions visées à l’alinéa a), font l’objet de restrictions destinées à atteindre cet objectif, mais n’ont pas appartenu à la société.

Transferts interdits

(2) La société ne peut transférer les actions qu’elle détient en vertu du paragraphe (1) que si des considérations raisonnables la convainquent que le

 

 

Current to February 11, 2020

  34   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 32-33

 

Articles 32-33

 

the shares as a result of the transfer would assist the corporation or any of its affiliates or associates to achieve the purpose set out in subsection (1).

Offence

(3) A corporation that, without reasonable cause, fails to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

Directors of corporation

(4) Where a corporation commits an offence under subsection (3), any director of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the corporation has been prosecuted or convicted.

Where shares are transferred

(5) Where shares held under subsection (1) are transferred by a corporation, subsections 25(1), (3), (4) and (5), paragraph 115(3)(c) and subsection 118(1) apply, with such modifications as the circumstances require, in respect of the transfer as if the transfer were an issue.

Transfer not void, voidable or null

(6) No transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).

R.S., 1985, c. C-44, s. 32; 2011, c. 21, s. 22.

Voting shares

33 (1) A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation

(a) holds the shares in the capacity of a personal representative; and

(b) has complied with section 153.

Subsidiary body corporate

(2) A corporation shall not permit any of its subsidiary bodies corporate holding shares in the corporation to vote, or permit those shares to be voted, unless the subsidiary body corporate satisfies the requirements of subsection (1).

R.S., 1985, c. C-44, s. 33; 2001, c. 14, s. 19; 2011, c. 21, s. 23.

transfert des actions aurait pour résultat de la rendre, ou de rendre les sociétés de son groupe ou celles qui ont un lien avec elle, mieux à même d’atteindre l’objectif visé au paragraphe (1).

Infraction

(3) La société qui, sans motif raisonnable, contrevient au paragraphe (2) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars.

Administrateurs de la société

(4) En cas de perpétration par la société d’une infraction visée au paragraphe (3), ceux de ses administrateurs qui y ont sciemment donné leur autorisation, leur permission ou leur acquiescement sont considérés comme des coauteurs de l’infraction et encourent, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines, que la société ait été ou non poursuivie ou déclarée coupable.

Cas de transfert d’actions

(5) En cas de transfert par la société d’actions détenues conformément au paragraphe (1), les paragraphes 25(1), (3), (4) et (5), l’alinéa 115(3)c) ainsi que le paragraphe 118(1) s’appliquent, compte tenu des adaptations de circonstance, comme s’il s’agissait d’une émission.

Transfert non entaché de nullité ni annulable

(6) Le transfert d’actions d’une société effectué en contravention avec le paragraphe (2) n’est pas entaché de nullité ni annulable pour ce seul motif.

L.R. (1985), ch. C-44, art. 32; 2011, ch. 21, art. 22.

Actions avec droit de vote

33 (1) La société qui détient ses propres actions ou des actions de sa personne morale mère doit, pour exercer — ou permettre que soit exercé — le droit de vote attaché à ces actions:

a) d’une part, les détenir en qualité de représentant personnel;

b) d’autre part, se conformer à l’article 153.

Actions avec droit de vote : filiale

(2) Si une personne morale, filiale d’une société, détient des actions de cette dernière, la société ne peut lui permettre d’exercer — ou permettre que soit exercé — le droit de vote attaché à ces actions que si elle remplit les conditions prévues au paragraphe (1).

L.R. (1985), ch. C-44, art. 33; 2001, ch. 14, art. 19; 2011, ch. 21, art. 23.

 

 

Current to February 11, 2020

  35   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 34-35

 

Articles 34-35

 

Acquisition of corporation’s own shares

34 (1) Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it.

Limitation

(2) A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that

(a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes.

R.S., 1985, c. C-44, s. 34; 2001, c. 14, s. 20(F).

Alternative acquisition of corporation’s own shares

35 (1) Notwithstanding subsection 34(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to

(a) settle or compromise a debt or claim asserted by or against the corporation;

(b) eliminate fractional shares; or

(c) fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a director, an officer or an employee of the corporation.

Idem

(2) Notwithstanding subsection 34(2), a corporation may purchase or otherwise acquire shares issued by it to

(a) satisfy the claim of a shareholder who dissents under section 190; or

(b) comply with an order under section 241.

Limitation

(3) A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that

(a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of

Acquisition par la société de ses propres actions

34 (1) Sous réserve du paragraphe (2) et de ses statuts, la société peut acheter ou autrement acquérir des actions qu’elle a émises.

Exception

(2) La société ne peut faire aucun paiement en vue d’acheter ou d’acquérir autrement des actions qu’elle a émises s’il existe des motifs raisonnables de croire que:

a) ou bien elle ne peut, ou ne pourrait de ce fait, acquitter son passif à échéance;

b) ou bien la valeur de réalisation de son actif serait, de ce fait, inférieure au total de son passif et de son capital déclaré.

L.R. (1985), ch. C-44, art. 34; 2001, ch. 14, art. 20(F).

Acquisition par la société de ses propres actions

35 (1) Nonobstant le paragraphe 34(2), mais sous réserve du paragraphe (3) et de ses statuts, la société peut acheter ou autrement acquérir des actions qu’elle a émises, afin:

a) soit de réaliser un règlement ou de transiger, en matière de créance;

b) soit d’éliminer le fractionnement de ses actions;

c) soit d’exécuter un contrat incessible aux termes duquel elle a l’option ou l’obligation d’acheter des actions appartenant à l’un de ses administrateurs, dirigeants ou employés.

Idem

(2) Nonobstant le paragraphe 34(2), la société peut acheter ou autrement acquérir des actions qu’elle a émises:

a) soit pour faire droit à la réclamation d’un actionnaire dissident aux termes de l’article 190;

b) soit pour obtempérer à une ordonnance rendue en vertu de l’article 241.

Exception

(3) La société ne peut faire aucun paiement en vue d’acheter ou d’acquérir autrement, conformément au paragraphe (1), des actions qu’elle a émises s’il existe des motifs raisonnables de croire que:

a) ou bien elle ne peut, ou ne pourrait de ce fait, acquitter son passif à échéance;

 

 

Current to February 11, 2020

  36   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 35-38

 

Articles 35-38

 

(i) its liabilities, and

(ii) the amount required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid before the holders of the shares to be purchased or acquired, to the extent that the amount has not been included in its liabilities.

R.S., 1985, c. C-44, s. 35; 2001, c. 14, s. 21.

Redemption of shares

36 (1) Notwithstanding subsection 34(2) or 35(3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles.

Limitation

(2) A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that

(a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of

(i) its liabilities, and

(ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or before the holders of the shares to be purchased or redeemed, to the extent that the amount has not been included in its liabilities.

R.S., 1985, c. C-44, s. 36; 2001, c. 14, s. 22.

Gift or legacy of shares

37 A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.

R.S., 1985, c. C-44, s. 37; 2011, c. 21, s. 24.

Other reduction of stated capital

38 (1) Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose of

b) ou bien la valeur de réalisation de son actif serait, de ce fait, inférieure au total:

(i) de son passif,

(ii) des sommes nécessaires au paiement, en cas de rachat ou de liquidation, des actions payables par préférence, déduction faite de toute partie de ces sommes déjà inscrite au passif.

L.R. (1985), ch. C-44, art. 35; 2001, ch. 14, art. 21.

Rachat des actions

36 (1) Malgré les paragraphes 34(2) ou 35(3), mais sous réserve du paragraphe (2) et de ses statuts, la société peut acheter ou racheter des actions rachetables qu’elle a émises à un prix ne dépassant pas le prix de rachat fixé par les statuts ou calculé en conformité avec ces derniers.

Exception

(2) La société ne peut faire aucun paiement en vue d’acheter ou de racheter des actions rachetables qu’elle a émises s’il existe des motifs raisonnables de croire que:

a) ou bien elle ne peut, ou ne pourrait de ce fait, acquitter son passif à échéance;

b) ou bien la valeur de réalisation de son actif serait, de ce fait, inférieure au total:

(i) de son passif,

(ii) des sommes nécessaires, en cas de rachat ou de liquidation, à désintéresser les actionnaires qui, par rapport aux détenteurs des actions à acheter ou à racheter, doivent être payés par préférence ou concurremment, déduction faite de toute partie de ces sommes déjà inscrite au passif.

L.R. (1985), ch. C-44, art. 36; 2001, ch. 14, art. 22.

Donation et legs d’actions

37 La société peut accepter d’un actionnaire toute donation d’actions, y compris, au Québec, un legs d’actions, mais ne peut limiter ou supprimer l’obligation de les libérer intégralement qu’en conformité avec l’article 38.

L.R. (1985), ch. C-44, art. 37; 2011, ch. 21, art. 24.

Autre réduction du capital déclaré

38 (1) Sous réserve du paragraphe (3), la société peut, par résolution spéciale, réduire son capital déclaré à toutes fins, et notamment aux fins de:

a) limiter ou supprimer l’obligation de libérer intégralement des actions;

 

 

Current to February 11, 2020

  37   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 38-39

 

Articles 38-39

 

(a) extinguishing or reducing a liability in respect of an amount unpaid on any share;

(b) distributing to the holder of an issued share of any class or series of shares an amount not exceeding the stated capital of the class or series; and

(c) declaring its stated capital to be reduced by an amount that is not represented by realizable assets.

Contents of special resolution

(2) A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.

Limitation

(3) A corporation shall not reduce its stated capital for any purpose other than the purpose mentioned in paragraph (1)(c) if there are reasonable grounds for believing that

(a) the corporation is, or would after the reduction be, unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

Recovery

(4) A creditor of a corporation is entitled to apply to a court for an order compelling a shareholder or other recipient

(a) to pay to the corporation an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section; or

(b) to pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.

Limitation

(5) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the act complained of.

(6) [Repealed, 2001, c. 14, s. 23]

R.S., 1985, c. C-44, s. 38; 2001, c. 14, s. 23.

Adjustment of stated capital account

39 (1) On a purchase, redemption or other acquisition by a corporation under section 34, 35, 36, 45 or 190 or paragraph 241(3)(f), of shares or fractions thereof issued

b) verser au détenteur d’une action émise de n’importe quelle catégorie ou série, une somme ne dépassant pas le capital déclaré afférent à cette catégorie ou série;

c) soustraire de son capital déclaré tout montant non représenté par des éléments d’actifs réalisables.

Contenu de la résolution spéciale

(2) La résolution spéciale prévue au présent article doit indiquer les comptes capital déclaré au débit desquels sont portées les réductions.

Exception

(3) La société ne peut réduire son capital déclaré pour des motifs autres que ceux visés à l’alinéa (1)c), s’il existe des motifs raisonnables de croire que:

a) ou bien elle ne peut, ou ne pourrait de ce fait, acquitter son passif à échéance;

b) ou bien la valeur de réalisation de son actif serait, de ce fait, inférieure à son passif.

Recouvrement

(4) Tout créancier de la société peut demander au tribunal d’ordonner au profit de celle-ci que le bénéficiaire, actionnaire ou autre:

a) soit paye une somme égale au montant de toute obligation de l’actionnaire, réduite ou supprimée en contravention au présent article;

b) soit restitue les sommes versées ou les biens remis à la suite d’une réduction de capital non conforme au présent article.

Prescription

(5) L’action en recouvrement prévue au présent article se prescrit par deux ans à compter de l’acte en cause.

(6) [Abrogé, 2001, ch. 14, art. 23]

L.R. (1985), ch. C-44, art. 38; 2001, ch. 14, art. 23.

Capital déclaré

39 (1) La société qui acquiert, notamment par achat ou rachat, conformément aux articles 34, 35, 36, 45 ou 190 ou à l’alinéa 241(3)f), des actions ou fractions d’actions

 

 

Current to February 11, 2020

  38   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Section 39

 

Article 39

 

by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.

Idem

(2) A corporation shall deduct the amount of a payment made by the corporation to a shareholder under paragraph 241(3)(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.

Idem

(3) A corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 38(2).

Idem

(4) On a conversion of issued shares of a corporation into shares of another class or series or a change under section 173, 191 or 241 of issued shares of a corporation into shares of another class or series, the corporation shall

(a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, divided by the number of issued shares of that class or series immediately before the conversion or change; and

(b) add the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.

Stated capital of interconvertible shares

(5) For the purposes of subsection (4) and subject to its articles, where a corporation issues two classes of shares and there is attached to each such class a right to convert a share of the one class into a share of the other class, if a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of

qu’elle a émises doit débiter le compte capital déclaré, tenu pour la catégorie ou série dont elles relèvent, du produit des éléments suivants: le capital déclaré relatif aux actions de cette catégorie ou série et la fraction dont les numérateur et dénominateur sont respectivement le nombre d’actions, ou fractions d’actions, de cette catégorie ou série ainsi acquises et le nombre d’actions de la même catégorie ou série émises immédiatement avant l’acquisition.

Idem

(2) La société doit débiter le compte capital déclaré pertinent de tout paiement effectué à un actionnaire en vertu de l’alinéa 241(3)g).

Idem

(3) La société doit rectifier ses comptes capital déclaré, conformément aux résolutions spéciales visées au paragraphe 38(2).

Idem

(4) La société doit, dès le passage d’actions émises d’une catégorie ou d’une série à une autre, soit par voie de conversion, soit par voie d’un changement effectué en vertu des articles 173, 191 ou 241:

a) d’une part, débiter le compte capital déclaré, tenu pour la catégorie ou série initiale d’actions, du produit des éléments suivants: le capital déclaré à l’égard de ces actions et la fraction dont les numérateur et dénominateur sont respectivement le nombre d’actions ayant fait l’objet de la conversion ou du changement et le nombre d’actions de la même catégorie ou série émises immédiatement avant la conversion ou le changement;

b) d’autre part, créditer le compte capital déclaré de la catégorie ou de la série nouvelle de la somme débitée en vertu de l’alinéa a) ainsi que de tout apport supplémentaire reçu au titre de la conversion ou du changement.

Capital déclaré d’actions avec droit de conversion réciproque

(5) Pour l’application du paragraphe (4) et sous réserve de ses statuts, lorsque la société émet deux catégories d’actions assorties du droit de conversion réciproque, et qu’il y a, à l’égard d’une action, exercice de ce droit, le montant du capital déclaré attribuable à une action de l’une ou l’autre catégorie est égal au montant total du capital déclaré correspondant aux deux catégories divisé

 

 

Current to February 11, 2020

  39   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Section 39

 

Article 39

 

both classes divided by the number of issued shares of both classes immediately before the conversion.

Cancellation or restoration of shares

(6) Shares or fractions thereof of any class or series of shares issued by a corporation and purchased, redeemed or otherwise acquired by it shall be cancelled or, if the articles limit the number of authorized shares, may be restored to the status of authorized but unissued shares of the class.

Exception

(7) For the purposes of this section, a corporation holding shares in itself as permitted by subsections 31(1) and (2) is deemed not to have purchased, redeemed or otherwise acquired such shares.

Idem

(8) For the purposes of this section, a corporation holding shares in itself as permitted by paragraph 32(1)(a) is deemed not to have purchased, redeemed or otherwise acquired the shares at the time they were acquired, but

(a) any of those shares that are held by the corporation at the expiration of two years, and

(b) any shares into which any of those shares were converted by the corporation and held under paragraph 32(1)(b) that are held by the corporation at the expiration of two years after the shares from which they were converted were acquired

are deemed to have been acquired at the expiration of the two years.

Conversion or change of shares

(9) Shares issued by a corporation and converted into shares of another class or series or changed under section 173, 191 or 241 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed.

Effect of change of shares on number of unissued shares

(10) Where the articles limit the number of authorized shares of a class of shares of a corporation and issued shares of that class or of a series of shares of that class have become, pursuant to subsection (9), issued shares of another class or series, the number of unissued shares of the first-mentioned class shall, unless the articles otherwise provide, be increased by the number of shares that, pursuant to subsection (9), became shares of another class or series.

par le nombre d’actions émises dans ces deux catégories avant la conversion.

Annulation ou retour au statut d’actions non émises

(6) Les actions ou fractions d’actions de toute catégorie ou série de la société émettrice acquises par elle, notamment par achat ou rachat, sont annulées; elles peuvent reprendre le statut d’actions autorisées non émises de la catégorie dont elles relèvent, au cas où les statuts limitent le nombre d’actions autorisées.

Exception

(7) La détention par la société de ses propres actions conformément aux paragraphes 31(1) et (2) est réputée ne pas être une acquisition, notamment par achat ou rachat, au sens du présent article.

Idem

(8) Pour l’application du présent article, la société qui détient ses propres actions conformément à l’alinéa 32(1)a) est réputée ne les avoir ni achetées ni rachetées ni autrement acquises au moment de leur acquisition; toutefois:

a) lesdites actions, qu’elle détient encore à l’expiration d’un délai de deux ans;

b) les actions provenant de la conversion desdites actions et visées à l’alinéa 32(1)b), qu’elle détient encore à l’expiration d’un délai de deux ans après l’acquisition des actions ayant fait l’objet de la conversion,

sont réputées avoir été acquises à l’expiration de ce délai.

Conversion ou changement

(9) Les actions émises qui sont passées d’une catégorie ou d’une série à une autre, soit par voie de conversion, soit par voie d’un changement effectué en vertu des articles 173, 191 ou 241, deviennent des actions émises de la nouvelle catégorie ou série.

Effet du changement sur le nombre des actions non émises

(10) Sont des actions non émises d’une catégorie ou d’une série dont le nombre d’actions autorisées est limité par les statuts de la société, sauf clause des statuts à l’effet contraire, les actions émises qui n’appartiennent plus à cette catégorie ou à une série de cette catégorie par suite d’une conversion ou d’un changement visé au paragraphe (9).

 

 

Current to February 11, 2020

  40   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 39-42

 

Articles 39-42

 

Repayment

(11) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.

Acquisition and reissue of debt obligations

(12) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations.

R.S., 1985, c. C-44, s. 39; 1994, c. 24, s. 9(F); 2001, c. 14, s. 24(F); 2011, c. 21, s. 25(F).

Enforcement of contract to buy shares

40 (1) A corporation shall fulfil its obligations under a contract to buy shares of the corporation, except if the corporation can prove that enforcement of the contract would put it in breach of any of sections 34 to 36.

Status of contracting party

(2) Until the corporation has fulfilled all its obligations under a contract referred to in subsection (1), the other party retains the status of claimant entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors and to the rights of holders of any class of shares whose rights were in priority to the rights given to the holders of the class of shares being purchased, but in priority to the rights of other shareholders.

R.S., 1985, c. C-44, s. 40; 2001, c. 14, s. 25.

Commission for sale of shares

41 The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

R.S., 1985, c. C-44, s. 41; 2001, c. 14, s. 135(E).

Dividends

42 A corporation shall not declare or pay a dividend if there are reasonable grounds for believing that

(a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

Acquittement

(11) Les titres de créance émis, donnés en garantie conformément au paragraphe (12) ou déposés par la société ne sont pas rachetés du seul fait de l’acquittement de la dette en cause.

Acquisition et réémission de titres de créance

(12) La société qui acquiert ses titres de créance peut soit les annuler, soit, sous réserve de tout acte de fiducie ou convention applicable, les réémettre ou les donner en garantie de l’exécution de ses obligations existantes ou futures, sous forme d’hypothèque mobilière, de gage ou de nantissement; l’acquisition, la réémission ou le fait de les donner en garantie ne constitue pas l’annulation de ces titres.

L.R. (1985), ch. C-44, art. 39; 1994, ch. 24, art. 9(F); 2001, ch. 14, art. 24(F); 2011, ch. 21, art. 25(F).

Exécution des contrats

40 (1) La société est tenue d’exécuter les contrats qu’elle a conclus en vue de l’achat de ses actions, sauf si elle peut prouver que ce faisant elle contrevient à l’un des articles 34 à 36.

Situation du cocontractant

(2) Jusqu’à l’exécution complète par la société de tout contrat visé au paragraphe (1), le cocontractant a le droit d’être payé dès que la société peut légalement le faire ou, lors d’une liquidation, à être colloqué après les droits des créanciers et les droits des actionnaires détenant des actions de toute catégorie dont les droits ont préséance sur ceux des actionnaires détenant des actions de la catégorie d’actions qui sont acquises, mais avant les autres actionnaires.

L.R. (1985), ch. C-44, art. 40; 2001, ch. 14, art. 25.

Commission sur vente d’actions

41 Les administrateurs peuvent autoriser la société à verser une commission raisonnable à toute personne qui achète, ou s’engage à acheter ou à faire acheter, des actions de celle-ci.

L.R. (1985), ch. C-44, art. 41; 2001, ch. 14, art. 135(A).

Dividendes

42 La société ne peut déclarer ni verser de dividende s’il existe des motifs raisonnables de croire que:

a) ou bien elle ne peut, ou ne pourrait de ce fait, acquitter son passif à échéance;

 

 

Current to February 11, 2020

  41   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART V Corporate Finance

 

PARTIE V Financement

Sections 42-46

 

Articles 42-46

 

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

1974-75-76, c. 33, s. 40; 1978-79, c. 9, s. 1(F).

Form of dividend

43 (1) A corporation may pay a dividend by issuing fully paid shares of the corporation and, subject to section 42, a corporation may pay a dividend in money or property.

Adjustment of stated capital account

(2) If shares of a corporation are issued in payment of a dividend, the declared amount of the dividend stated as an amount of money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend.

1974-75-76, c. 33, s. 41; 1978-79, c. 9, ss. 1(F), 16.

44 [Repealed, 2001, c. 14, s. 26]

Shareholder immunity

45 (1) The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under subsection 38(4), 118(4) or (5), 146(5) or 226(4) or (5).

Lien or hypothec on shares

(2) Subject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

Enforcement of lien or hypothec

(3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.

R.S., 1985, c. C-44, s. 45; 2001, c. 14, s. 27; 2011, c. 21, s. 26.

PART VI

Sale of Constrained Shares

Sale of constrained shares by corporation

46 (1) A corporation that has constraints on the issue, transfer or ownership of its shares of any class or series may, for any of the purposes referred to in paragraphs (a) to (c), sell, under the conditions and after giving the

 

b) ou bien la valeur de réalisation de son actif serait, de ce fait, inférieure au total de son passif et de son capital déclaré.

1974-75-76, ch. 33, art. 40; 1978-79, ch. 9, art. 1(F).

Forme du dividende

43 (1) La société peut verser un dividende soit sous forme d’actions entièrement libérées, soit, sous réserve de l’article 42, en numéraire ou en biens.

Rectification du compte capital déclaré

(2) Le montant déclaré en numéraire des dividendes versés par la société sous forme d’actions est porté au compte capital déclaré pertinent.

1974-75-76, ch. 33, art. 41; 1978-79, ch. 9, art. 1(F) et 16.

44 [Abrogé, 2001, ch. 14, art. 26]

Immunité des actionnaires

45 (1) Les actionnaires de la société ne sont pas, à ce titre, responsables de ses obligations, actes ou fautes, sauf dans les cas prévus aux paragraphes 38(4), 146(5), 118(4) ou (5) ou 226(4) ou (5).

Actions grevées d’une hypothèque ou d’un privilège

(2) Sous réserve du paragraphe 49(8), les statuts peuvent prévoir qu’une hypothèque ou un privilège en faveur de la société grève les actions inscrites au nom d’un actionnaire débiteur, ou de son représentant personnel, y compris celui qui n’a pas entièrement libéré des actions émises par une personne morale avant sa prorogation sous le régime de la présente loi.

Exécution de l’hypothèque ou du privilège

(3) La société peut faire valoir l’hypothèque ou le privilège visé au paragraphe (2) dans les conditions prévues par ses règlements administratifs.

L.R. (1985), ch. C-44, art. 45; 2001, ch. 14, art. 27; 2011, ch. 21, art. 26.

PARTIE VI

Vente d’actions faisant l’objet de restrictions

Vente par la société d’actions faisant l’objet de restrictions

46 (1) La société dont les actions d’une catégorie ou d’une série font l’objet de restrictions quant à leur émission, leur transfert ou leur propriété peut, afin de devenir elle-même et de rendre les sociétés de son

 

 

 

Current to February 11, 2020

  42   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VI Sale of Constrained Shares

 

PARTIE VI Vente d’actions faisant l’objet de restrictions

Section 46

 

Article 46

 

notice that may be prescribed, as if it were the owner of the shares, any of those constrained shares that are owned, or that the directors determine in the manner that may be prescribed may be owned, contrary to the constraints in order to

(a) assist the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control;

(b) assist the corporation to comply with any prescribed law; or

(c) attain or maintain a level of Canadian ownership specified in its articles.

Obligations of directors in sale

(2) Where shares are to be sold by a corporation under subsection (1), the directors of the corporation shall select the shares for sale in good faith and in a manner that is not unfairly prejudicial to, and does not unfairly disregard the interests of, the holders of the shares in the constrained class or series taken as a whole.

Effect of sale

(3) If shares are sold by a corporation under subsection (1), the owner of the shares immediately before the sale shall by that sale be divested of their interest or right in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned on the proceeds from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes on the proceeds and any costs of administration of a trust fund constituted under subsection 47(1) in relation to the constitution of the fund.

Subsections 51(4) to (6) apply

(4) Subsections 51(4) to (6) apply in respect of the person who is entitled under subsection (3) to receive the proceeds of a sale of shares under subsection (1) as if the proceeds were a security and the person were a registered holder or owner of the security.

R.S., 1985, c. C-44, s. 46; 1991, c. 45, s. 552, c. 47, s. 720; 2001, c. 14, ss. 28, 135(E); 2011, c. 21, s. 27.

groupe, ou celles qui ont un lien avec elle, mieux à même de remplir les conditions de participation ou de contrôle canadiens auxquelles est subordonné, sous le régime des lois fédérales ou provinciales prescrites, le droit de recevoir certains avantages, notamment des licences, permis, subventions et paiements, afin de se conformer aux lois prescrites ou afin de remplir les conditions de participation ou de contrôle canadiens qui sont précisées à ses statuts, vendre ces actions comme si elle en avait la propriété et pour atteindre cet objectif lorsque leurs propriétaires les détiennent, ou que les administrateurs estiment, selon les critères réglementaires, que ceux-ci les détiennent, en dépit de ces restrictions. Cette vente se fait selon les conditions prescrites, après préavis réglementaire.

Devoir des administrateurs

(2) Les administrateurs doivent choisir les actions à vendre en vertu du paragraphe (1) de bonne foi et de manière à ne pas se montrer injuste à l’égard des autres détenteurs d’actions de la catégorie ou de la série soit en leur portant préjudice soit en ne tenant pas compte de leurs intérêts.

Effet de la vente

(3) La personne qui était propriétaire des actions vendues par la société conformément au paragraphe (1) perd tout droit ou intérêt sur ces actions. Celle qui en était le propriétaire inscrit ou qui convainc les administrateurs qu’elle aurait pu être considérée comme en étant le propriétaire ou détenteur inscrit aux termes de l’article 51 a, à compter de la vente, droit uniquement au produit net de la vente majoré du revenu perçu sur ce produit à compter du début du mois suivant la date de réception du produit par la société mais diminué des taxes qui y sont afférentes et des frais de gestion relatifs à la constitution d’un fonds en fiducie conformément au paragraphe 47(1).

Application des par. 51(4) à (6)

(4) Les paragraphes 51(4) à (6) s’appliquent à la personne qui a droit, en vertu du paragraphe (3), de recevoir le produit de la vente des actions visée au paragraphe (1), cette personne étant assimilée au détenteur ou propriétaire inscrit et le produit de la vente, à une valeur mobilière.

L.R. (1985), ch. C-44, art. 46; 1991, ch. 45, art. 552, ch. 47, art. 720; 2001, ch. 14, art. 28 et 135(A); 2011, ch. 21, art. 27.

 

 

 

Current to February 11, 2020

  43   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VI Sale of Constrained Shares

 

PARTIE VI Vente d’actions faisant l’objet de restrictions

Section 47

 

Article 47

 

Proceeds of sale to be trust fund

47 (1) The proceeds of a sale by a corporation under subsection 46(1) constitute a trust fund in the hands of the corporation for the benefit of the person entitled under subsection 46(3) to receive the proceeds of the sale, and any such trust fund may be commingled by the corporation with other such trust funds and shall be invested in such manner as may be prescribed.

Costs of administration

(2) Reasonable costs of administration of a trust fund referred to in subsection (1) may be deducted from the trust fund and any income earned thereon.

Appointment of trust company

(3) Subject to this section, a corporation may transfer any trust fund referred to in subsection (1), and the administration thereof, to a trust company in Canada registered as such under the laws of Canada or a province, and the corporation is thereupon discharged of all further liability in respect of the trust fund.

Discharge of corporation and trust company

(4) A receipt signed by a person entitled under subsection 46(3) to receive the proceeds of a sale that constitute a trust fund under subsection (1) shall be a complete discharge of the corporation and of any trust company to which a trust fund is transferred under subsection (3), in respect of the trust fund and income earned thereon paid to such person.

Vesting in Crown

(5) A trust fund described in subsection (1), together with any income earned thereon, less any taxes thereon and costs of administration, that has not been claimed by a person entitled under subsection 46(3) to receive the proceeds of a sale that constitute the trust fund for a period of ten years after the date of the sale vests in Her Majesty in right of Canada.

Escheats Act applies

(6) Sections 3 to 5 of the Escheats Act apply in respect of a trust fund that vests in Her Majesty in right of Canada under subsection (5).

1980-81-82-83, c. 115, s. 4.

Constitution d’un fonds en fiducie

47 (1) Le produit de la vente effectuée par une société en vertu du paragraphe 46(1) constitue un fonds en fiducie au profit de la personne qui a droit au produit de la vente conformément au paragraphe 46(3); ce fonds, qui peut être confondu avec des fonds similaires, est investi de la façon réglementaire.

Frais de gestion

(2) Des frais de gestion raisonnables peuvent être déduits du fonds en fiducie visé au paragraphe (1) et du revenu qui en découle.

Transfert à une société de fiducie

(3) Sous réserve des autres dispositions du présent article, la société peut transférer le fonds en fiducie visé au paragraphe (1) et en confier l’administration à une société de fiducie inscrite à ce titre sous le régime des lois fédérales ou provinciales; le cas échéant, la société est relevée de toute responsabilité ultérieure à l’égard du fonds.

Libération de la société et de la société de fiducie

(4) Le reçu signé par une personne qui a droit, aux termes du paragraphe 46(3), de recevoir le produit de la vente qui constitue un fonds en fiducie en vertu du paragraphe (1) libère définitivement la société ainsi que toute société de fiducie à qui le fonds a été transféré en vertu du paragraphe (3), des paiements à faire sur ce fonds et sur le revenu qui en découle.

Dévolution à Sa Majesté

(5) Le fonds en fiducie visé au paragraphe (1) et le revenu qui en découle, déduits des taxes qui y sont afférentes et des frais de gestion, sont dévolus à Sa Majesté du chef du Canada s’ils ne sont pas réclamés par une personne qui a droit au produit de la vente constituant le fonds en vertu du paragraphe 46(3) dans les dix ans qui suivent la date de la vente.

Application de la Loi sur les biens en déshérence

(6) Les articles 3 à 5 de la Loi sur les biens en déshérence s’appliquent au fonds en fiducie qui est dévolu à Sa Majesté du chef du Canada en vertu du paragraphe (5).

1980-81-82-83, ch. 115, art. 4.

 

 

 

Current to February 11, 2020

  44   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Section 48

 

Article 48

 

PART VII

Security Certificates, Registers and Transfers

Interpretation and General

Application of Part

48 (1) The transfer or transmission of a security shall be governed by this Part.

Definitions

(2) In this Part,

adverse claim 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 or right in the security; (opposition)

bearer means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued or endorsed to the purchaser or endorsed in blank; (acheteur de bonne foi)

broker means a person who is engaged, whether or not exclusively, 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; (courtier)

delivery means voluntary transfer of possession; (livraison ou remise)

fiduciary means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person; (représentant)

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; (fongibles)

genuine means free of forgery or counterfeiting; (authentique)

good faith means honesty in fact in the conduct of the transaction concerned; (bonne foi)

 

PARTIE VII

Certificats de valeurs mobilières, registres et transferts

Définitions et dispositions générales

Champ d’application

48 (1) La présente partie régit le transfert des valeurs mobilières.

Définitions

(2) Les définitions qui suivent s’appliquent à la présente partie.

acheteur de bonne foi L’acquéreur contre valeur qui, non avisé de l’existence d’oppositions, prend livraison d’une valeur mobilière au porteur ou à ordre ou d’une valeur mobilière nominative émise à son nom, endossée à son profit ou en blanc. (bona fide purchaser)

acquéreur Personne qui acquiert des droits ou intérêts sur une valeur mobilière, par achat, hypothèque, gage, émission, réémission, donation ou toute autre opération consensuelle. (purchaser)

acte de fiducie Répond à la définition donnée à l’article 82. (trust indenture)

authentique Ni falsifié ni contrefait. (genuine)

bonne foi L’honnêteté manifestée au cours de l’opération en cause. (good faith)

courtier Personne qui se livre exclusivement ou non au commerce des valeurs mobilières et qui, entre autres, dans les opérations en cause, agit pour un client. (broker)

détenteur Personne en possession d’une valeur mobilière au porteur ou d’une valeur mobilière nominative émise à son nom, endossée à son profit ou en blanc. (holder)

émetteur Est assimilée à l’émetteur la société qui, selon le cas:

a) doit, aux termes de la présente loi, tenir un registre de valeurs mobilières;

b) au Québec, émet des valeurs mobilières conférant chacune, même indirectement, des droits sur ses biens;

 

 

Current to February 11, 2020

  45   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

  

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

  

Définitions et dispositions générales

Section 48

  

Article 48

 

holder means a person in possession of a security issued or endorsed to the person or the bearer or in blank; (détenteur)

issuer includes a corporation

(a) that is required by this Act to maintain a securities register,

(b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or

(c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests; (émetteur)

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; (émission excédentaire)

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction; (acquéreur)

security or security certificate means an instrument issued by a corporation that is

(a) in bearer, order or registered form,

(b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,

(c) one of a class or series or by its terms divisible into a class or series of instruments, and

(d) evidence of a share, participation or other interest or right in or obligation of a corporation; (valeur mobilière ou certificat de valeur mobilière)

transfer includes transmission by operation of law; (transfert)

trust indenture means a trust indenture as defined in section 82; (acte de fiducie)

unauthorized, in relation to a signature or an endorsement, means one made without actual, implied or apparent authority and includes a forgery; (non autorisé)

valid means issued in accordance with the applicable law and the articles of the issuer, or validated under section 52. (valide)

c) ailleurs au Canada, crée, même indirectement, une fraction d’intérêt sur ses droits ou ses biens et émet des valeurs mobilières constatant ces fractions d’intérêt. (issuer)

émission excédentaire Toute émission de valeurs mobilières en excédent du nombre autorisé par les statuts de l’émetteur ou par un acte de fiducie. (overissue)

fongibles Se dit des valeurs mobilières qui ont cette qualité par nature ou en vertu des usages du commerce. (fungible)

livraison ou remise Transfert volontaire de la possession. (delivery)

signature ou endossement non autorisé Signature apposée ou endossement effectué sans autorisation réelle, implicite ou apparente, y compris les faux. (unauthorized)

opposition Est assimilé à l’opposition le fait d’invoquer qu’un transfert est ou serait illégal ou qu’un opposant déterminé détient la propriété ou un droit ou intérêt sur les valeurs mobilières en cause. (adverse claim)

porteur Personne en possession d’une valeur mobilière au porteur ou endossée en blanc. (bearer)

représentant L’administrateur du bien d’autrui ou la personne qui agit à titre fiducial, notamment le représentant personnel d’une personne décédée. (fiduciary)

transfert Est assimilée au transfert la transmission par effet de la loi. (transfer)

valeur mobilière ou certificat de valeur mobilière Tout titre émis par une société, qui, à la fois:

a) est au porteur, à ordre ou nominatif;

b) est d’un genre habituellement négocié aux bourses ou sur les marchés de valeurs mobilières ou reconnu comme placement sur la place où il est émis ou négocié;

c) fait partie d’une catégorie ou d’une série de titres ou est divisible selon ses propres modalités;

d) atteste l’existence soit d’une action ou d’une obligation de la société, soit de droits ou intérêts, notamment une participation dans celle-ci. (security or security certificate)

 

 

Current to February 11, 2020

  46   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

  

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

  

Définitions et dispositions générales

Sections 48-49

  

Articles 48-49

 

Negotiable instruments

(3) Except where its transfer is restricted and noted on a security in accordance with subsection 49(8), a security is a negotiable instrument.

Registered form

(4) A security is in registered form if

(a) it specifies a person entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or

(b) it bears a statement that it is in registered form.

Order form

(5) A debt obligation is in order form where, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to that person’s order.

Bearer form

(6) A security is in bearer form if it is payable to bearer according to its terms and not by reason of any endorsement.

Guarantor for issuer

(7) 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.

R.S., 1985, c. C-44, s. 48; 2001, c. 14, ss. 29, 135(E); 2011, c. 21, s. 28.

Rights of holder

49 (1) Every security holder is entitled at their option to a security certificate that complies with this Act or a non-transferable written acknowledgment of their right to obtain such a security certificate from a corporation in respect of the securities of that corporation held by them.

Maximum fee for certificate by regulation

(2) A corporation may charge a fee, not exceeding the prescribed amount, for a security certificate issued in respect of a transfer.

Joint holders

(3) A corporation is not required to issue more than one security certificate in respect of securities held jointly by

 

valide Soit émis légalement et conformément aux statuts de la société, soit validé en vertu de l’article 52. (valid)

Effets négociables

(3) Les valeurs mobilières sont des effets négociables sauf si leur transfert fait l’objet de restrictions indiquées conformément au paragraphe 49(8).

Valeur mobilière nominative

(4) Est nominative la valeur mobilière qui:

a) ou bien désigne nommément son titulaire, ou celui des droits dont elle atteste l’existence, et peut faire l’objet d’un transfert sur le registre des valeurs mobilières;

b) ou bien porte une mention à cet effet.

Titre à ordre

(5) Le titre de créance est à ordre si, d’après son libellé, il est payable à l’ordre d’une personne suffisamment désignée dans le titre ou cédé à une telle personne.

Valeur mobilière au porteur

(6) Est au porteur la valeur mobilière payable au porteur selon ses propres modalités et non en raison d’un endossement.

Caution d’un émetteur

(7) La caution d’un émetteur est réputée, dans les limites de sa garantie, avoir la qualité d’émetteur, indépendamment de la mention de son obligation sur la valeur mobilière.

L.R. (1985), ch. C-44, art. 48; 2001, ch. 14, art. 29 et 135(A); 2011, ch. 21, art. 28.

Droits du détenteur

49 (1) Les détenteurs de valeurs mobilières peuvent, à leur choix, exiger de la société, soit des certificats de valeurs mobilières conformes à la présente loi, soit une reconnaissance écrite et incessible de ce droit.

Droit exigible

(2) La société peut prélever un droit — qui ne peut dépasser le montant réglementaire — par certificat de valeur mobilière émis à l’occasion d’un transfert.

Codétenteurs

(3) En cas de détention conjointe d’une valeur mobilière, la remise du certificat à l’un des codétenteurs constitue délivrance suffisante pour tous.

 

 

Current to February 11, 2020

  47   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

  

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

  

Définitions et dispositions générales

Section 49

  

Article 49

 

several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.

Signatures

(4) A security certificate shall be signed by at least one of the following persons, or the signature shall be printed or otherwise mechanically reproduced on the certificate:

(a) a director or officer of the corporation;

(b) a registrar, transfer agent or branch transfer agent of the corporation, or an individual on their behalf; and

(c) a trustee who certifies it in accordance with a trust indenture.

(5) [Repealed, 2001, c. 14, s. 30]

Continuation of signature

(6) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.

Contents of share certificate

(7) There shall be stated on the face of each share certificate issued by a corporation

(a) the name of the corporation;

(b) the words “Incorporated under the Canada Business Corporations Act” or “subject to the Canada Business Corporations Act”;

(c) the name of the person to whom it was issued; and

(d) the number and class of shares and the designation of any series that the certificate represents.

Restrictions

(8) No restriction, charge, lien, hypothec, agreement or endorsement described in the following paragraphs is effective against a transferee of a security, issued by a corporation or by a body corporate before the body corporate was continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate:

Signatures

(4) Les certificats de valeurs mobilières doivent être signés par au moins l’une des personnes suivantes:

a) un administrateur ou dirigeant de la société;

b) un agent d’inscription ou de transfert de la société ou un particulier agissant pour son compte;

c) un fiduciaire qui les certifie conformes à l’acte de fiducie.

Toute signature requise peut cependant être reproduite mécaniquement, notamment sous forme d’imprimé.

(5) [Abrogé, 2001, ch. 14, art. 30]

Permanence de la validité de la signature

(6) La société peut émettre valablement tout certificat de valeurs mobilières portant la signature, imprimée ou reproduite mécaniquement, d’administrateurs ou dirigeants même s’ils ont cessé d’occuper ces fonctions.

Contenu du certificat d’action

(7) Doivent être énoncés au recto de chaque certificat d’action :

a) le nom de la société émettrice;

b) la mention « constituée sous l’autorité de la Loi canadienne sur les sociétés par actions » ou « assujettie à la Loi canadienne sur les sociétés par actions »;

c) le nom du titulaire;

d) le nombre, la catégorie et la série d’actions qu’il représente.

Restrictions

(8) Les certificats de valeurs mobilières émis par la société ou par une personne morale avant sa prorogation sous le régime de la présente loi qui sont assujettis aux restrictions, charges, hypothèques, privilèges, conventions ou endossements ci-après doivent porter une mention ou un renvoi bien visibles à leur égard pour qu’ils soient opposables à tout cessionnaire de cette valeur mobilière qui n’en a pas eu effectivement connaissance:

 

 

Current to February 11, 2020

  48   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

  

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

  

Définitions et dispositions générales

Section 49

  

Article 49

 

(a) a restriction on transfer other than a constraint under section 174;

(b) a charge, lien or hypothec in favour of the corporation;

(c) a unanimous shareholder agreement; or

(d) an endorsement under subsection 190(10).

Limit on restriction

(9) A distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, shall not have a restriction on the transfer or ownership of its shares of any class or series except by way of a constraint permitted under section 174.

Notation of constraint

(10) Where the articles of a corporation constrain the issue, transfer or ownership of shares of any class or series in order to assist

(a) the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, or

(b) the corporation to comply with any prescribed law,

the constraint, or a reference to it, shall be conspicuously noted on every security certificate of the corporation evidencing a share that is subject to the constraint where the security certificate is issued after the day on which the share becomes subject to the constraint under this Act.

Failure to note

(11) The failure to note a constraint or a reference to it pursuant to subsection (10) shall not invalidate any share or security certificate and shall not render a constraint ineffective against an owner, holder or transferee of the share or security certificate.

Transitional

(12) If a body corporate continued under this Act has outstanding security certificates, and if the words “private company” appear on the certificates, those words are deemed to be a notice of a restriction, lien, hypothec, agreement or endorsement for the purpose of subsection (8).

a) des restrictions en matière de transfert non prévues à l’article 174;

b) des charges, hypothèques ou privilèges en faveur de la société;

c) une convention unanime des actionnaires;

d) un endossement prévu au paragraphe 190(10).

Limitation

(9) La société ayant fait appel au public dont des actions en circulation sont détenues par plusieurs personnes ne peut restreindre le transfert ou le droit de propriété de ses actions, sauf si la restriction est permise en vertu de l’article 174.

Mention des restrictions

(10) Dans les cas où les statuts de la société restreignent l’émission, le transfert ou la propriété d’actions d’une catégorie ou d’une série en vue de rendre la société, les sociétés de son groupe ou celles qui ont des liens avec elle, mieux à même de remplir les conditions de participation ou de contrôle canadiens auxquelles est subordonné, sous le régime des lois fédérales ou provinciales prescrites, le droit de recevoir certains avantages, notamment des licences, permis, subventions et paiements ou de se conformer aux lois prescrites relativement à ces conditions de participation ou de contrôle canadiens, la restriction doit être indiquée ostensiblement, par description ou référence, sur les certificats de valeurs mobilières émis pour ces actions après que celles-ci ont fait l’objet de ces restrictions en vertu de la présente loi.

Absence de mention

(11) Le défaut d’indiquer une restriction, par description ou référence, comme l’exige le paragraphe (10) n’invalide pas une action ou un certificat de valeurs mobilières et ne rend pas la restriction sans effet à l’égard du propriétaire, détenteur ou cessionnaire de l’action ou du certificat.

Dispositions transitoires

(12) L’expression « compagnie privée » figurant sur les certificats de valeurs mobilières émis par une personne morale prorogée sous le régime de la présente loi est réputée constituer l’avis des restrictions, hypothèques, privilèges, conventions ou endossements prévus au paragraphe (8).

 

 

Current to February 11, 2020

  49   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

  

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

  

Définitions et dispositions générales

Section 49

  

Article 49

 

Particulars of class

(13) There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series

(a) the rights, privileges, restrictions and conditions attached to the shares of each class and series that exists when the share certificate is issued; or

(b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish a shareholder, on demand and without charge, with a full copy of the text of

(i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and

(ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.

Duty

(14) Where a share certificate issued by a corporation contains the statement mentioned in paragraph (13)(b), the corporation shall furnish a shareholder, on demand and without charge, with a full copy of the text of

(a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and

(b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.

Fractional share

(15) A corporation may issue for each fractional share, a certificate in registered form or scrip certificates in registered form that entitle the holder to receive a certificate for a full share in exchange for scrip certificates equalling a full share.

Replacement

(15.1) On the request of a holder of a certificate for a fractional share or of a scrip certificate, a corporation shall, if the certificate is in bearer form and was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.

Détails

(13) Les certificats émis par une société autorisée à émettre des actions de plusieurs catégories ou séries prévoient, de manière lisible:

a) soit les droits, privilèges, conditions et restrictions dont sont assorties les actions de chaque catégorie et série existant lors de l’émission des certificats;

b) soit que la catégorie ou la série d’actions qu’ils représentent est assortie de droits, privilèges, conditions et restrictions et que la société remettra gratuitement à tout actionnaire qui en fait la demande le texte intégral:

(i) des droits, privilèges, conditions et restrictions attachés à chaque catégorie dont l’émission est autorisée et, dans la mesure fixée par les administrateurs, à chaque série,

(ii) de l’autorisation donnée aux administrateurs de fixer les droits, privilèges, conditions et restrictions des séries suivantes.

Obligation

(14) La société, qui émet des certificats d’actions contenant les dispositions prévues à l’alinéa (13)b), doit fournir gratuitement aux actionnaires qui en font la demande le texte intégral:

a) des droits, privilèges, conditions et restrictions attachés à chaque catégorie dont l’émission est autorisée et, dans la mesure fixée par les administrateurs, à chaque série;

b) de l’autorisation donnée aux administrateurs de fixer les droits, privilèges, conditions et restrictions des séries suivantes.

Fraction d’action

(15) La société peut émettre, pour chaque fraction d’action, soit un certificat nominatif, soit des scrips nominatifs donnant droit à une action entière en échange de tous les scrips correspondants.

Remplacement

(15.1) À la demande du détenteur d’un certificat pour une fraction d’action ou de scrips pour une fraction d’action émis au porteur avant l’entrée en vigueur du présent paragraphe, la société lui délivre en échange, pour la fraction d’action, un certificat nominatif ou des scrips nominatifs, selon le cas.

 

 

Current to February 11, 2020

  50   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

 

Définitions et dispositions générales

Sections 49-50

 

Articles 49-50

 

Scrip certificates

(16) The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that

(a) the scrip certificates become void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

(b) any shares for which such scrip certificates are exchangeable may, notwithstanding any pre-emptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.

Holder of fractional share

(17) A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless

(a) the fractional share results from a consolidation of shares; or

(b) the articles of the corporation otherwise provide.

Holder of scrip certificate

(18) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate.

R.S., 1985, c. C-44, s. 49; 1991, c. 45, s. 553, c. 47, s. 721; 1994, c. 24, s. 34(F); 2001, c. 14, ss. 30, 135(E); 2011, c. 21, s. 29; 2018, c. 8, s. 8.

Securities records

50 (1) A corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities

(a) the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder;

(b) the number of securities held by each security holder; and

(c) the date and particulars of the issue and transfer of each security.

Central and branch registers

(2) A corporation may appoint an agent or mandatary to maintain a central securities register and branch securities registers.

Scrips

(16) Les administrateurs peuvent assortir les scrips de conditions, notamment les suivantes:

a) ils sont frappés de nullité s’ils ne sont pas échangés avant une date déterminée contre les certificats représentant les actions entières;

b) les actions contre lesquelles ils sont échangeables peuvent, nonobstant tout droit de préemption, faire l’objet, au profit de toute personne, d’une émission dont le produit est distribué, au prorata, aux détenteurs de ces scrips.

Détenteur d’une fraction d’action

(17) Les détenteurs de fractions d’actions émises par la société ne peuvent voter ni recevoir de dividendes que dans l’un ou l’autre des cas suivants:

a) le fractionnement est consécutif à un regroupement d’actions;

b) les statuts de la société le permettent.

Détenteurs de scrips

(18) Les détenteurs de scrips ne peuvent, à ce titre, voter ni recevoir de dividendes.

L.R. (1985), ch. C-44, art. 49; 1991, ch. 45, art. 553, ch. 47, art. 721; 1994, ch. 24, art. 34(F); 2001, ch. 14, art. 30 et 135(A); 2011, ch. 21, art. 29; 2018, ch. 8, art. 8.

Registres des valeurs mobilières

50 (1) La société tient un registre des valeurs mobilières nominatives qu’elle a émises, indiquant pour chaque catégorie ou série:

a) les noms, par ordre alphabétique, et la dernière adresse connue des détenteurs de ces valeurs ou de leurs prédécesseurs;

b) le nombre des valeurs de chaque détenteur;

c) la date et les conditions de l’émission et du transfert de chaque valeur.

Registres central et locaux

(2) La société peut charger un mandataire de tenir, pour les valeurs mobilières, un registre central et des registres locaux.

 

 

Current to February 11, 2020

  51   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

 

Définitions et dispositions générales

Sections 50-51

 

Articles 50-51

 

Place of register

(3) A central securities register shall be maintained by a corporation at its registered office or at any other place in Canada designated by the directors, and any branch securities registers may be kept at any place in or out of Canada designated by the directors.

Effect of registration

(4) Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

Branch register

(5) A branch securities register shall only contain particulars of securities issued or transferred at that branch.

Central register

(6) Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

Destruction of certificates

(7) A corporation, its agent or mandatary, or a trustee as defined in subsection 82(1) is not required to produce

(a) a cancelled security certificate in registered form, an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in registered form six years after the date of its cancellation;

(b) a cancelled security certificate in bearer form or an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

(c) an instrument referred to in subsection 29(1) or a like instrument, irrespective of its form, after the date of its expiration.

R.S., 1985, c. C-44, s. 50; 2011, c. 21, s. 30(E).

Dealings with registered holder

51 (1) A corporation or a trustee defined in subsection 82(1) may, subject to sections 134, 135 and 138, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

Constructive registered holder

(2) Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall,

Lieu de tenue des registres

(3) La société tient le registre central à son siège social ou en tout autre lieu au Canada choisi par les administrateurs qui désignent également le lieu, au Canada ou à l’étranger, où les registres locaux peuvent être tenus.

Effet

(4) Toute mention de l’émission ou du transfert d’une valeur mobilière sur l’un des registres en constitue une inscription complète et valide.

Registres locaux

(5) Les conditions mentionnées dans les registres locaux ne concernent que les valeurs mobilières émises ou transférées à l’endroit en question.

Registre central

(6) Les conditions des émissions ou transferts de valeurs mobilières mentionnées dans un registre local sont également portées au registre central.

Destruction des certificats

(7) La société, ses mandataires ou le fiduciaire visé au paragraphe 82(1) ne sont pas tenus de produire:

a) six ans après leur annulation, les certificats de valeurs mobilières nominatives, les titres visés au paragraphe 29(1) ou les titres nominatifs semblables;

b) après leur annulation, les certificats de valeurs mobilières au porteur, les titres visés au paragraphe 29(1) ou les titres au porteur semblables;

c) après l’expiration de leur délai de validité, les titres visés au paragraphe 29(1) ou les titres semblables quelle que soit leur forme.

L.R. (1985), ch. C-44, art. 50; 2011, ch. 21, art. 30(A).

Relations avec le détenteur inscrit

51 (1) La société ou le fiduciaire visé au paragraphe 82(1) peut, sous réserve des articles 134, 135 et 138, considérer le propriétaire inscrit d’une valeur mobilière comme la seule personne ayant qualité pour voter, recevoir des avis, des intérêts, dividendes ou autres paiements et pour exercer tous les droits et pouvoirs de propriétaire de valeurs mobilières.

Présomption

(2) Nonobstant le paragraphe (1), toute société peut, et celle dont les statuts restreignent le transfert de ses

 

 

Current to February 11, 2020

  52   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

 

Définitions et dispositions générales

Section 51

 

Article 51

 

and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if the person furnishes the corporation with evidence as described in subsection 77(4) that the person is

(a) the heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate or succession of a deceased security holder;

(b) a personal representative of a registered security holder who is an infant, an incapable person or a missing person; or

(c) a liquidator of, or a trustee in bankruptcy for, a registered security holder.

Permissible registered holder

(3) If a person on whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), furnishes proof of the person’s authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the person’s name, the corporation shall treat the person as entitled to exercise those rights or privileges.

Immunity of corporation

(4) A corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder thereof.

Persons less than 18 years of age

(5) If a person who is less than 18 years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the corporation.

Joint holders

(6) A corporation may treat as owner of a security the survivors of persons to whom the security was issued as joint holders, if it receives proof satisfactory to it of the death of any such joint holder.

Transmission of securities

(7) Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a

 

valeurs mobilières doit, considérer comme fondés à exercer les droits du détenteur inscrit d’une valeur mobilière qu’ils représentent, dans la mesure où la preuve prévue au paragraphe 77(4) lui est fournie:

a) l’héritier ou le représentant personnel de la succession d’un détenteur de valeurs mobilières décédé ou le représentant personnel des héritiers de ce dernier;

b) le représentant personnel d’un détenteur inscrit de valeurs mobilières mineur, incapable ou absent;

c) le liquidateur ou le syndic de faillite agissant pour un détenteur inscrit de valeurs mobilières.

Idem

(3) La société doit considérer toute personne non visée au paragraphe (2), à laquelle la propriété de valeurs mobilières est dévolue par l’effet de la loi, comme fondée à exercer, à l’égard des valeurs mobilières de cette société non inscrites à son nom, les droits ou privilèges dans la mesure où elle établit qu’elle a qualité pour les exercer.

Immunité de la société

(4) La société n’est tenue ni de rechercher s’il existe, à la charge soit du détenteur inscrit, soit de la personne considérée en vertu du présent article comme tel ou comme propriétaire de l’une de ses valeurs mobilières, des obligations envers les tiers, ni de veiller à leur exécution.

Mineurs

(5) L’annulation, la réduction des obligations ou la répudiation ultérieure de l’exercice par un particulier de moins de dix-huit ans des droits attachés à la propriété de valeurs mobilières d’une société n’ont pas d’effet contre cette dernière.

Codétenteurs

(6) Lorsqu’une valeur mobilière a été émise au profit de codétenteurs avec gain de survie, la société peut, sur preuve satisfaisante du décès de l’un d’entre eux, considérer les autres comme propriétaires de ladite valeur mobilière.

Transferts de valeurs mobilières

(7) Sous réserve de toute loi fiscale applicable, les personnes visées à l’alinéa (2)a) sont fondées à devenir détenteurs inscrits, ou à les désigner, sur remise à la société ou à son agent de transfert, avec les assurances

 

 

Current to February 11, 2020

  53   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

 

Définitions et dispositions générales

Section 51

 

Article 51

 

registered holder, if the person deposits with the corporation or its transfer agent

(a) the original grant of probate, of letters of administration or, in Quebec, of the probate of the will or of the notarial minutes of the probate, or a copy certified to be a true copy of one of those documents by

(i) the court that granted the probate or letters of administration, or the notary who prepared the minutes of the probate,

(ii) a trust company incorporated under the laws of Canada or a province, or

(iii) a lawyer or notary acting on behalf of the person referred to in paragraph (2)(a), or

(b) in the case of transmission by notarial will in Quebec, an authentic copy established in accordance with the laws of that province,

together with

(c) an affidavit or declaration of transmission made by a person referred to in paragraph (2)(a), stating the particulars of the transmission, and

(d) the security certificate that was owned by the deceased holder

(i) in case of a transfer to a person referred to in paragraph (2)(a), with or without the endorsement of that person, and

(ii) in case of a transfer to any other person, endorsed in accordance with section 65,

and accompanied by any assurance the corporation may require under section 77.

Excepted transmissions

(8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration or the probate of the will or the notarial minutes of the probate in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent

(a) the security certificate that was owned by the deceased holder; and

que la société peut exiger en vertu de l’article 77, des documents suivants:

a) l’original, au Québec, du jugement en vérification de testament ou du procès-verbal notarié de vérification, ou, ailleurs qu’au Québec, des lettres d’homologation ou des lettres d’administration, ou une copie certifiée conforme de l’un de ces documents par:

(i) soit le tribunal qui a prononcé le jugement ou délivré les lettres d’homologation ou d’administration ou le notaire qui a dressé le procès-verbal,

(ii) soit une société de fiducie constituée en vertu des lois fédérales ou provinciales,

(iii) soit un avocat ou un notaire agissant pour le compte de la personne visée à l’alinéa (2)a);

b) en cas de transmission par testament notarié au Québec, une copie authentique de ce testament établie conformément aux lois de cette province;

c) un affidavit ou une déclaration, établi par l’une des personnes visées à l’alinéa (2)a) et énonçant les conditions de la transmission;

d) les certificats de valeurs mobilières du détenteur décédé:

(i) dans le cas d’un transfert à l’une des personnes visées à l’alinéa (2)a), endossés ou non par cette personne,

(ii) dans le cas d’un transfert à une autre personne, endossés en conformité avec l’article 65.

Transmissions

(8) Malgré le paragraphe (7), le représentant personnel du détenteur décédé de valeurs mobilières dont la transmission est régie par une loi n’exigeant pas de jugement en vérification de testament, de procès-verbal notarié de vérification ou de lettres d’homologation ou d’administration, est fondé, sous réserve de toute loi fiscale applicable, à devenir détenteur inscrit, ou à le désigner, sur remise à la société ou à son agent de transfert des documents suivants:

a) les certificats de valeurs mobilières du détenteur décédé;

b) une preuve raisonnable des lois applicables, des droits ou intérêts du détenteur décédé sur ces valeurs

 

 

Current to February 11, 2020

  54   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

 

Définitions et dispositions générales

Sections 51-53

 

Articles 51-53

 

(b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.

Right of corporation

(9) Deposit of the documents required by subsection (7) or (8) empowers a corporation or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph (2)(a) or to such person as the person referred to in that paragraph may designate and, thereafter, to treat the person who thus becomes a registered holder as the owner of those securities.

R.S., 1985, c. C-44, s. 51; 2001, c. 14, ss. 31, 135(E); 2011, c. 21, s. 31; 2018, c. 8, s. 9(E).

Overissue

52 (1) The provisions of this Part that validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue, but

(a) if a valid security, similar in all respects to the security involved in the overissue, is reasonably available for purchase, the person entitled to the validation or issue may compel the issuer to purchase and deliver such a security against surrender of the security that the person holds;

(b) if a valid security, similar in all respects to the security involved in the overissue, is not reasonably available for purchase, the person entitled to the validation or issue may recover from the issuer an amount equal to the price the last purchaser for value paid for the invalid security.

Retroactive validation

(2) When an issuer amends its articles or a trust indenture to which it is a party to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the securities overissued, the securities so overissued are valid from the date of their issue.

Payment not a purchase or redemption

(3) A purchase or payment by an issuer under subsection (1) is not a purchase or payment to which section 34, 35, 36 or 39 applies.

R.S., 1985, c. C-44, s. 52; 2001, c. 14, s. 135(E).

Burden of proof

53 In an action on a security,

mobilières et du droit du représentant personnel ou de la personne qu’il désigne d’en devenir le détenteur inscrit.

Droit de la société

(9) Le dépôt des documents exigés aux paragraphes (7) ou (8) donne, à la société ou à son agent de transfert, le pouvoir de mentionner au registre des valeurs mobilières la transmission de valeurs mobilières du détenteur décédé à l’une des personnes visées à l’alinéa (2)a) ou à la personne qu’elles peuvent désigner et, par la suite, de considérer la personne qui en devient détenteur inscrit comme leur propriétaire.

L.R. (1985), ch. C-44, art. 51; 2001, ch. 14, art. 31 et 135(A); 2011, ch. 21, art. 31; 2018, ch. 8, art. 9(A).

Émission excédentaire

52 (1) L’application des dispositions de la présente partie validant des valeurs mobilières ou en imposant l’émission ou la réémission ne saurait engendrer une émission excédentaire; toutefois, les personnes habiles à réclamer cette application peuvent, selon qu’il est possible ou non d’acquérir des valeurs mobilières identiques à celles qui sont en cause dans l’émission excédentaire, respectivement:

a) contraindre l’émetteur à les acquérir et à les lui livrer sur remise de celles qu’elles détiennent;

b) recouvrer de l’émetteur une somme égale au prix payé par le dernier acquéreur contre valeur des valeurs mobilières non valides.

Validation rétroactive

(2) Les valeurs mobilières émises en excédent sont valides et autorisées à compter de la date d’émission, si l’émetteur modifie en conséquence ses statuts ou tout acte de fiducie auquel il est partie.

Absence d’achat et de rachat

(3) Les articles 34, 35, 36 ou 39 ne s’appliquent ni à l’acquisition ni au paiement qu’effectue un émetteur en vertu du paragraphe (1).

L.R. (1985), ch. C-44, art. 52; 2001, ch. 14, art. 135(A).

Charge de la preuve

53 Dans tout procès portant sur des valeurs mobilières:

 

 

Current to February 11, 2020

  55   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Interpretation and General

 

Définitions et dispositions générales

Sections 53-55

 

Articles 53-55

 

(a) unless specifically denied in the pleadings, each signature on the security or in a necessary endorsement is admitted;

(b) a signature on the security is presumed to be genuine and authorized but, if the effectiveness of the signature is put in issue, the burden of establishing that it is genuine and authorized is on the party claiming under the signature;

(c) if a signature is admitted or established, production of the instrument entitles a holder to recover on it unless the defendant establishes a defence or a defect going to the validity of the security; and

(d) if the defendant establishes that a defence or defect exists, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or some person under whom the plaintiff claims.

R.S., 1985, c. C-44, s. 53; 2001, c. 14, s. 135(E).

Securities fungible

54 Unless otherwise agreed and subject to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or to any applicable stock exchange rule, a person required to deliver securities may deliver any security of the specified issue.

R.S., 1985, c. C-44, s. 54; 2001, c. 14, s. 135(E); 2018, c. 8, s. 10.

Issue — Issuer

Notice of defect

55 (1) Even against a purchaser for value without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated in it by reference to another instrument or act, statute, rule, regulation or order to the extent that the terms so incorporated do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even though the security expressly states that a person accepting it admits the notice.

Purchaser for value

(2) A security is valid in the hands of a purchaser for value without notice of any defect going to its validity.

a) à défaut de contestation expresse dans les actes de procédure, les signatures figurant sur ces valeurs ou les endossements obligatoires sont admises sans autre preuve;

b) les signatures figurant sur ces valeurs mobilières sont présumées être authentiques et autorisées, à charge pour la partie qui s’en prévaut de l’établir en cas de contestation;

c) sur production des titres dont la signature est admise ou prouvée, leur détenteur obtient gain de cause, sauf si le défendeur soulève un moyen de défense ou l’existence d’un vice mettant en cause la validité de ces valeurs;

d) il incombe au demandeur de prouver l’inopposabilité, à lui-même ou aux personnes dont il invoque les droits, des moyens de défense ou du vice dont le défendeur établit l’existence.

L.R. (1985), ch. C-44, art. 53; 2001, ch. 14, art. 135(A).

Valeurs mobilières fongibles

54 Sauf convention à l’effet contraire et sous réserve de toute disposition de la présente loi, de toute autre loi fédérale, de toute loi provinciale ou de tout règlement pris en vertu de telles lois ou de toute règle d’une bourse qui s’applique, la personne tenue de livrer des valeurs mobilières peut livrer n’importe quelles valeurs de l’émission spécifiée.

L.R. (1985), ch. C-44, art. 54; 2001, ch. 14, art. 135(A); 2018, ch. 8, art. 10.

Émission — Émetteur

Avis du vice

55 (1) Les modalités d’une valeur mobilière comprennent celles qui y sont énoncées et celles qui, dans la mesure où elles sont compatibles avec les précédentes, y sont rattachées par renvoi à tout autre acte, loi, règle, règlement ou ordonnance, ce renvoi ne constituant pas en lui-même pour l’acquéreur contre valeur l’avis de l’existence d’un vice mettant en cause la validité de la valeur, même si celle-ci énonce expressément que la personne qui l’accepte admet l’existence de cet avis.

Acheteur

(2) La valeur mobilière est valide entre les mains de tout acquéreur contre valeur, non avisé de l’existence d’un vice mettant en cause sa validité.

 

 

Current to February 11, 2020

  56   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Issue — Issuer

 

Émission — Émetteur

Sections 55-58

 

Articles 55-58

 

Lack of genuineness

(3) Subject to section 57, the fact that a security is not genuine is a complete defence even against a purchaser for value without notice.

Ineffective defences

(4) All other defences of an issuer, including non-delivery and conditional delivery of a security, are ineffective against a purchaser for value without notice of the particular defence.

R.S., 1985, c. C-44, s. 55; 2011, c. 21, s. 32(E).

Staleness as notice of defect

56 After an event that creates a right to immediate performance of the principal obligation evidenced by a security, or that sets a date on or after which a security is to be presented or surrendered for redemption or exchange, a purchaser is deemed to have notice of any defect in its issue or of any defence of the issuer,

(a) if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and such money or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or

(b) if the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which such performance became due.

R.S., 1985, c. C-44, s. 56; 2001, c. 14, s. 135(E).

Unauthorized signature

57 An unauthorized signature on a security before or in the course of its issue is ineffective, except that the signature is effective in favour of a purchaser for value and without notice of the lack of authority, if the signing has been done by

(a) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, or of similar securities, or their immediate preparation for signing; or

(b) an employee of the issuer or of a person referred to in paragraph (a) who in the ordinary course of their duties handles the security.

R.S., 1985, c. C-44, s. 57; 2001, c. 14, s. 135(E).

Completion or alteration

58 (1) Where a security contains the signatures necessary for its issue or transfer but is incomplete in any other respect,

Défaut d’authenticité

(3) Sous réserve de l’article 57, le défaut d’authenticité d’une valeur mobilière constitue un moyen de défense péremptoire, même contre l’acquéreur contre valeur, non avisé.

Défenses irrecevables

(4) L’émetteur ne peut opposer à l’acquéreur contre valeur, non avisé, aucun autre moyen de défense, y compris l’absence de livraison ou la livraison sous condition d’une valeur mobilière.

L.R. (1985), ch. C-44, art. 55; 2011, ch. 21, art. 32(A).

Présomption de connaissance d’un vice

56 À la survenance de tout événement ouvrant droit à l’exécution immédiate des obligations principales attestées dans des valeurs mobilières ou permettant de fixer la date de présentation ou de remise de valeurs mobilières pour rachat ou échange, sont présumés connaître tout défaut relatif à leur émission ou tout moyen de défense opposé par l’émetteur, les acquéreurs qui prennent ces valeurs:

a) plus d’un an après la date où, sur présentation ou remise de ces valeurs, les fonds à verser ou les valeurs à livrer en raison de la survenance de l’événement sont disponibles;

b) plus de deux ans après la date, soit de présentation ou de livraison, soit d’exécution prévue pour l’obligation principale.

L.R. (1985), ch. C-44, art. 56; 2001, ch. 14, art. 135(A).

Signature non autorisée

57 Les signatures non autorisées apposées sur les valeurs mobilières avant ou pendant une émission sont sans effet sauf à l’égard de l’acquéreur contre valeur, non avisé de ce défaut, si elles émanent:

a) d’une personne chargée, soit, par l’émetteur, de signer ces valeurs ou des valeurs analogues ou d’en préparer directement la signature, soit d’en reconnaître l’authenticité, notamment un fiduciaire ou un agent d’inscription ou de transfert;

b) d’un employé de l’émetteur ou d’une personne visée à l’alinéa a) qui, dans le cadre normal de ses fonctions, a eu ou a cette valeur en main.

L.R. (1985), ch. C-44, art. 57; 2001, ch. 14, art. 135(A).

Valeur mobilière à compléter

58 (1) Les valeurs mobilières revêtues des signatures requises pour leur émission ou leur transfert, mais ne portant pas d’autres mentions nécessaires:

 

 

Current to February 11, 2020

  57   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Issue — Issuer

 

Émission — Émetteur

Sections 58-60

 

Articles 58-60

 

(a) any person may complete it by filling in the blanks in accordance with their authority; and

(b) notwithstanding that the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of such incorrectness.

Enforceability

(2) A completed security that has been improperly altered, even if fraudulently altered, remains enforceable but only according to its original terms.

R.S., 1985, c. C-44, s. 58; 2001, c. 14, s. 135(E).

Warranties of agents

59 (1) A person signing a security as authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security warrants to a purchaser for value without notice that

(a) the security is genuine;

(b) the person’s acts in connection with the issue of the security are within their authority; and

(c) the person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue.

Limitation of liability

(2) Unless otherwise agreed, a person referred to in subsection (1) does not assume any further liability for the validity of a security.

R.S., 1985, c. C-44, s. 59; 2001, c. 14, s. 135(E).

Purchase

Title of purchaser

60 (1) On delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim does not improve their position by taking from a later bona fide purchaser.

Title of bona fide purchaser

(2) A bona fide purchaser, in addition to acquiring the rights of a purchaser, also acquires the security free from any adverse claim.

a) peuvent être complétées par toute personne qui a le pouvoir d’en remplir les blancs;

b) même si les blancs sont mal remplis, produisent leurs effets en faveur des acquéreurs contre valeur, non avisés de ce défaut.

Force exécutoire

(2) Les valeurs mobilières, irrégulièrement voire frauduleusement modifiées, ne peuvent produire leurs effets que conformément à leurs modalités initiales.

L.R. (1985), ch. C-44, art. 58; 2001, ch. 14, art. 135(A).

Garanties des mandataires

59 (1) Les personnes chargées, soit, par l’émetteur, de signer une valeur mobilière, soit d’en reconnaître l’authenticité, notamment les fiduciaires ou les agents d’inscription ou de transfert, garantissent, par leur signature:

a) l’authenticité de cette valeur;

b) leur pouvoir d’agir dans le cadre de l’émission de cette valeur;

c) l’existence de bonnes raisons de croire que l’émetteur était autorisé à émettre sous cette forme une valeur de ce montant,

à l’acquéreur contre valeur, non avisé d’irrégularités à ce sujet.

Limite de la responsabilité

(2) Sauf convention à l’effet contraire, les personnes visées au paragraphe (1) n’assument aucune autre responsabilité quant à la validité d’une valeur mobilière.

L.R. (1985), ch. C-44, art. 59; 2001, ch. 14, art. 135(A).

Acquisition

Titre de l’acquéreur

60 (1) Dès livraison de la valeur mobilière, les droits transmissibles du cédant passent à l’acquéreur, mais le fait de détenir une valeur d’un acheteur de bonne foi ne saurait modifier la situation du cessionnaire qui a participé à une fraude ou à un acte illégal mettant en cause la validité de cette valeur ou qui, en tant qu’ancien détenteur, connaissait l’existence d’une opposition.

Titre de l’acheteur de bonne foi

(2) L’acheteur de bonne foi acquiert, outre les droits de l’acquéreur, la valeur mobilière libre de toute opposition.

 

 

Current to February 11, 2020

  58   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Sections 60-63

 

Articles 60-63

 

Limitation of the purchase

(3) A purchaser acquires rights only to the extent of the interest or right purchased.

R.S., 1985, c. C-44, s. 60; 2001, c. 14, s. 135(E); 2011, c. 21, s. 33(E).

Deemed notice of adverse claim

61 (1) A purchaser of a security, or any broker for a seller or purchaser, is deemed to have notice of an adverse claim if

(a) the security, whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or

(b) the security is in bearer form and has on it a statement that it is the property of a person other than the transferor, except that the mere writing of a name on a security is not such a statement.

Notice of fiduciary duty

(2) Notwithstanding that a purchaser, or any broker for a seller or purchaser, has notice that a security is held for a third person or is registered in the name of or endorsed by a fiduciary, they have no duty to inquire into the rightfulness of the transfer and have no notice of an adverse claim, except that where they know that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty, the purchaser or broker is deemed to have notice of an adverse claim.

R.S., 1985, c. C-44, s. 61; 2001, c. 14, s. 135(E).

Staleness as notice of adverse claim

62 An event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange is not of itself notice of an adverse claim, except in the case of a purchase

(a) after one year from any date set for such presentation or surrender for redemption or exchange; or

(b) after six months from any date set for payment of money against presentation or surrender of the security if funds are available for payment on that date.

1974-75-76, c. 33, s. 58; 1978-79, c. 9, s. 1(F).

Warranties to issuer

63 (1) A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of

Droits limités

(3) L’acquéreur n’acquiert de droits que dans les limites de son acquisition.

L.R. (1985), ch. C-44, art. 60; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 33(A).

Présomption d’opposition

61 (1) Sont réputés avisés de l’existence d’oppositions les courtiers ou acquéreurs des valeurs mobilières:

a) endossées « pour recouvrement », « pour remise » ou à toute fin n’emportant pas transfert;

b) au porteur revêtues d’une mention, autre que la simple inscription d’un nom, selon laquelle l’auteur du transfert n’en est pas propriétaire.

Avis du mandat d’un représentant

(2) L’acquéreur ou le courtier, avisé de la détention d’une valeur mobilière pour le compte d’un tiers, de son inscription au nom d’un représentant ou de son endossement par ce dernier, n’est ni tenu de s’enquérir de la régularité du transfert ni réputé être avisé de l’existence d’une opposition; cependant l’acquéreur qui sait que le représentant agit en violation de son mandat, notamment en utilisant la contrepartie ou en effectuant l’opération, à des fins personnelles, est réputé avisé de l’existence d’une opposition.

L.R. (1985), ch. C-44, art. 61; 2001, ch. 14, art. 135(A).

Péremption valant avis d’opposition

62 Tout événement ouvrant droit à l’exécution immédiate des obligations principales attestées dans des valeurs mobilières ou permettant de fixer la date de présentation ou de remise de ces valeurs pour rachat ou échange ne constitue pas en lui-même l’avis de l’existence d’une opposition, sauf dans le cas d’une acquisition effectuée:

a) soit plus d’un an après cette date;

b) soit plus de six mois après la date où les fonds, s’ils sont disponibles, doivent être versés sur présentation ou remise de ces valeurs.

1974-75-76, ch. 33, art. 58; 1978-79, ch. 9, art. 1(F).

Garanties à l’émetteur

63 (1) La personne qui présente une valeur mobilière pour inscription de son transfert, pour paiement ou pour échange garantit à l’émetteur le bien-fondé de sa demande; toutefois, l’acquéreur contre valeur, non avisé de l’existence d’une opposition, qui reçoit une valeur mobilière soit nouvelle, soit réémise ou réinscrite,

 

 

Current to February 11, 2020

  59   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Sections 63-64

 

Articles 63-64

 

transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement.

Warranties to purchaser

(2) A person by transferring a security to a purchaser for value warrants only that

(a) the transfer is effective and rightful;

(b) the security is genuine and has not been materially altered; and

(c) the person knows of nothing that might impair the validity of the security.

Warranties of intermediary

(3) Where a security is delivered by an intermediary known by the purchaser to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim to be collected against such delivery, the intermediary by such delivery warrants only the intermediary’s good faith and authority even if the intermediary has purchased or made advances against the draft or other claim to be collected against the delivery.

Warranties of pledgee

(4) A pledgee or other holder for purposes of security who redelivers a security received, or after payment and on order of the debtor delivers that security to a third person, gives only the warranties of an intermediary under subsection (3).

Warranties of broker

(5) A broker gives to a customer, to the issuer or to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the customer and warranties given in favour of the customer.

R.S., 1985, c. C-44, s. 63; 2001, c. 14, s. 135(E); 2011, c. 21, s. 34(E).

Right to compel endorsement

64 When a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.

R.S., 1985, c. C-44, s. 64; 2001, c. 14, s. 135(E).

garantit seulement, dès l’inscription du transfert, l’inexistence, à sa connaissance, de signatures non autorisées lors d’endossements obligatoires.

Garanties à l’acquéreur contre valeur

(2) La personne qui transfère la valeur mobilière à l’acquéreur contre valeur garantit seulement:

a) la régularité et le caractère effectif de ce transfert;

b) l’authenticité de la valeur mobilière et l’absence d’altérations importantes;

c) l’inexistence, à sa connaissance, de vices mettant en cause la validité de cette valeur.

Garanties de l’intermédiaire

(3) L’intermédiaire qui, au su de l’acquéreur, est chargé de livrer une valeur mobilière pour le compte d’une autre personne ou en recouvrement d’une créance, notamment une traite, garantit, par la livraison, seulement sa propre bonne foi et sa qualité pour agir, même s’il a consenti ou souscrit des avances sur cette créance.

Garanties du créancier gagiste

(4) Le détenteur à titre de garantie, y compris le créancier gagiste, qui, après paiement et sur ordre du débiteur, livre à un tiers la valeur mobilière qu’il a reçue, ne donne que les garanties de l’intermédiaire, prévues au paragraphe (3).

Garanties du courtier

(5) Le courtier donne à son client, à l’émetteur ou à l’acquéreur les garanties prévues au présent article et jouit des droits et privilèges que ledit article confère à l’acquéreur; les garanties que donne ou dont bénéficie le courtier agissant comme mandataire s’ajoutent aux garanties que donne ou dont bénéficie son client.

L.R. (1985), ch. C-44, art. 63; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 34(A).

Droit d’exiger l’endossement

64 Le transfert d’une valeur mobilière nominative livrée sans l’endossement obligatoire est parfait à l’égard du cédant dès la livraison, mais l’acquéreur ne devient acheteur de bonne foi qu’après l’endossement qu’il peut formellement exiger.

L.R. (1985), ch. C-44, art. 64; 2001, ch. 14, art. 135(A).

 

 

Current to February 11, 2020

  60   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Section 65

 

Article 65

 

Definition of appropriate person

65 (1) In this section, appropriate person means

(a) the person specified by the security or by special endorsement to be entitled to the security;

(b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or the person’s successor;

(c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed or qualified;

(d) if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary;

(e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death all cannot sign, the survivor or survivors;

(f) a person having power to sign under applicable law or a power of attorney; or

(g) to the extent that a person described in paragraphs (a) to (f) may act through an agent or mandatary, the authorized agent or mandatary.

Determining appropriate person

(2) Whether the person signing is an appropriate person is determined as of the time of signing and an endorsement by such a person does not become unauthorized for the purposes of this Part by reason of any subsequent change of circumstances.

Endorsement

(3) An endorsement of a security in registered form is made when an appropriate person signs, either on the security or on a separate document, an assignment or transfer of the security or a power to assign or transfer it, or when the signature of an appropriate person is written without more on the back of the security.

Special or blank

(4) An endorsement may be special or in blank.

Blank endorsement

(5) An endorsement in blank includes an endorsement to bearer.

Définition de personne compétente

65 (1) Au présent article, personne compétente désigne:

a) le titulaire de la valeur mobilière, mentionné dans celle-ci ou dans un endossement nominatif;

b) la personne visée à l’alinéa a) désignée en qualité de représentant, mais qui n’agit plus en cette qualité ou son successeur;

c) tout représentant dont le nom figure parmi ceux qui sont mentionnés sur la valeur mobilière ou l’endossement visé à l’alinéa a), indépendamment de la présence d’un successeur nommé ou agissant à la place de ceux qui n’ont plus qualité;

d) le représentant de la personne visée à l’alinéa a) si celle-ci est un particulier décédé, mineur ou incapable;

e) tout survivant parmi les bénéficiaires avec gain de survie nommés dans la valeur mobilière ou l’endossement mentionné à l’alinéa a);

f) la personne qui a le pouvoir de signer en vertu de la loi applicable ou d’une procuration;

g) le mandataire autorisé des personnes visées aux alinéas a) à f) dans la mesure où elles ont qualité de désigner un mandataire.

Appréciation de l’état de personne compétente

(2) La question de la compétence des signataires se règle au moment de la signature et aucune modification des circonstances ne peut rendre un endossement non autorisé au sens de la présente partie.

Endossement

(3) L’endossement d’une valeur mobilière nominative aux fins de cession ou de transfert se fait par l’apposition, soit à l’endos de cette valeur sans autre formalité, soit sur un document distinct ou sur une procuration à cet effet, de la signature d’une personne compétente.

Endossement nominatif ou en blanc

(4) L’endossement peut être nominatif ou en blanc.

Endossement en blanc

(5) L’endossement au porteur est assimilé à l’endossement en blanc.

 

 

Current to February 11, 2020

  61   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Sections 65-68

 

Articles 65-68

 

Special endorsement

(6) A special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it.

Right of holder

(7) A holder may convert an endorsement in blank into a special endorsement.

Immunity of endorser

(8) Unless otherwise agreed, the endorser assumes no obligation that the security will be honoured by the issuer.

Partial endorsement

(9) An endorsement purporting to be only of part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.

Failure of fiduciary to comply

(10) Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

R.S., 1985, c. C-44, s. 65; 2001, c. 14, ss. 32(E), 135(E); 2011, c. 21, s. 35(E); 2018, c. 8, s. 11.

Effect of endorsement without delivery

66 An endorsement of a security whether special or in blank does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and that document.

1974-75-76, c. 33, s. 62; 1978-79, c. 9, s. 1(F).

Endorsement in bearer form

67 An endorsement of a security in bearer form may give notice of an adverse claim under section 61 but does not otherwise affect any right to registration that the holder has.

1974-75-76, c. 33, s. 63; 1978-79, c. 9, s. 1(F).

Effect of unauthorized endorsement

68 (1) The owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value without notice of an adverse claim who has in good faith received a new, reissued or re-registered security on registration of transfer, unless the owner

Endossement nominatif

(6) L’endossement nominatif désigne soit le cessionnaire, soit la personne qui a le pouvoir de transférer la valeur mobilière.

Droit du détenteur

(7) Le détenteur peut convertir l’endossement en blanc en endossement nominatif.

Absence de responsabilité de l’endosseur

(8) Sauf convention à l’effet contraire, l’endosseur ne garantit pas que l’émetteur honorera la valeur mobilière.

Endossement partiel

(9) L’endossement apparemment effectué pour une partie d’une valeur mobilière représentant des unités que l’émetteur avait l’intention de rendre transférables séparément n’a d’effet que dans cette mesure.

Fautes du représentant

(10) Ne constitue pas un endossement non autorisé au sens de la présente partie celui qu’effectue le représentant qui ne se conforme pas à l’acte qui l’habilite ou aux lois régissant son statut de représentant, notamment la loi qui lui impose de faire approuver judiciairement le transfert.

L.R. (1985), ch. C-44, art. 65; 2001, ch. 14, art. 32(A) et 135(A); 2011, ch. 21, art. 35(A); 2018, ch. 8, art. 11.

Effet de l’endossement sans livraison

66 L’endossement d’une valeur mobilière n’emporte son transfert que lors de la livraison de cette valeur et, le cas échéant, du document distinct le constatant.

1974-75-76, ch. 33, art. 62; 1978-79, ch. 9, art. 1(F).

Endossement au porteur

67 L’endossement au porteur d’une valeur mobilière peut constituer l’avis de l’opposition prévue à l’article 61, mais ne porte pas autrement atteinte aux droits du détenteur à l’inscription.

1974-75-76, ch. 33, art. 63; 1978-79, ch. 9, art. 1(F).

Effet d’un endossement non autorisé

68 (1) Le propriétaire d’une valeur mobilière peut opposer l’invalidité d’un endossement à l’émetteur ou à tout acquéreur, à l’exception de l’acquéreur contre valeur, non avisé de l’existence d’oppositions, qui a reçu de bonne foi, lors d’un transfert, une valeur mobilière soit nouvelle, soit réémise ou réinscrite, sauf:

 

 

Current to February 11, 2020

  62   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Sections 68-70

 

Articles 68-70

 

(a) has ratified an unauthorized endorsement of the security; or

(b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement.

Liability of issuer

(2) An issuer who registers the transfer of a security on an unauthorized endorsement is liable for improper registration.

1974-75-76, c. 33, s. 64; 1978-79, c. 9, s. 1(F).

Warranties of guarantor of signature

69 (1) A person who guarantees a signature of an endorser of a security warrants that at the time of signing

(a) the signature was genuine;

(b) the signer was an appropriate person as defined in section 65 to endorse; and

(c) the signer had legal capacity to sign.

Limitation of liability

(2) A person who guarantees a signature of an endorser does not otherwise warrant the rightfulness of the particular transfer.

Warranties of guarantor of endorsement

(3) A person who guarantees an endorsement of a security warrants both the signature and the rightfulness of the transfer in all respects, but an issuer may not require a guarantee of endorsement as a condition to registration of transfer.

Extent of liability

(4) The warranties referred to in this section are made to any person taking or dealing with the security relying on the guarantee and the guarantor is liable to such person for any loss resulting from breach of warranty.

1974-75-76, c. 33, s. 65; 1978-79, c. 9, s. 1(F).

Constructive delivery of a security

70 (1) Delivery to a purchaser occurs when

(a) the purchaser or a person designated by the purchaser acquires possession of a security;

(b) the broker of the purchaser acquires possession of a security specially endorsed to or issued in the name of the purchaser;

(c) the broker of the purchaser sends the purchaser confirmation of the purchase and identifies in a record a specific security as belonging to the purchaser; or

a) s’il a ratifié un endossement non autorisé de cette valeur;

b) s’il est par ailleurs privé du droit de contester la validité d’un endossement non autorisé.

Responsabilité de l’émetteur

(2) L’émetteur engage sa responsabilité en procédant à l’inscription du transfert d’une valeur mobilière à la suite d’un endossement non autorisé.

1974-75-76, ch. 33, art. 64; 1978-79, ch. 9, art. 1(F).

Garantie de la signature

69 (1) La personne qui garantit la signature de l’endosseur d’une valeur mobilière atteste, au moment où elle a été donnée:

a) son authenticité;

b) la compétence du signataire, au sens de l’article 65;

c) la capacité juridique du signataire.

Limite de la responsabilité

(2) La personne qui atteste la signature de l’endosseur ne garantit pas la régularité du transfert.

Garantie de l’endossement

(3) La personne qui garantit l’endossement d’une valeur mobilière atteste la régularité tant de la signature que du transfert; toutefois, l’émetteur ne peut exiger une garantie d’endossement comme condition de l’inscription du transfert.

Étendue de la responsabilité

(4) Les garanties visées au présent article sont données aux personnes qui négocient des valeurs mobilières sur la foi de garanties, le garant étant responsable des dommages causés par tout manquement en ce domaine.

1974-75-76, ch. 33, art. 65; 1978-79, ch. 9, art. 1(F).

Présomption de livraison

70 (1) Il y a livraison des valeurs mobilières à l’acquéreur dès que, selon le cas:

a) lui-même ou la personne qu’il désigne en prend possession;

b) son courtier en prend possession, qu’elles soient émises au nom de l’acquéreur ou endossées nominativement à son profit;

 

 

Current to February 11, 2020

  63   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Sections 70-71

 

Articles 70-71

 

(d) with respect to an identified security to be delivered while still in the possession of a third person, that person acknowledges holding it for the purchaser.

Constructive ownership

(2) A purchaser is the owner of a security that a broker holds for the purchaser, but is not a holder except in the cases referred to in paragraphs (1)(b) and (c).

Ownership of part of fungible bulk

(3) If a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate share in the fungible bulk.

Notice to broker

(4) Notice of an adverse claim received by a broker or by a purchaser after the broker takes delivery as a holder for value is not effective against the broker or the purchaser, except that, as between the broker and the purchaser, the purchaser may demand delivery of an equivalent security as to which no notice of an adverse claim has been received.

R.S., 1985, c. C-44, s. 70; 2001, c. 14, s. 135(E); 2011, c. 21, s. 36(E).

Delivery of security

71 (1) Unless otherwise agreed, if a sale of a security is made on an exchange or otherwise through brokers,

(a) the selling customer fulfils their duty to deliver by delivering the security to the selling broker or to a person designated by the selling broker or by causing an acknowledgment to be made to the selling broker that it is held for the selling broker; and

(b) the selling broker, including a correspondent broker, acting for a selling customer fulfils their duty to deliver by delivering the security or a like security to the buying broker or to a person designated by the buying broker or by effecting clearance of the sale in accordance with the rules of the exchange on which the transaction took place.

Duty to deliver

(2) Subject to this section and unless otherwise agreed, a transferor’s duty to deliver a security under a contract of purchase is not fulfilled until the transferor delivers the security in negotiable form to the purchaser or to a person designated by the purchaser, or causes an acknowledgment to be made to the purchaser that the security is held for the purchaser.

c) son courtier lui envoie confirmation de l’acquisition et les identifie, dans ses registres, comme appartenant à l’acquéreur;

d) un tiers reconnaît qu’il détient pour l’acquéreur ces valeurs identifiées et à livrer.

Présomption de propriété

(2) L’acquéreur est propriétaire des valeurs mobilières que détient pour lui son courtier, mais n’en est détenteur que dans les cas prévus aux alinéas (1)b) et c).

Propriété d’une partie d’un ensemble fongible

(3) L’acquéreur d’une valeur mobilière faisant partie d’un ensemble fongible prend une participation proportionnelle dans cet ensemble.

Avis au courtier

(4) L’avis d’opposition n’est pas opposable à l’acquéreur ou au courtier qui le reçoit après que le courtier a pris livraison de la valeur mobilière à titre onéreux; toutefois, l’acquéreur peut exiger du courtier la livraison d’une valeur mobilière équivalente qui n’a fait l’objet d’aucun avis d’opposition.

L.R. (1985), ch. C-44, art. 70; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 36(A).

Livraison d’une valeur mobilière

71 (1) Sauf convention à l’effet contraire, en cas de vente d’une valeur mobilière par l’intermédiaire de courtiers et notamment sur un marché boursier:

a) le vendeur satisfait à son obligation de livrer soit en livrant cette valeur au courtier vendeur ou à la personne qu’il désigne, soit en l’informant qu’elle est détenue pour son compte;

b) le courtier vendeur, y compris son correspondant, agissant pour le compte du vendeur, satisfait à son obligation de livrer soit en livrant cette valeur ou une valeur semblable au courtier acheteur ou à la personne que celui-ci désigne, soit en effectuant la compensation de la vente en conformité avec les règles de la place.

Obligation de livrer

(2) Sauf disposition contraire du présent article ou d’une convention, le cédant ne satisfait à son obligation de livrer, découlant d’un contrat d’acquisition, que sur livraison de la valeur mobilière sous forme négociable soit à l’acquéreur, soit à la personne qu’il désigne, soit sur avertissement donné à l’acquéreur de la détention de cette valeur pour son compte.

 

 

Current to February 11, 2020

  64   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Sections 71-74

 

Articles 71-74

 

Delivery to broker

(3) A sale to a broker purchasing for the broker’s own account is subject to subsection (2) and not subsection (1), unless the sale is made on a stock exchange.

R.S., 1985, c. C-44, s. 71; 2001, c. 14, s. 135(E).

Right to reclaim possession

72 (1) A person against whom the transfer of a security is wrongful for any reason, including incapacity, may against anyone except a bona fide purchaser reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights or claim damages.

Recovery if unauthorized endorsement

(2) If the transfer of a security is wrongful by reason of an unauthorized endorsement, the owner may reclaim possession of the security or a new security even from a bona fide purchaser if the ineffectiveness of the purported endorsement may be asserted against such purchaser under section 68.

Remedies

(3) The right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded or, in Quebec, sequestrated pending litigation.

R.S., 1985, c. C-44, s. 72; 2001, c. 14, s. 135(E); 2011, c. 21, s. 37(E).

Right to requisites for registration

73 (1) Unless otherwise agreed, a transferor shall on demand supply a purchaser with proof of authority to transfer or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value a transferor need not do so unless the purchaser pays the reasonable and necessary costs of the proof and transfer.

Rescission of transfer

(2) If the transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer.

R.S., 1985, c. C-44, s. 73; 2001, c. 14, s. 135(E).

Seizure of security

74 No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.

R.S., 1985, c. C-44, s. 74; 2011, c. 21, s. 38.

Livraison au courtier

(3) La vente à un courtier pour son propre compte est assujettie au paragraphe (2) et non au paragraphe (1), sauf si elle est effectuée à une bourse.

L.R. (1985), ch. C-44, art. 71; 2001, ch. 14, art. 135(A).

Droit de demander la remise en possession

72 (1) La personne à laquelle le transfert d’une valeur mobilière cause un préjudice, notamment en raison de son incapacité, peut réclamer, sauf à l’acheteur de bonne foi, soit la possession de cette valeur ou d’une nouvelle valeur attestant tout ou partie des mêmes droits, soit des dommages-intérêts.

Remise en possession en cas d’endossement non autorisé

(2) Le propriétaire d’une valeur mobilière à qui le transfert cause un préjudice, par suite d’un endossement non autorisé, peut réclamer la possession de cette valeur ou d’une nouvelle valeur, même à l’acheteur de bonne foi, si l’invalidité de l’endossement est opposable à ce dernier en vertu de l’article 68.

Recours

(3) Il est possible de demander l’exécution forcée du droit de mise en possession d’une valeur mobilière, de mettre obstacle à son transfert et de la mettre sous séquestre en cours d’un litige.

L.R. (1985), ch. C-44, art. 72; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 37(A).

Droit d’obtenir les pièces nécessaires à l’inscription

73 (1) Sauf convention à l’effet contraire, le cédant est obligé, sur demande de l’acquéreur, de fournir à celui-ci la preuve qu’il a le pouvoir d’effectuer le transfert ou toute autre pièce nécessaire à l’inscription; si le transfert est à titre gratuit, le cédant est déchargé de cette obligation à moins que l’acquéreur n’en acquitte les frais raisonnables et nécessaires.

Rescision du transfert

(2) L’acquéreur peut refuser le transfert ou en demander la rescision, si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

L.R. (1985), ch. C-44, art. 73; 2001, ch. 14, art. 135(A).

Saisie d’une valeur mobilière

74 La saisie portant sur une valeur mobilière ou sur un droit ou intérêt qu’elle constate n’a d’effet que lorsque le saisissant en a obtenu la possession.

L.R. (1985), ch. C-44, art. 74; 2011, ch. 21, art. 38.

 

 

Current to February 11, 2020

  65   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Purchase

 

Acquisition

Sections 75-77

 

Articles 75-77

 

No liability for acts in good faith

75 An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

R.S., 1985, c. C-44, s. 75; 2001, c. 14, ss. 33(F), 135(E); 2011, c. 21, s. 38.

Registration

Duty to register transfer

76 (1) Where a security in registered form is presented for transfer, the issuer shall register the transfer if

(a) the security is endorsed by an appropriate person as defined in section 65;

(b) reasonable assurance is given that that endorsement is genuine and effective;

(c) the issuer has no duty to inquire into adverse claims or has discharged any such duty;

(d) any applicable law relating to the collection of taxes has been complied with;

(e) the transfer is rightful or is to a bona fide purchaser; and

(f) any fee referred to in subsection 49(2) has been paid.

Liability for delay

(2) Where an issuer has a duty to register a transfer of a security, the issuer is liable to the person presenting it for registration for loss resulting from any unreasonable delay in registration or from failure or refusal to register the transfer.

1974-75-76, c. 33, s. 71; 1978-79, c. 9, s. 1(F).

Assurance that endorsement effective

77 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing, and by requiring

(a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

Absence de responsabilité en cas de bonne foi

75 Le mandataire ou le baillaire — ayant respecté les normes commerciales raisonnables si, de par sa profession, il négocie les valeurs mobilières d’une société — qui, de bonne foi, a reçu, vendu, donné en gage ou livré ces valeurs mobilières conformément aux instructions de son mandant, ne peut être tenu responsable de détournement ni de violation d’une obligation de représentant, même si le mandant n’avait pas le droit d’aliéner ces valeurs mobilières.

L.R. (1985), ch. C-44, art. 75; 2001, ch. 14, art. 33(F) et 135(A); 2011, ch. 21, art. 38.

Inscription

Inscription obligatoire

76 (1) L’émetteur doit procéder à l’inscription du transfert d’une valeur mobilière nominative lorsque les conditions suivantes sont réunies:

a) la valeur mobilière est endossée par une personne compétente au sens de l’article 65;

b) des assurances suffisantes sur l’authenticité et la validité de cet endossement sont données;

c) il n’est pas tenu de s’enquérir de l’existence d’oppositions ou il s’est acquitté de cette obligation;

d) les lois relatives à la perception de droits ont été respectées;

e) le transfert est régulier ou est effectué au profit d’un acheteur de bonne foi;

f) les droits prévus au paragraphe 49(2) ont été acquittés.

Responsabilité

(2) L’émetteur tenu de procéder à l’inscription du transfert d’une valeur mobilière est responsable, envers la personne qui la présente à cet effet, du préjudice causé par tout retard indu ou par tout défaut ou refus.

1974-75-76, ch. 33, art. 71; 1978-79, ch. 9, art. 1(F).

Garantie de l’effet juridique de l’endossement

77 (1) L’émetteur peut demander que lui soient données des assurances sur l’authenticité et la validité de chaque endossement obligatoire, en exigeant la garantie de la signature de l’endosseur et, le cas échéant:

a) des assurances suffisantes sur la compétence de signer des mandataires;

 

 

Current to February 11, 2020

  66   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Registration

 

Inscription

Section 77

 

Article 77

 

(b) if the endorsement is by a fiduciary, evidence of appointment or incumbency;

(c) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

(d) in any other case, assurance that corresponds as closely as practicable to the foregoing.

Definition of guarantee of the signature

(2) For the purposes of subsection (1), a guarantee of the signature means a guarantee signed by or on behalf of a person reasonably believed by the issuer to be responsible.

Standards

(3) An issuer may adopt reasonable standards to determine responsible persons for the purpose of subsection (2).

Definition of evidence of appointment or incumbency

(4) In paragraph (1)(b), evidence of appointment or incumbency means

(a) in the case of a fiduciary appointed by a court, a copy of the order certified in accordance with subsection 51(7), and dated not earlier than sixty days before the date a security is presented for transfer; or

(b) in any other case, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate.

Standards

(5) An issuer may adopt reasonable standards with respect to evidence for the purposes of paragraph (4)(b).

No notice to issuer

(6) An issuer is deemed not to have notice of the contents of any document referred to in subsection (4) except to the extent that the contents relate directly to appointment or incumbency.

Notice from excess documentation

(7) If an issuer demands assurance additional to that specified in this section for a purpose other than that specified in subsection (4) and obtains a copy of a will, trust or partnership agreement, by-law or similar document, the issuer is deemed to have notice of all matters contained therein affecting the transfer.

R.S., 1985, c. C-44, s. 77; 2011, c. 21, s. 39(E).

b) la preuve de la nomination ou du mandat du représentant;

c) des assurances suffisantes que tous les représentants dont la signature est requise ont signé;

d) dans les autres cas, des assurances analogues à celles qui précèdent.

Définition de garantie de la signature

(2) Pour l’application du paragraphe (1), garantie de la signature s’entend de la garantie signée par toute personne que l’émetteur a de bonnes raisons de croire digne de confiance ou pour le compte de cette personne.

Normes

(3) L’émetteur peut adopter des normes raisonnables pour déterminer les personnes dignes de confiance au sens du paragraphe (2).

Définition de preuve de la nomination ou du mandat

(4) À l’alinéa (1)b), preuve de la nomination ou du mandat s’entend:

a) dans le cas d’un représentant nommé judiciairement, de la copie de l’ordonnance certifiée conformément au paragraphe 51(7) et rendue moins de soixante jours avant la présentation pour transfert de la valeur mobilière;

b) dans tout autre cas, de la copie de tout document prouvant la nomination ou de toute autre preuve que l’émetteur estime suffisante.

Normes

(5) L’émetteur peut adopter des normes raisonnables en matière de preuve pour l’application de l’alinéa (4)b).

Absence d’avis

(6) L’émetteur n’est réputé connaître le contenu des documents obtenus en application du paragraphe (4) que si le contenu se rattache directement à une nomination ou à un mandat.

Assurances supplémentaires

(7) L’émetteur qui exige des assurances non prévues au présent article pour des fins non visées au paragraphe (4) et qui obtient copie de documents, tels que testaments, contrats de fiducie ou de société de personnes ou règlements administratifs, est réputé avoir reçu avis de tout ce qui, dans ces documents, concerne le transfert.

L.R. (1985), ch. C-44, art. 77; 2011, ch. 21, art. 39(A).

 

 

Current to February 11, 2020

  67   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Registration

 

Inscription

Section 78

 

Article 78

 

Limited duty of inquiry

78 (1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if

(a) written notice of an adverse claim has been received at a time and in a manner that affords the issuer a reasonable opportunity to act on it before the issue of a new, reissued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; or

(b) the issuer is deemed to have notice of an adverse claim from a document that it obtained under subsection 77(7).

Discharge of duty

(2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address furnished by the claimant or, if no such address has been furnished, to the claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notice either

(a) the issuer is served with a restraining order or other order of a court; or

(b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Inquiry into adverse claims

(3) Unless an issuer is deemed to have notice of an adverse claim from a document that it obtained under subsection 77(7) or has received notice of an adverse claim under subsection (1), if a security presented for registration is endorsed by the appropriate person as defined in section 65, the issuer has no duty to inquire into adverse claims, and in particular,

(a) an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and thereafter the issuer may assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security;

Limites de l’obligation de s’informer

78 (1) L’émetteur auquel est présentée une valeur mobilière pour inscription est tenu de s’informer sur toute opposition:

a) dont il est avisé par écrit, à une date et d’une façon qui lui permettent normalement d’agir avant une émission ou une réémission ou réinscription, lorsque sont révélés les nom et adresse de l’opposant, du propriétaire inscrit et l’émission dont cette valeur fait partie;

b) dont il est réputé avoir été avisé au moyen d’un document obtenu en vertu du paragraphe 77(7).

Modes d’exécution de l’obligation

(2) L’émetteur peut s’acquitter par tout moyen raisonnable de l’obligation de s’informer, notamment en avisant l’opposant, par courrier recommandé envoyé à son adresse ou, à défaut, à sa résidence ou à tout lieu où il exerce normalement son activité, de la demande d’inscription du transfert d’une valeur mobilière présentée par une personne nommément désignée, sauf si, dans les trente jours de l’envoi de cet avis, il reçoit:

a) soit signification de l’ordonnance d’un tribunal;

b) soit un cautionnement qu’il estime suffisant pour le protéger, ainsi que ses mandataires, notamment les agents d’inscription ou de transfert, du préjudice qu’ils pourraient subir pour avoir tenu compte de cette opposition.

Recherche des oppositions

(3) L’émetteur qui n’est pas réputé avoir été avisé de l’existence d’une opposition soit au moyen d’un document obtenu en vertu du paragraphe 77(7), soit en vertu du paragraphe (1), et auquel est présentée pour inscription une valeur mobilière endossée par une personne compétente au sens de l’article 65, n’est pas tenu de s’enquérir de l’existence d’oppositions et, en particulier, l’émetteur:

a) qui procède à l’inscription d’une valeur au nom d’un représentant ou d’une personne désignée comme tel n’est pas tenu de s’informer de l’existence, de l’étendue ni de la description exacte du statut de représentant et peut estimer que le propriétaire nouvellement inscrit demeure représentant, tant qu’il n’a pas reçu d’avis écrit à l’effet contraire;

 

 

Current to February 11, 2020

  68   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Registration

 

Inscription

Sections 78-80

 

Articles 78-80

 

(b) an issuer registering transfer on an endorsement by a fiduciary has no duty to inquire whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and

(c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer’s possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary or the fiduciary’s nominee.

Duration of notice

(4) A written notice of adverse claim received by an issuer is effective for twelve months from the date when it was received unless the notice is renewed in writing.

R.S., 1985, c. C-44, s. 78; 2001, c. 14, s. 135(E); 2011, c. 21, s. 40(E).

Limitation of issuer’s liability

79 (1) Subject to any applicable law relating to the collection of taxes, the issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security if

(a) the necessary endorsements were on or with the security; and

(b) the issuer had no duty to inquire into adverse claims or had discharged any such duty.

Duty of issuer in default

(2) If an issuer has registered a transfer of a security to a person not entitled to it, the issuer shall on demand deliver a like security to the owner unless

(a) subsection (1) applies;

(b) the owner is precluded by subsection 80(1) from asserting any claim; or

(c) the delivery would result in overissue, in which case the issuer’s liability is governed by section 52.

1974-75-76, c. 33, s. 74; 1978-79, c. 9, s. 1(F).

Notice of lost or stolen security

80 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of an adverse claim within a reasonable time after discovering the loss, destruction or taking and if the issuer has registered a transfer of the security before receiving such notice, the owner is precluded from asserting against the issuer any claim to a new security.

b) qui procède à l’inscription d’un transfert après endossement par un représentant n’est pas tenu de s’informer pour savoir si ce transfert a été effectué conformément au document ou à la loi régissant le statut de représentant;

c) est réputé ignorer le contenu d’un dossier judiciaire ou d’un document enregistré, même dans les cas où ceux-ci se trouvent en sa possession et où le transfert est effectué après endossement par un représentant, au profit de ce dernier ou à la personne qu’il désigne.

Durée de validité de l’avis

(4) L’avis écrit d’une opposition est valide douze mois à compter de sa date de réception par l’émetteur, sauf s’il est renouvelé par écrit.

L.R. (1985), ch. C-44, art. 78; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 40(A).

Limites de la responsabilité

79 (1) Sauf disposition contraire de toute loi applicable, relative à la perception de droits, l’émetteur n’est pas responsable du préjudice que cause, notamment au propriétaire de la valeur mobilière, l’inscription du transfert lorsque les conditions suivantes sont réunies:

a) la valeur est assortie des endossements requis;

b) il n’est pas tenu de s’enquérir de l’existence d’oppositions ou s’est acquitté de cette obligation.

Faute de la société

(2) L’émetteur qui fait inscrire à tort le transfert d’une valeur mobilière doit, sur demande, livrer une valeur mobilière semblable au propriétaire, sauf si, selon le cas:

a) le paragraphe (1) s’applique;

b) le propriétaire ne peut, en vertu du paragraphe 80(1), faire valoir ses droits;

c) cette livraison entraîne une émission excédentaire, l’article 52 régissant alors sa responsabilité.

1974-75-76, ch. 33, art. 74; 1978-79, ch. 9, art. 1(F).

Avis de la perte ou du vol d’une valeur mobilière

80 (1) Le propriétaire d’une valeur mobilière qui omet d’aviser par écrit l’émetteur de son opposition dans un délai raisonnable après avoir pris connaissance de la perte, de la destruction apparente ou du vol de cette valeur, ne peut faire valoir, contre celui-ci s’il a déjà procédé à l’inscription du transfert de cette valeur, son droit d’obtenir une nouvelle valeur mobilière.

 

 

Current to February 11, 2020

  69   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VII Security Certificates, Registers and Transfers

 

PARTIE VII Certificats de valeurs mobilières, registres et transferts

Registration

 

Inscription

Sections 80-81

 

Articles 80-81

 

Duty of issuer to issue a new security

(2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner

(a) so requests before the issuer has notice that the security has been acquired by a bona fide purchaser;

(b) furnishes the issuer with a sufficient indemnity bond; and

(c) satisfies any other reasonable requirements imposed by the issuer.

Duty to register transfer

(3) If, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in overissue, in which case the issuer’s liability is governed by section 52.

Right of issuer to recover

(4) In addition to any rights on an indemnity bond, the issuer may recover a new security issued under subsection (2) from the person to whom it was issued or anyone taking under the person other than a bona fide purchaser.

R.S., 1985, c. C-44, s. 80; 2001, c. 14, s. 135(E).

Rights and obligations

81 (1) An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

(a) a duty to the issuer to exercise good faith and reasonable diligence; and

(b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.

Notice to agent or mandatary

(2) Notice to an authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer is notice to the issuer with respect to the functions performed by the agent or mandatary.

R.S., 1985, c. C-44, s. 81; 2011, c. 21, s. 41.

Émission d’une nouvelle valeur mobilière

(2) L’émetteur doit émettre une nouvelle valeur mobilière au profit du propriétaire qui fait valoir la perte, la destruction ou le vol de l’une de ses valeurs et qui, à la fois:

a) l’en requiert avant d’être avisé de l’acquisition de cette valeur par un acheteur de bonne foi;

b) lui fournit un cautionnement suffisant;

c) satisfait aux autres exigences raisonnables qu’il lui impose.

Inscription du transfert

(3) Après l’émission d’une nouvelle valeur mobilière conformément au paragraphe (2), l’émetteur doit procéder à l’inscription du transfert de la valeur initiale présentée à cet effet par tout acheteur de bonne foi, sauf s’il en résulte une émission excédentaire, l’article 52 régissant alors sa responsabilité.

Droit de l’émetteur de recouvrer

(4) Outre les droits résultant d’un cautionnement, l’émetteur peut recouvrer une nouvelle valeur mobilière des mains de la personne au profit de laquelle elle a été émise conformément au paragraphe (2) ou de toute personne qui l’a reçue de celle-ci, à l’exception d’un acheteur de bonne foi.

L.R. (1985), ch. C-44, art. 80; 2001, ch. 14, art. 135(A).

Droits et obligations

81 (1) Les personnes chargées par l’émetteur de reconnaître l’authenticité des valeurs mobilières, notamment les mandataires, les agents d’inscription ou de transfert et les fiduciaires, ont, lors de l’émission, de l’inscription du transfert et de l’annulation d’une valeur mobilière de l’émetteur:

a) l’obligation envers lui d’agir de bonne foi et avec une diligence raisonnable;

b) les mêmes obligations envers le détenteur ou le propriétaire de la valeur et les mêmes droits que l’émetteur.

Avis au mandataire

(2) L’avis adressé à une personne chargée par l’émetteur de reconnaître l’authenticité d’une valeur mobilière vaut dans la même mesure pour l’émetteur.

L.R. (1985), ch. C-44, art. 81; 2011, ch. 21, art. 41.

 

 

Current to February 11, 2020

  70   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VIII Trust Indentures

 

PARTIE VIII Acte de fiducie

Sections 82-83

 

Articles 82-83

 

PART VIII

Trust Indentures

Definitions

82 (1) In this Part,

event of default means an event specified in a trust indenture on the occurrence of which

(a) a security interest constituted by the trust indenture becomes enforceable, or

(b) 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 conditions prescribed by the trust indenture in connection with such event for the giving of notice or the lapse of time or otherwise have been satisfied; (cas de défaut)

trustee means any person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a corporation is a party and includes any successor trustee; (fiduciaire)

trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations. (acte de fiducie)

Application

(2) This Part applies to a trust indenture if the debt obligations issued or to be issued under the trust indenture are part of a distribution to the public.

Exemption

(3) The Director may exempt a trust indenture from this Part if the trust indenture, the debt obligations issued thereunder and the security interest effected thereby are subject to a law of a province or a country other than Canada that is substantially equivalent to this Part.

R.S., 1985, c. C-44, s. 82; 2001, c. 14, s. 34(F); 2011, c. 21, s. 42.

Conflict of interest

83 (1) No person shall be appointed as trustee if there is a material conflict of interest between their role as trustee and their role in any other capacity.

PARTIE VIII

Acte de fiducie

Définitions

82 (1) Les définitions qui suivent s’appliquent à la présente partie.

acte de fiducie Acte — y compris tout acte additif ou modificatif — établi par une société après sa constitution ou sa prorogation sous le régime de la présente loi, en vertu duquel elle émet des titres de créance et dans lequel est désigné un fiduciaire pour les détenteurs de ces titres. (trust indenture)

cas de défaut Événement précisé dans l’acte de fiducie, à la survenance duquel:

a) ou bien la sûreté constituée aux termes de cet acte devient réalisable;

b) ou bien les sommes payables aux termes de cet acte, notamment le principal et l’intérêt, deviennent ou peuvent être déclarées exigibles avant l’échéance,

si se réalisent les conditions que prévoit l’acte en l’espèce, notamment en matière d’envoi d’avis ou de délai. (event of default)

fiduciaire Toute personne, y compris ses remplaçants et l’administrateur du bien d’autrui, nommée à ce titre dans un acte de fiducie auquel la société est partie. (trustee)

Champ d’application

(2) La présente partie s’applique aux actes de fiducie prévoyant une émission de titres de créances par voie d’un appel public à l’épargne.

Dispense

(3) Le directeur peut dispenser de l’application de la présente partie les actes de fiducie, les titres de créance émis en vertu de ceux-ci et les sûretés réelles afférentes, régis par une loi provinciale ou étrangère fondamentalement semblable à la présente partie.

L.R. (1985), ch. C-44, art. 82; 2001, ch. 14, art. 34(F); 2011, ch. 21, art. 42.

Conflit d’intérêts

83 (1) En cas de conflit d’intérêts sérieux, une personne ne peut être nommée fiduciaire.

 

 

Current to February 11, 2020

  71   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VIII Trust Indentures

 

PARTIE VIII Acte de fiducie

Sections 83-85

 

Articles 83-85

 

Eliminating conflict of interest

(2) A trustee shall, within ninety days after becoming aware that a material conflict of interest exists

(a) eliminate such conflict of interest; or

(b) resign from office.

Validity

(3) A trust indenture, any debt obligations issued there-under and a security interest effected thereby are valid notwithstanding a material conflict of interest of the trustee.

Removal of trustee

(4) If a trustee contravenes subsection (1) or (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.

R.S., 1985, c. C-44, s. 83; 2001, c. 14, s. 135(E).

Qualification of trustee

84 A trustee, or at least one of the trustees if more than one is appointed, shall be a body corporate incorporated under the laws of Canada or a province and authorized to carry on the business of a trust company.

1974-75-76, c. 33, s. 79; 1978-79, c. 9, s. 1(F).

List of security holders

85 (1) A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee, require the trustee to furnish, within fifteen days after delivering to the trustee the statutory declaration referred to in subsection (4), a list setting out

(a) the names and addresses of the registered holders of the outstanding debt obligations,

(b) the principal amount of outstanding debt obligations owned by each such holder, and

(c) the aggregate principal amount of debt obligations outstanding

as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to that trustee.

Duty of issuer

(2) On the demand of a trustee, the issuer of debt obligations shall furnish the trustee with the information required to enable the trustee to comply with subsection (1).

 

Suppression du conflit d’intérêts

(2) Le fiduciaire qui apprend l’existence d’un conflit d’intérêts sérieux doit, dans les quatre-vingt-dix jours:

a) soit y mettre fin;

b) soit se démettre de ses fonctions.

Validité

(3) Les actes de fiducie, les titres de créance émis en vertu de ceux-ci et les sûretés qu’ils prévoient sont valides nonobstant l’existence d’un conflit d’intérêts sérieux mettant en cause le fiduciaire.

Révocation du fiduciaire

(4) Le tribunal peut, à la demande de tout intéressé, ordonner, selon les modalités qu’il estime pertinentes, le remplacement du fiduciaire qui contrevient aux paragraphes (1) ou (2).

L.R. (1985), ch. C-44, art. 83; 2001, ch. 14, art. 135(A).

Qualités requises pour être fiduciaire

84 Au moins un des fiduciaires nommés doit être une personne morale constituée en vertu des lois fédérales ou provinciales et autorisée à exercer l’activité d’une compagnie de fiducie.

1974-75-76, ch. 33, art. 79; 1978-79, ch. 9, art. 1(F).

Liste des détenteurs de valeurs mobilières

85 (1) Les détenteurs de titres de créance émis en vertu d’un acte de fiducie peuvent demander au fiduciaire, sur paiement d’honoraires raisonnables, de leur fournir, dans les quinze jours de la remise de la déclaration solennelle visée au paragraphe (4), une liste énonçant, à la date de la remise, pour les titres de créance en circulation:

a) les noms et adresses des détenteurs inscrits;

b) le montant en principal des titres de chaque détenteur;

c) le montant total en principal de ces titres.

Obligation de l’émetteur

(2) L’émetteur d’un titre de créance fournit au fiduciaire, sur demande, les renseignements lui permettant de se conformer au paragraphe (1).

 

 

Current to February 11, 2020

  72   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VIII Trust Indentures

 

PARTIE VIII Acte de fiducie

Sections 85-86

 

Articles 85-86

 

Corporate applicant

(3) If the person requiring the trustee to furnish a list under subsection (1) is a body corporate, the statutory declaration required under that subsection shall be made by a director or officer of the body corporate.

Contents of statutory declaration

(4) The statutory declaration required under subsection (1) shall state

(a) the name and address of the person requiring the trustee to furnish the list and, if the person is a body corporate, the address for service thereof; and

(b) that the list will not be used except as permitted under subsection (5).

Use of list

(5) A list obtained under this section shall not be used by any person except in connection with

(a) an effort to influence the voting of the holders of debt obligations;

(b) an offer to acquire debt obligations; or

(c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor thereof.

Offence

(6) A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

1974-75-76, c. 33, s. 80; 1978-79, c. 9, s. 1(F).

Evidence of compliance

86 (1) An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall, before doing any act under paragraph (a), (b) or (c), furnish the trustee with evidence of compliance with the conditions in the trust indenture relating to

(a) the issue, certification and delivery of debt obligations under the trust indenture;

(b) the release or release and substitution of property subject to a security interest constituted by the trust indenture; or

(c) the satisfaction and discharge of the trust indenture.

Personne morale demanderesse

(3) L’un des administrateurs ou dirigeants de la personne morale, qui demande au fiduciaire de lui fournir la liste prévue au paragraphe (1), établit la déclaration visée à ce paragraphe.

Teneur de la déclaration

(4) La déclaration solennelle exigée au paragraphe (1) énonce:

a) les nom et adresse de la personne qui demande la liste et, s’il s’agit d’une personne morale, l’adresse aux fins de signification;

b) l’obligation de n’utiliser cette liste que conformément au paragraphe (5).

Utilisation de la liste

(5) La liste obtenue en vertu du présent article ne peut être utilisée que dans le cadre:

a) de tentatives en vue d’influencer le vote des détenteurs de titres de créance;

b) de l’offre d’acquérir des titres de créance;

c) d’une question concernant les titres de créance ou les affaires internes de l’émetteur ou de la caution.

Infraction

(6) Toute personne qui contrevient, sans motif raisonnable, au paragraphe (5) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

1974-75-76, ch. 33, art. 80; 1978-79, ch. 9, art. 1(F).

Preuve de l’observation

86 (1) L’émetteur ou la caution de titres de créance émis ou à émettre en vertu d’un acte de fiducie doivent prouver au fiduciaire qu’ils ont rempli les conditions imposées en l’occurrence par l’acte, avant:

a) d’émettre, de certifier ou de livrer les titres;

b) de libérer ou de remplacer les biens grevés de toute sûreté constituée par l’acte;

c) d’exécuter l’acte.

 

 

Current to February 11, 2020

  73   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART VIII Trust Indentures

  

PARTIE VIII Acte de fiducie

Sections 86-89

  

Articles 86-89

 

Duty of issuer or guarantor

(2) On the demand of a trustee, the issuer or guarantor of debt obligations issued or to be issued under a trust indenture shall furnish the trustee with evidence of compliance with 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.

1974-75-76, c. 33, s. 81; 1978-79, c. 9, s. 1(F).

Contents of declaration, etc.

87 Evidence of compliance as required by section 86 shall consist of

(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 that section have been complied with; and

(b) where the trust indenture requires compliance with conditions that are subject to review

(i) by legal counsel, an opinion of legal counsel that such conditions have been complied with, and

(ii) by an auditor or accountant, an opinion or report of the auditor of the issuer or guarantor, or such other accountant as the trustee may select, that such conditions have been complied with.

1974-75-76, c. 33, s. 82; 1978-79, c. 9, s. 1(F).

Further evidence of compliance

88 The evidence of compliance referred to in section 87 shall include a statement by the person giving the evidence

(a) declaring that they have read and understand the conditions of the trust indenture described in section 86;

(b) describing the nature and scope of the examination or investigation on which the certificate, statement or opinion is based; and

(c) declaring that they have made the examination or investigation that they believe necessary to enable them to make their statements or give their opinions.

R.S., 1985, c. C-44, s. 88; 2001, c. 14, s. 135(E).

Trustee may require evidence of compliance

89 (1) On the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with evidence in such form as the trustee may require as to compliance with any condition thereto relating to any action required or permitted

Obligation de l’émetteur ou de la caution

(2) Sur demande du fiduciaire, l’émetteur ou la caution de titres de créance émis ou à émettre en vertu d’un acte de fiducie doivent prouver au fiduciaire qu’ils ont rempli les conditions prévues à l’acte avant de lui demander d’agir.

1974-75-76, ch. 33, art. 81; 1978-79, ch. 9, art. 1(F).

Teneur de la déclaration, etc.

87 La preuve exigée à l’article 86 consiste:

a) d’une part, en une déclaration solennelle ou un certificat établi par l’un des dirigeants ou administrateurs de l’émetteur ou de la caution et attestant l’observation des conditions prévues à cet article;

b) d’autre part, si l’acte de fiducie impose l’observation de conditions soumises à l’examen:

(i) d’un conseiller juridique, en une opinion qui en atteste l’observation,

(ii) d’un vérificateur ou d’un comptable, en une opinion ou un rapport du vérificateur de l’émetteur ou de la caution ou de tout comptable — que le fiduciaire peut choisir —, qui en atteste l’observation.

1974-75-76, ch. 33, art. 82; 1978-79, ch. 9, art. 1(F).

Preuve supplémentaire

88 Toute preuve présentée sous la forme prévue à l’article 87 doit être assortie d’une déclaration de son auteur précisant:

a) sa connaissance des conditions de l’acte de fiducie mentionnées à l’article 86;

b) la nature et l’étendue de l’examen ou des recherches effectués à l’appui du certificat, de la déclaration ou de l’opinion;

c) toute l’attention qu’il a estimé nécessaire d’apporter à l’examen ou aux recherches.

L.R. (1985), ch. C-44, art. 88; 2001, ch. 14, art. 135(A).

Présentation de la preuve au fiduciaire

89 (1) Sur demande du fiduciaire et en la forme qu’il peut exiger, l’émetteur ou la caution de titres de créance émis en vertu d’un acte de fiducie doivent prouver au fiduciaire qu’ils ont rempli les conditions requises avant d’agir en application de cet acte.

 

 

Current to February 11, 2020

  74   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART VIII Trust Indentures

 

PARTIE VIII Acte de fiducie

Sections 89-93

 

Articles 89-93

 

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 debt obligations issued under a trust indenture shall furnish the trustee with a certificate 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.

1974-75-76, c. 33, s. 84; 1978-79, c. 9, s. 1(F).

Notice of default

90 The trustee shall give to the holders of debt obligations issued under a trust indenture, within thirty days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold such notice and so informs the issuer and guarantor in writing.

1974-75-76, c. 33, s. 85; 1978-79, c. 9, s. 1(F).

Duty of care

91 A trustee in exercising their powers and discharging their duties shall

(a) act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and

(b) exercise the care, diligence and skill of a reasonably prudent trustee.

R.S., 1985, c. C-44, s. 91; 2001, c. 14, s. 135(E).

Reliance on statements

92 Notwithstanding section 91, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.

R.S., 1985, c. C-44, s. 92; 2001, c. 14, s. 135(E).

No exculpation

93 No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed on the trustee by section 91.

R.S., 1985, c. C-44, s. 93; 2001, c. 14, s. 135(E).

Certificat de conformité

(2) L’émetteur ou la caution de titres de créance émis en vertu d’un acte de fiducie fournissent au fiduciaire, sur demande et au moins une fois tous les douze mois à compter de la date de l’acte, soit un certificat attestant qu’ils ont rempli les conditions de l’acte, dont l’inobservation constituerait un cas de défaut notamment après remise d’un avis ou expiration d’un certain délai, soit, en cas d’inobservation de ces conditions, un certificat détaillé à ce sujet.

1974-75-76, ch. 33, art. 84; 1978-79, ch. 9, art. 1(F).

Avis du défaut

90 Le fiduciaire donne aux détenteurs de titres de créance émis en vertu d’un acte de fiducie avis de tous les cas de défaut existants, dans les trente jours après avoir pris connaissance de leur survenance, sauf s’il informe par écrit l’émetteur et la caution de ses bonnes raisons de croire qu’il est au mieux des intérêts des détenteurs de ces titres de ne pas donner cet avis.

1974-75-76, ch. 33, art. 85; 1978-79, ch. 9, art. 1(F).

Obligations du fiduciaire

91 Le fiduciaire remplit son mandat:

a) avec intégrité et de bonne foi, au mieux des intérêts des détenteurs des titres de créance émis en vertu de l’acte de fiducie;

b) avec le soin, la diligence et la compétence d’un bon fiduciaire.

L.R. (1985), ch. C-44, art. 91; 2001, ch. 14, art. 135(A).

Foi accordée aux déclarations

92 Nonobstant l’article 91, n’encourt aucune responsabilité le fiduciaire qui, de bonne foi, fait état de déclarations solennelles, de certificats, d’opinions ou de rapports conformes à la présente loi ou à l’acte de fiducie.

L.R. (1985), ch. C-44, art. 92; 2001, ch. 14, art. 135(A).

Caractère impératif des obligations

93 Aucune disposition d’un acte de fiducie ou de tout accord intervenu entre le fiduciaire et, soit les détenteurs de titres de créance émis en vertu de cet acte, soit l’émetteur ou la caution, ne peut relever ce fiduciaire des obligations découlant de l’article 91.

L.R. (1985), ch. C-44, art. 93; 2001, ch. 14, art. 135(A).

 

 

Current to February 11, 2020

  75   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART IX Receivers, Receiver-managers and Sequestrators

  

PARTIE IX Séquestres et séquestres-gérants

Sections 94-99

  

Articles 94-99

 

PART IX

Receivers, Receiver-managers and Sequestrators

Functions of receiver or sequestrator

94 A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation.

R.S., 1985, c. C-44, s. 94; 2001, c. 14, s. 135(E); 2011, c. 21, s. 44(E).

Functions of receiver-manager

95 A receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.

R.S., 1985, c. C-44, s. 95; 2001, c. 14, s. 135(E); 2011, c. 21, s. 45.

Directors’ powers cease

96 If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.

R.S., 1985, c. C-44, s. 96; 2011, c. 21, s. 45.

Duty to act

97 A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.

R.S., 1985, c. C-44, s. 97; 2011, c. 21, s. 46(E).

Duty under instrument or act

98 A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100.

R.S., 1985, c. C-44, s. 98; 2011, c. 21, s. 46(E).

Duty of care

99 A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall

(a) act honestly and in good faith; and

PARTIE IX

Séquestres et séquestres-gérants

Fonctions du séquestre

94 Sous réserve des droits des créanciers garantis, le séquestre des biens d’une société peut en recevoir les revenus, en acquitter les dettes, réaliser les sûretés de ceux pour le compte desquels il est nommé et, dans les limites permises par le tribunal, en exploiter l’entreprise.

L.R. (1985), ch. C-44, art. 94; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 44(A).

Fonctions du séquestre-gérant

95 Le séquestre-gérant peut exploiter l’entreprise de la société afin de protéger les sûretés de ceux pour le compte desquels il est nommé.

L.R. (1985), ch. C-44, art. 95; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 45.

Suspension des pouvoirs des administrateurs

96 Les administrateurs ne peuvent exercer les pouvoirs conférés, au Québec, au séquestre ou, ailleurs au Canada, au séquestre-gérant nommés par le tribunal ou en vertu d’un acte.

L.R. (1985), ch. C-44, art. 96; 2011, ch. 21, art. 45.

Obligation

97 Le séquestre ou le séquestre-gérant nommé par le tribunal doit agir en conformité avec les directives de celui-ci.

L.R. (1985), ch. C-44, art. 97; 2011, ch. 21, art. 46(A).

Obligations prévues dans un acte

98 Le séquestre ou le séquestre-gérant nommé en vertu d’un acte doit agir en se conformant à cet acte et aux directives que lui donne le tribunal en vertu de l’article 100.

L.R. (1985), ch. C-44, art. 98; 2011, ch. 21, art. 46(A).

Obligation de diligence

99 Le séquestre ou le séquestre-gérant d’une société, nommé en vertu d’un acte, doit:

a) agir en toute honnêteté et bonne foi;

 

 

Current to February 11, 2020

  76   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IX Receivers, Receiver-managers and Sequestrators

 

PARTIE IX Séquestres et séquestres-gérants

Sections 99-101

 

Articles 99-101

 

(b) deal with any property of the corporation in their possession or control in a commercially reasonable manner.

R.S., 1985, c. C-44, s. 99; 2001, c. 14, s. 135(E); 2011, c. 21, s. 47(E).

Directions given by court

100 On an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,

(a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;

(b) an order determining the notice to be given to any person or dispensing with notice to any person;

(c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator;

(d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; and

(e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.

R.S., 1985, c. C-44, s. 100; 2001, c. 14, s. 135(E); 2011, c. 21, s. 48(E).

Duties of receiver, receiver-manager or sequestrator

101 A receiver, receiver-manager or sequestrator shall

(a) immediately notify the Director of their appointment and discharge;

(b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;

(c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;

(d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;

b) gérer conformément aux pratiques commerciales raisonnables les biens de la société qui se trouvent en sa possession ou sous son contrôle.

L.R. (1985), ch. C-44, art. 99; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 47(A).

Directives du tribunal

100 À la demande du séquestre ou du séquestre-gérant, conventionnel ou judiciaire, ou de tout intéressé, le tribunal peut, par ordonnance, prendre les mesures qu’il estime pertinentes et notamment:

a) nommer, remplacer ou décharger de leurs fonctions le séquestre ou le séquestre-gérant et approuver leurs comptes;

b) dispenser de donner avis ou préciser les avis à donner;

c) fixer la rémunération du séquestre ou du séquestre-gérant;

d) enjoindre au séquestre, au séquestre-gérant ainsi qu’aux personnes qui les ont nommés ou pour le compte desquelles ils l’ont été, de réparer leurs fautes ou les en dispenser, notamment en matière de garde des biens ou de gestion de la société, selon les modalités qu’il estime pertinentes, et d’entériner les actes du séquestre ou séquestre-gérant;

e) donner des directives concernant les fonctions du séquestre ou du séquestre-gérant.

L.R. (1985), ch. C-44, art. 100; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 48(A).

Obligations du séquestre et du séquestre-gérant

101 Le séquestre ou le séquestre-gérant doit:

a) aviser immédiatement le directeur tant de sa nomination que de la fin de son mandat;

b) prendre sous sa garde et sous son contrôle les biens de la société conformément à l’ordonnance ou à l’acte de nomination;

c) avoir, à son nom et en cette qualité, un compte bancaire pour tous les fonds de la société assujettis à son contrôle;

d) tenir une comptabilité détaillée de toutes les opérations qu’il effectue en cette qualité;

 

 

Current to February 11, 2020

  77   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART IX Receivers, Receiver-managers and Sequestrators

 

PARTIE IX Séquestres et séquestres-gérants

Sections 101-103

 

Articles 101-103

 

(e) keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation;

(f) prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; and

(g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f).

R.S., 1985, c. C-44, s. 101; 2001, c. 14, s. 135(E); 2011, c. 21, s. 49(E).

PART X

Directors and Officers

Duty to manage or supervise management

102 (1) Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.

Number of directors

(2) A corporation shall have one or more directors but a distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

R.S., 1985, c. C-44, s. 102; 2001, c. 14, s. 35.

By-laws

103 (1) Unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation.

Shareholder approval

(2) The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.

Effective date

(3) A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as

e) tenir une comptabilité de sa gestion et permettre, pendant les heures normales d’ouverture, aux administrateurs de la consulter;

f) dresser, au moins une fois tous les six mois à compter de sa nomination, les états financiers concernant sa gestion et, si possible, en la forme que requiert l’article 155;

g) après l’exécution de son mandat, rendre compte de sa gestion en la forme mentionnée à l’alinéa f).

L.R. (1985), ch. C-44, art. 101; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 49(A).

PARTIE X

Administrateurs et dirigeants

Fonctions des administrateurs

102 (1) Sous réserve de toute convention unanime des actionnaires, les administrateurs gèrent les activités commerciales et les affaires internes de la société ou en surveillent la gestion.

Nombre

(2) Le conseil d’administration se compose d’un ou de plusieurs administrateurs; au cas où des valeurs mobilières en circulation de la société ayant fait appel au public sont détenues par plusieurs personnes, il compte au moins trois administrateurs dont deux ne font partie ni des dirigeants ni des employés de celle-ci ou des personnes morales de son groupe.

L.R. (1985), ch. C-44, art. 102; 2001, ch. 14, art. 35.

Règlements administratifs

103 (1) Sauf disposition contraire des statuts, des règlements administratifs ou de conventions unanimes des actionnaires, les administrateurs peuvent, par résolution, prendre, modifier ou révoquer tout règlement administratif portant sur les activités commerciales ou les affaires internes de la société.

Approbation des actionnaires

(2) Les administrateurs doivent soumettre les mesures prises en vertu du paragraphe (1), dès l’assemblée suivante, aux actionnaires qui peuvent, par résolution ordinaire, les confirmer, les rejeter ou les modifier.

Date d’effet

(3) Les mesures prises conformément au paragraphe (1) prennent effet à compter de la date de la résolution des administrateurs; après confirmation ou modification par

 

 

Current to February 11, 2020

  78   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 103-104

 

Articles 103-104

 

amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.

Idem

(4) If a by-law, an amendment or a repeal is rejected by the shareholders, or if the directors do not submit a by-law, an amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.

Shareholder proposal

(5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to make, amend or repeal a by-law.

R.S., 1985, c. C-44, s. 103; 2001, c. 14, s. 36(F).

Organization meeting

104 (1) After issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may

(a) make by-laws;

(b) adopt forms of security certificates and corporate records;

(c) authorize the issue of securities;

(d) appoint officers;

(e) appoint an auditor to hold office until the first annual meeting of shareholders;

(f) make banking arrangements; and

(g) transact any other business.

Exception

(2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 185(4) or to which a certificate of continuance has been issued under subsection 187(4).

Calling meeting

(3) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less

 

les actionnaires, elles demeurent en vigueur dans leur teneur initiale ou modifiée selon le cas; elles cessent d’avoir effet après leur rejet conformément au paragraphe (2) ou en cas d’application du paragraphe (4).

Idem

(4) Les mesures prises conformément au paragraphe (1) cessent d’avoir effet après leur rejet par les actionnaires ou en cas d’inobservation du paragraphe (2) par les administrateurs; toute résolution ultérieure des administrateurs, visant essentiellement le même but, ne peut entrer en vigueur qu’après sa confirmation ou sa modification par les actionnaires.

Proposition d’un actionnaire

(5) Tout actionnaire, ayant qualité pour voter à une assemblée annuelle, peut, conformément à l’article 137, proposer la prise, la modification ou la révocation d’un règlement administratif.

L.R. (1985), ch. C-44, art. 103; 2001, ch. 14, art. 36(F).

Réunion

104 (1) Après la délivrance du certificat de constitution, le conseil d’administration tient une réunion au cours de laquelle il peut:

a) prendre des règlements administratifs;

b) adopter les modèles des certificats de valeurs mobilières et la forme des registres sociaux;

c) autoriser l’émission de valeurs mobilières;

d) nommer les dirigeants;

e) nommer un vérificateur dont le mandat expirera à la première assemblée annuelle;

f) prendre avec les banques toutes les mesures nécessaires;

g) traiter toute autre question.

Limitation

(2) Le paragraphe (1) ne s’applique pas à la personne morale qui obtient le certificat de fusion visé au paragraphe 185(4), ou le certificat de prorogation visé au paragraphe 187(4).

Convocation de la réunion

(3) Tout fondateur ou administrateur peut convoquer la réunion visée au paragraphe (1) en avisant par la poste

 

 

Current to February 11, 2020

  79   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 104-105

 

Articles 104-105

 

than five days notice thereof by mail to each director, stating the time and place of the meeting.

1974-75-76, c. 33, s. 99; 1978-79, c. 9, ss. 1(F), 28.

Qualifications of directors

105 (1) The following persons are disqualified from being a director of a corporation:

(a) anyone who is less than eighteen years of age;

(b) anyone who is incapable;

(c) a person who is not an individual; or

(d) a person who has the status of bankrupt.

Further qualifications

(2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.

Residency

(3) Subject to subsection (3.1), at least twenty-five per cent of the directors of a corporation must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian.

Exception — Canadian ownership or control

(3.1) If a corporation engages in an activity in Canada in a prescribed business sector or if a corporation, by an Act of Parliament or by a regulation made under an Act of Parliament, is required, either individually or in order to engage in an activity in Canada in a particular business sector, to attain or maintain a specified level of Canadian ownership or control, or to restrict, or to comply with a restriction in relation to, the number of voting shares that any one shareholder may hold, own or control, then a majority of the directors of the corporation must be resident Canadians.

Clarification

(3.2) Nothing in subsection (3.1) shall be construed as reducing any requirement for a specified number or percentage of resident Canadian directors that otherwise applies to a corporation referred to in that subsection.

If only one or two directors

(3.3) If a corporation referred to in subsection (3.1) has only one or two directors, that director or one of the two directors, as the case may be, must be a resident Canadian.

chaque administrateur, au moins cinq jours à l’avance, des date, heure et lieu de cette réunion.

1974-75-76, ch. 33, art. 99; 1978-79, ch. 9, art. 1(F) et 28.

Incapacités

105 (1) Ne peuvent être administrateurs:

a) les particuliers de moins de dix-huit ans;

b) les particuliers incapables;

c) les personnes autres que les particuliers;

d) les personnes qui ont le statut de failli.

Autres qualités requises

(2) Sauf disposition contraire des statuts, la qualité d’actionnaire n’est pas requise pour être administrateur d’une société.

Résidence

(3) Sous réserve du paragraphe (3.1), le conseil d’administration doit se composer d’au moins vingt-cinq pour cent de résidents canadiens. Toutefois, si la société compte moins de quatre administrateurs, au moins l’un d’entre eux ou l’administrateur unique, selon le cas, doit être résident canadien.

Exception: conditions de participation ou de contrôle canadiens

(3.1) Si la société exerce au Canada une activité dans un secteur commercial réglementaire donné ou si elle est tenue sous le régime d’une loi fédérale, individuellement ou en vue d’exercer au Canada une activité dans un secteur commercial donné, soit de remplir des conditions de participation ou de contrôle canadiens soit d’imposer ou de respecter des restrictions sur le nombre d’actions avec droit de vote que tout actionnaire peut détenir ou contrôler ou dont il peut avoir la propriété, le conseil d’administration doit se composer en majorité de résidents canadiens.

Précision

(3.2) Le paragraphe (3.1) ne porte toutefois pas atteinte aux exigences relatives au nombre ou pourcentage d’administrateurs résidents canadiens autrement applicables à une société visée à ce paragraphe.

Moins de trois administrateurs

(3.3) Toutefois, si la société visée au paragraphe (3.1) ne compte qu’un ou deux administrateurs, l’un d’entre eux ou l’administrateur unique, selon le cas, doit être résident canadien.

 

 

Current to February 11, 2020

  80   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


 

Canada Business Corporations

 

Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 105-106

 

Articles 105-106

 

Exception for holding corporation

(4) Despite subsection (3.1), not more than one third of the directors of a holding corporation referred to in that subsection need be resident Canadians if the holding corporation earns in Canada directly or through its subsidiaries less than five per cent of the gross revenues of the holding corporation and all of its subsidiary bodies corporate together as shown in

(a) the most recent consolidated financial statements of the holding corporation referred to in section 157; or

(b) the most recent financial statements of the holding corporation and its subsidiary bodies corporate as at the end of the last completed financial year of the holding corporation.

R.S., 1985, c. C-44, s. 105; 2001, c. 14, s. 37; 2018, c. 8, s. 12.

Notice of directors

106 (1) At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form that the Director fixes, and the Director shall file the notice.

Term of office

(2) Each director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the first meeting of shareholders.

Election of directors

(3) Subject to paragraph 107(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election.

Staggered terms

(4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term.

No stated terms

(5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the director’s election.

 

Exception

(4) Malgré le paragraphe (3.1), il suffit que soient résidents canadiens un tiers des administrateurs d’une société mère visée par ce paragraphe lorsque celle-ci et ses filiales gagnent au Canada moins de cinq pour cent de leurs revenus bruts:

a) soit d’après les derniers états financiers consolidés de la société mère visés à l’article 157;

b) soit d’après leurs derniers états financiers tels qu’ils s’établissaient à la fin du dernier exercice complet de la société mère.

L.R. (1985), ch. C-44, art. 105; 2001, ch. 14, art. 37; 2018, ch. 8, art. 12.

Liste des administrateurs

106 (1) Les fondateurs doivent envoyer au directeur, en même temps que les statuts constitutifs et en la forme établie par lui, une liste des administrateurs pour enregistrement.

Durée du mandat

(2) Le mandat des administrateurs dont le nom figure sur la liste visée au paragraphe (1) commence à la date du certificat de constitution et se termine à la première assemblée des actionnaires.

Élection des administrateurs

(3) Sous réserve de l’alinéa 107b), les actionnaires doivent, à leur première assemblée et, s’il y a lieu, à toute assemblée annuelle subséquente, élire, par résolution ordinaire, les administrateurs dont le mandat expirera au plus tard à la clôture de la troisième assemblée annuelle suivante.

Durée des mandats

(4) Il n’est pas nécessaire que le mandat de tous les administrateurs élus lors d’une assemblée ait la même durée.

Durée non déterminée

(5) Le mandat d’un administrateur élu pour une durée non expressément déterminée prend fin à la clôture de la première assemblée annuelle suivante.

 

 

Current to February 11, 2020

  81   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 106-107

 

Articles 106-107

 

Incumbent directors

(6) Notwithstanding subsections (2), (3) and (5), if directors are not elected at a meeting of shareholders the incumbent directors continue in office until their successors are elected.

Vacancy among candidates

(7) If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

Appointment of directors

(8) The directors may, if the articles of the corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

Election or appointment as director

(9) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless

(a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or

(b) he or she was not present at the meeting when the election or appointment took place and

(i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or

(ii) he or she has acted as a director pursuant to the election or appointment.

R.S., 1985, c. C-44, s. 106; 1994, c. 24, s. 11; 2001, c. 14, ss. 38, 135(E).

Cumulative voting

107 Where the articles provide for cumulative voting,

(a) the articles shall require a fixed number and not a minimum and maximum number of directors;

(b) each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by

Poursuite du mandat

(6) Nonobstant les paragraphes (2), (3) et (5), le mandat des administrateurs, à défaut d’élections de nouveaux administrateurs par une assemblée des actionnaires, se poursuit jusqu’à l’élection de leurs remplaçants.

Vacances

(7) Les administrateurs, élus lors d’une assemblée qui —compte tenu de l’absence de consentement, de l’inhabilité, de l’incapacité ou du décès de certains candidats — ne peut élire le nombre fixe ou minimal d’administrateurs requis par les statuts, peuvent exercer tous les pouvoirs des administrateurs s’ils constituent le quorum au sein du conseil d’administration.

Nominations entre les assemblées annuelles

(8) Dans les cas où les statuts le prévoient, les administrateurs peuvent nommer un ou plusieurs administrateurs supplémentaires dont le mandat expire au plus tard à la clôture de la prochaine assemblée annuelle, à condition que le nombre total des administrateurs ainsi nommés n’excède pas le tiers du nombre des administrateurs élus à la dernière assemblée annuelle.

Consentement à l’élection ou la nomination

(9) L’élection ou la nomination d’un particulier au poste d’administrateur est subordonnée:

a) s’il était présent à l’assemblée qui l’élit ou le nomme administrateur, à ce qu’il ne refuse pas d’occuper ce poste;

b) s’il était absent, soit à son consentement à occuper ce poste, donné par écrit avant son élection ou sa nomination ou dans les dix jours suivants, soit au fait de remplir les fonctions de ce poste après son élection ou sa nomination.

L.R. (1985), ch. C-44, art. 106; 1994, ch. 24, art. 11; 2001, ch. 14, art. 38 et 135(A).

Vote cumulatif

107 Lorsque les statuts prévoient le vote cumulatif:

a) ils doivent exiger que soit élu un nombre fixed’administrateurs;

b) les actionnaires habiles à choisir les administrateurs disposent d’un nombre de voix, égal à celui dont sont assorties leurs actions, multiplié par le

 

 

Current to February 11, 2020

  82   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 107-108

 

Articles 107-108

 

the shareholder multiplied by the number of directors to be elected, and may cast all of those votes in favour of one candidate or distribute them among the candidates in any manner;

(c) a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution;

(d) if a shareholder has voted for more than one candidate without specifying the distribution of votes, the shareholder is deemed to have distributed the votes equally among those candidates;

(e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled;

(f) each director ceases to hold office at the close of the first annual meeting of shareholders following the director’s election;

(g) a director may be removed from office only if the number of votes cast in favour of the director’s removal is greater than the product of the number of directors required by the articles and the number of votes cast against the motion; and

(h) the number of directors required by the articles may be decreased only if the votes cast in favour of the motion to decrease the number of directors is greater than the product of the number of directors required by the articles and the number of votes cast against the motion.

R.S., 1985, c. C-44, s. 107; 2001, c. 14, ss. 39(E), 135(E).

Ceasing to hold office

108 (1) A director of a corporation ceases to hold office when the director

(a) dies or resigns;

(b) is removed in accordance with section 109; or

(c) becomes disqualified under subsection 105(1).

Effective date of resignation

(2) A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

R.S., 1985, c. C-44, s. 108; 2001, c. 14, s. 135(E).

nombre d’administrateurs à élire; ils peuvent les porter sur un ou plusieurs candidats;

c) chaque poste d’administrateur fait l’objet d’un vote distinct, sauf adoption à l’unanimité d’une résolution permettant à deux personnes ou plus d’être élues par la même résolution;

d) l’actionnaire qui a voté pour plus d’un candidat, sans autres précisions, est réputé avoir réparti ses voix également entre les candidats;

e) les candidats qui recueillent le plus grand nombre de voix sont élus administrateurs, dans la limite des postes à pourvoir;

f) le mandat de chaque administrateur prend fin à la clôture de la première assemblée annuelle suivant son élection;

g) la révocation d’un administrateur ne peut intervenir que si le nombre de voix en faveur de cette mesure dépasse le nombre de voix exprimées contre elle, multiplié par le nombre fixe d’administrateurs prévu par les statuts;

h) la réduction, par motion, du nombre fixe d’administrateurs prévu par les statuts ne peut intervenir que si le nombre de voix en faveur de cette motion dépasse le nombre de voix exprimées contre elle, multiplié par le nombre fixe d’administrateurs prévu par les statuts.

L.R. (1985), ch. C-44, art. 107; 2001, ch. 14, art. 39(A) et 135(A).

Fin du mandat

108 (1) Le mandat d’un administrateur prend fin en raison:

a) de son décès ou de sa démission;

b) de sa révocation aux termes de l’article 109;

c) de son inhabilité à l’exercer, aux termes du paragraphe 105(1).

Date d’effet de la démission

(2) La démission d’un administrateur prend effet à la date de son envoi par écrit à la société ou, à la date postérieure qui y est indiquée.

L.R. (1985), ch. C-44, art. 108; 2001, ch. 14, art. 135(A).

 

 

Current to February 11, 2020

  83   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 109-110

 

Articles 109-110

 

Removal of directors

109 (1) Subject to paragraph 107(g), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.

Exception

(2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

Vacancy

(3) Subject to paragraphs 107(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 111.

Resignation (or removal)

(4) If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act.

Exception

(5) Subsection (4) does not apply to

(a) an officer who manages the business or affairs of the corporation under the direction or control of a shareholder or other person;

(b) a lawyer, notary, accountant or other professional who participates in the management of the corporation solely for the purpose of providing professional services; or

(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

R.S., 1985, c. C-44, s. 109; 2001, c. 14, s. 40; 2011, c. 21, s. 50(E).

Attendance at meeting

110 (1) A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders.

Statement of director

(2) A director who

 

Révocation des administrateurs

109 (1) Sous réserve de l’alinéa 107g), les actionnaires peuvent, lors d’une assemblée extraordinaire, révoquer les administrateurs par résolution ordinaire.

Exception

(2) Les administrateurs ne peuvent être révoqués que par résolution ordinaire, adoptée lors d’une assemblée, par les actionnaires qui ont le droit exclusif de les élire.

Vacances

(3) Sous réserve des alinéas 107b) à e), toute vacance découlant d’une révocation peut être comblée lors de l’assemblée qui a prononcé la révocation ou, à défaut, conformément à l’article 111.

Démission ou révocation

(4) Si tous les administrateurs démissionnent ou sont révoqués sans être remplacés, quiconque gère les activités commerciales et les affaires internes de la société ou en surveille la gestion est réputé être un administrateur pour l’application de la présente loi.

Exceptions

(5) Le paragraphe (4) ne s’applique pas aux personnes suivantes:

a) le dirigeant qui gère les activités commerciales ou les affaires internes de la société sous la direction ou le contrôle d’un actionnaire ou d’une autre personne;

b) l’avocat, le notaire, le comptable ou tout autre professionnel qui participe à la direction de la société uniquement dans le but de fournir des services professionnels;

c) le syndic de faillite, le séquestre, le séquestre-gérant ou le créancier garanti qui participe à la direction de la société ou exerce le contrôle sur ses biens uniquement dans le but de réaliser les sûretés ou d’administrer les biens d’un failli, dans le cas d’un syndic de faillite.

L.R. (1985), ch. C-44, art. 109; 2001, ch. 14, art. 40; 2011, ch. 21, art. 50(A).

Présence à l’assemblée

110 (1) Les administrateurs ont droit de recevoir avis des assemblées et peuvent y assister et y prendre la parole.

Déclaration de l’administrateur

(2) L’administrateur qui, selon le cas:

 

 

Current to February 11, 2020

  84   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 110-111

 

Articles 110-111

 

(a) resigns,

(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or

(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution.

Circulating statement

(3) A corporation shall forthwith send a copy of the statement referred to in subsection (2) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director unless the statement is included in or attached to a management proxy circular required by section 150.

Immunity

(4) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).

R.S., 1985, c. C-44, s. 110; 2001, c. 14, s. 135(E); 2018, c. 8, s. 13.1(F).

Filling vacancy

111 (1) Despite subsection 114(3), but subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles.

Calling meeting

(2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

Class director

(3) If the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors,

a) démissionne;

b) est informé, notamment par avis, de la convocation d’une assemblée en vue de le révoquer;

c) est informé, notamment par avis, d’une réunion du conseil d’administration ou d’une assemblée, convoquées en vue de nommer ou d’élire son remplaçant, par suite de sa démission, de sa révocation ou de l’expiration de son mandat,

peut, dans une déclaration écrite, exposer à la société les motifs de sa démission ou de son opposition aux mesures ou résolutions proposées.

Diffusion de la déclaration

(3) La société envoie sans délai, au directeur et aux actionnaires qui doivent recevoir avis des assemblées visées au paragraphe (1), copie de la déclaration mentionnée au paragraphe (2), sauf si elle figure dans une circulaire de sollicitation de procurations de la direction exigée à l’article 150 ou y est annexée.

Immunité

(4) La société ou la personne agissant en son nom n’engagent pas leur responsabilité en diffusant la déclaration faite par un administrateur en conformité avec le paragraphe (3).

L.R. (1985), ch. C-44, art. 110; 2001, ch. 14, art. 135(A); 2018, ch. 8, art. 13.1(F).

Manière de combler les vacances

111 (1) Malgré le paragraphe 114(3), mais sous réserve des paragraphes (3) et (4), les administrateurs peuvent, s’il y a quorum, combler les vacances survenues au sein du conseil, à l’exception de celles qui résultent du défaut d’élire le nombre fixe ou minimal d’administrateurs prévu par les statuts ou d’une augmentation du nombre fixe, minimal ou maximal d’administrateurs prévu par les statuts.

Convocation d’une assemblée

(2) Les administrateurs en fonction doivent convoquer, dans les meilleurs délais, une assemblée extraordinaire en vue de combler les vacances résultant de l’absence de quorum ou du défaut d’élire le nombre fixe ou minimal d’administrateurs prévu par les statuts; s’ils négligent de le faire ou s’il n’y a aucun administrateur en fonction, tout actionnaire peut convoquer cette assemblée.

Administrateurs élus pour une catégorie d’actions

(3) Les vacances survenues parmi les administrateurs que les détenteurs d’une catégorie ou d’une série

 

 

Current to February 11, 2020

  85   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 111-112

 

Articles 111-112

 

(a) subject to subsection (4), the remaining directors elected by the holders of that class or series of shares may fill the vacancy except a vacancy resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the articles for that class or series; or

(b) if there are no remaining directors any holder of shares of that class or series may call a meeting of the holders of shares of that class or series for the purpose of filling the vacancy.

Shareholders filling vacancy

(4) The articles may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series.

Unexpired term

(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

R.S., 1985, c. C-44, s. 111; 2001, c. 14, ss. 41, 135(E).

Number of directors

112 (1) The shareholders of a corporation may amend the articles to increase or, subject to paragraph 107(h), to decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.

Election of directors where articles amended

(2) Where the shareholders at a meeting adopt an amendment to the articles of a corporation to increase or, subject to paragraph 107(h) and to subsection (1), decrease the number or minimum or maximum number of directors, the shareholders may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, notwithstanding subsections 179(1) and 262(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the shareholders adopt the amendment.

R.S., 1985, c. C-44, s. 112; 1994, c. 24, s. 12.

quelconque d’actions ont le droit exclusif d’élire peuvent être comblées:

a) soit, sous réserve du paragraphe (4), par les administrateurs en fonction élus par les détenteurs de cette catégorie ou série d’actions, à l’exception des vacances résultant du défaut d’élire le nombre fixe ou minimal d’administrateurs prévu par les statuts ou d’une augmentation du nombre fixe, minimal ou maximal d’administrateurs prévu par les statuts;

b) soit, en l’absence d’administrateurs en fonction, lors de l’assemblée que les détenteurs de cette catégorie ou série d’actions peuvent convoquer pour combler les vacances.

Élection par actionnaires

(4) Les statuts peuvent prévoir que les vacances au sein du conseil d’administration seront comblées uniquement à la suite d’un vote, soit des actionnaires, soit des détenteurs de la catégorie ou série ayant le droit exclusif de le faire.

Mandat

(5) L’administrateur nommé ou élu pour combler une vacance remplit le mandat non expiré de son prédécesseur.

L.R. (1985), ch. C-44, art. 111; 2001, ch. 14, art. 41 et 135(A).

Nombre des administrateurs

112 (1) Les actionnaires peuvent modifier les statuts en vue d’augmenter ou, sous réserve de l’alinéa 107h), de diminuer les nombres fixe, minimal ou maximal d’administrateurs; toutefois, une diminution de ces nombres ne peut entraîner une réduction de la durée du mandat des administrateurs en fonctions.

Élection des administrateurs à la suite de la modification des statuts

(2) En cas de modification des statuts pour augmenter ou, sous réserve de l’alinéa 107h) et du paragraphe (1), diminuer les nombres fixe, minimal ou maximal d’administrateurs, les actionnaires peuvent, au cours de l’assemblée à laquelle ils adoptent la modification, élire le nombre d’administrateurs qu’elle autorise; à cette fin, les statuts, dès l’octroi d’un certificat de modification, nonobstant les paragraphes 179(1) et 262(3), sont réputés modifiés à la date de l’adoption de la modification par les actionnaires.

L.R. (1985), ch. C-44, art. 112; 1994, ch. 24, art. 12.

 

 

Current to February 11, 2020

  86   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 113-114

 

Articles 113-114

 

Notice of change of director or director’s address

113 (1) A corporation shall, within fifteen days after

(a) a change is made among its directors, or

(b) it receives a notice of change of address of a director referred to in subsection (1.1),

send to the Director a notice, in the form that the Director fixes, setting out the change, and the Director shall file the notice.

Director’s change of address

(1.1) A director shall, within fifteen days after changing his or her address, send the corporation a notice of that change.

Application to court

(2) Any interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit.

R.S., 1985, c. C-44, s. 113; 2001, c. 14, s. 42.

Meeting of directors

114 (1) Unless the articles or by-laws otherwise provide, the directors may meet at any place and on such notice as the by-laws require.

Quorum

(2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

Canadian directors present at meetings

(3) Directors, other than directors of a corporation referred to in subsection 105(4), shall not transact business at a meeting of directors unless,

(a) if the corporation is subject to subsection 105(3), at least twenty-five per cent of the directors present are resident Canadians or, if the corporation has less than four directors, at least one of the directors present is a resident Canadian; or

(b) if the corporation is subject to subsection 105(3.1), a majority of directors present are resident Canadians or if the corporation has only two directors, at least one of the directors present is a resident Canadian.

 

Avis de changement

113 (1) Dans les quinze jours suivant soit tout changement dans la composition du conseil d’administration, soit la réception de l’avis de changement d’adresse visé au paragraphe (1.1), la société doit aviser le directeur du changement, en la forme établie par lui, pour enregistrement.

Avis de changement d’adresse

(1.1) S’il change d’adresse, l’administrateur en avise la société dans les quinze jours qui suivent.

Demande au tribunal

(2) À la demande de tout intéressé ou du directeur, le tribunal peut, s’il le juge utile, obliger par ordonnance la société à se conformer au paragraphe (1), et prendre toute autre mesure pertinente.

L.R. (1985), ch. C-44, art. 113; 2001, ch. 14, art. 42.

Réunion du conseil

114 (1) Sauf disposition contraire des statuts ou des règlements administratifs, les administrateurs peuvent se réunir en tout lieu et après avoir donné l’avis qu’exigent les règlements administratifs.

Quorum

(2) Sous réserve des statuts ou des règlements administratifs, la majorité du nombre fixe ou minimal d’administrateurs constitue le quorum; lorsque celui-ci est atteint, les administrateurs peuvent exercer leurs pouvoirs, nonobstant toute vacance en leur sein.

Administrateurs résidents canadiens

(3) Les administrateurs des sociétés non visées au paragraphe 105(4) ne peuvent délibérer lors des réunions que si:

a) dans le cas des sociétés visées au paragraphe 105(3), au moins vingt-cinq pour cent des administrateurs présents sont résidents canadiens ou, lorsque celles-ci comptent moins de quatre administrateurs, au moins l’un des administrateurs présents est résident canadien;

b) dans le cas des sociétés visées au paragraphe 105(3.1), la majorité des administrateurs présents est constituée de résidents canadiens ou, lorsque celles-ci ne comptent que deux administrateurs, au moins l’un des administrateurs présents est résident canadien.

 

 

Current to February 11, 2020

  87   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 114-115

 

Articles 114-115

 

Exception

(4) Despite subsection (3), directors may transact business at a meeting of directors where the number of resident Canadian directors, required under that subsection, is not present if

(a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and

(b) the required number of resident Canadian directors would have been present had that director been present at the meeting.

Notice of meeting

(5) A notice of a meeting of directors shall specify any matter referred to in subsection 115(3) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not specify the purpose of or the business to be transacted at the meeting.

Waiver of notice

(6) A director may in any manner waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Adjournment

(7) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

One director meeting

(8) Where a corporation has only one director, that director may constitute a meeting.

Participation

(9) Subject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting.

R.S., 1985, c. C-44, s. 114; 2001, c. 14, s. 43.

Delegation

115 (1) Directors of a corporation may appoint from their number a managing director who is a resident

Exception

(4) Par dérogation au paragraphe (3), les administrateurs peuvent délibérer, même en cas d’absence du nombre de résidents canadiens dont la présence est requise par ce paragraphe si:

a) parmi les administrateurs absents, un résident canadien approuve les délibérations par écrit ou par tout autre moyen de communication — téléphonique, électronique ou autre;

b) la présence de cet administrateur aurait permis de constituer le nombre de résidents canadiens dont la présence est requise.

Avis de la réunion

(5) L’avis de convocation d’une réunion fait état des questions à régler tombant sous le coup du paragraphe 115(3), mais, sauf disposition contraire des règlements administratifs, n’a besoin de préciser ni l’objet ni l’ordre du jour de la réunion.

Renonciation

(6) Les administrateurs peuvent renoncer à l’avis de convocation; leur présence à la réunion équivaut à une telle renonciation, sauf lorsqu’ils y assistent spécialement pour s’opposer aux délibérations au motif que la réunion n’est pas régulièrement convoquée.

Ajournement

(7) Il n’est pas nécessaire de donner avis de l’ajournement d’une réunion si les date, heure et lieu de la reprise sont annoncés lors de la réunion initiale.

Administrateur unique

(8) L’administrateur unique d’une société peut régulièrement tenir une réunion.

Participation

(9) Sous réserve des règlements administratifs et du consentement de tous les administrateurs, tout administrateur peut, conformément aux éventuels règlements, participer à une réunion par tout moyen de communication — téléphonique, électronique ou autre — permettant à tous les participants de communiquer adéquatement entre eux; il est alors réputé, pour l’application de la présente loi, avoir assisté à la réunion.

L.R. (1985), ch. C-44, art. 114; 2001, ch. 14, art. 43.

Délégation

115 (1) Les administrateurs peuvent déléguer certains de leurs pouvoirs à un administrateur-gérant, choisi

 

 

Current to February 11, 2020

  88   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 115-117

 

Articles 115-117

 

Canadian or a committee of directors and delegate to such managing director or committee any of the powers of the directors.

(2) [Repealed, 2001, c. 14, s. 44]

Limits on authority

(3) Notwithstanding subsection (1), no managing director and no committee of directors has authority to

(a) submit to the shareholders any question or matter requiring the approval of the shareholders;

(b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;

(c) issue securities except as authorized by the directors;

(c.1) issue shares of a series under section 27 except as authorized by the directors;

(d) declare dividends;

(e) purchase, redeem or otherwise acquire shares issued by the corporation;

(f) pay a commission referred to in section 41 except as authorized by the directors;

(g) approve a management proxy circular referred to in Part XIII;

(h) approve a take-over bid circular or directors’ circular referred to in Part XVII;

(i) approve any financial statements referred to in section 155; or

(j) adopt, amend or repeal by-laws.

R.S., 1985, c. C-44, s. 115; 2001, c. 14, s. 44.

Validity of acts of directors and officers

116 An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.

R.S., 1985, c. C-44, s. 116; 2001, c. 14, s. 135(E).

Resolution in lieu of meeting

117 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of

parmi eux, qui doit être résident canadien, ou à un comité du conseil d’administration.

(2) [Abrogé, 2001, ch. 14, art. 44]

Limitation de pouvoirs

(3) Nonobstant le paragraphe (1), ni l’administrateur-gérant ni le comité ne peuvent:

a) soumettre aux actionnaires des questions qui requièrent l’approbation de ces derniers;

b) combler les postes vacants des administrateurs ou du vérificateur ni nommer des administrateurs supplémentaires;

c) émettre des valeurs mobilières qu’en conformité avec l’autorisation des administrateurs;

c.1) émettre des actions d’une série conformément à l’article 27 qu’en conformité avec l’autorisation des administrateurs;

d) déclarer des dividendes;

e) acquérir, notamment par achat ou rachat, des actions émises par la société;

f) verser la commission prévue à l’article 41 qu’en conformité avec l’autorisation des administrateurs;

g) approuver les circulaires de la direction sollicitant des procurations et visées à la partie XIII;

h) approuver les circulaires d’offre d’achat visant à la mainmise ou celles des administrateurs visées à la partie XVII;

i) approuver les états financiers mentionnés à l’article 155;

j) prendre, modifier ni révoquer les règlements administratifs.

L.R. (1985), ch. C-44, art. 115; 2001, ch. 14, art. 44.

Validité des actes des administrateurs et des dirigeants

116 Les actes des administrateurs ou des dirigeants sont valides nonobstant l’irrégularité de leur élection ou nomination ou leur inhabilité.

L.R. (1985), ch. C-44, art. 116; 2001, ch. 14, art. 135(A).

Résolution tenant lieu d’assemblée

117 (1) Les résolutions écrites, signées de tous les administrateurs habiles à voter lors des réunions du

 

 

Current to February 11, 2020

  89   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 117-118

 

Articles 117-118

 

directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

Filing resolution

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.

Evidence

(3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

R.S., 1985, c. C-44, s. 117; 2001, c. 14, s. 45.

Directors’ liability

118 (1) Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 25 for a consideration other than money are jointly and severally, or solidarily, liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.

Further directors’ liabilities

(2) Directors of a corporation who vote for or consent to a resolution authorizing any of the following are jointly and severally, or solidarily, liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation:

(a) a purchase, redemption or other acquisition of shares contrary to section 34, 35 or 36;

(b) a commission contrary to section 41;

(c) a payment of a dividend contrary to section 42;

(d) a payment of an indemnity contrary to section 124; or

(e) a payment to a shareholder contrary to section 190 or 241.

Contribution

(3) A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.

conseil ou d’un comité de ce conseil, ont la même valeur que si elles avaient été adoptées au cours de ces réunions.

Dépôt de la résolution

(2) Un exemplaire des résolutions visées au paragraphe (1) est conservé avec les procès-verbaux des délibérations du conseil ou du comité.

Preuve

(3) Sauf s’il y a demande d’un vote par scrutin, l’inscription au procès-verbal de la réunion précisant que le président a déclaré qu’une résolution a été adoptée ou rejetée fait foi, sauf preuve contraire, de ce fait, sans qu’il soit nécessaire de prouver le nombre ou la proportion des votes en faveur de cette résolution ou contre elle.

L.R. (1985), ch. C-44, art. 117; 2001, ch. 14, art. 45.

Responsabilité des administrateurs

118 (1) Les administrateurs qui, par vote ou acquiescement, approuvent l’adoption d’une résolution autorisant l’émission d’actions conformément à l’article 25, en contrepartie d’un apport autre qu’en numéraire, sont solidairement tenus de donner à la société la différence entre la juste valeur de cet apport et celle de l’apport en numéraire qu’elle aurait dû recevoir à la date de la résolution.

Responsabilité supplémentaire des administrateurs

(2) Sont solidairement tenus de restituer à la société les sommes en cause non encore recouvrées, les administrateurs qui ont, par vote ou acquiescement, approuvé l’adoption d’une résolution autorisant, selon le cas:

a) l’acquisition, notamment par achat ou rachat, d’actions en violation des articles 34, 35 ou 36;

b) le versement d’une commission en violation de l’article 41;

c) le versement d’un dividende en violation de l’article 42;

d) le versement d’une indemnité en violation de l’article 124;

e) le versement de sommes à des actionnaires en violation des articles 190 ou 241.

Répétition

(3) L’administrateur qui a satisfait au jugement rendu en vertu du présent article peut répéter les parts des administrateurs qui ont, par vote ou acquiescement, approuvé l’adoption de la mesure illégale en cause.

 

 

Current to February 11, 2020

  90   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 118-119

 

Articles 118-119

 

Recovery

(4) A director liable under subsection (2) is entitled to apply to a court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241.

Order of court

(5) In connection with an application under subsection (4) a court may, if it is satisfied that it is equitable to do so,

(a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241;

(b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or

(c) make any further order it thinks fit.

No liability

(6) A director who proves that the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money is not liable under subsection (1).

Limitation

(7) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.

R.S., 1985, c. C-44, s. 118; 2001, c. 14, ss. 46, 135(E).

Liability of directors for wages

119 (1) Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months wages payable to each such employee for services performed for the corporation while they are such directors respectively.

Conditions precedent to liability

(2) A director is not liable under subsection (1) unless

 

Recours

(4) L’administrateur tenu responsable conformément au paragraphe (2) peut demander au tribunal une ordonnance obligeant les bénéficiaires, notamment les actionnaires, à lui remettre les fonds ou biens reçus en violation des articles 34, 35, 36, 41, 42, 124, 190 ou 241.

Ordonnance du tribunal

(5) À l’occasion de la demande visée au paragraphe (4), le tribunal peut, s’il estime équitable de le faire:

a) ordonner aux bénéficiaires de remettre à l’administrateur les fonds ou biens reçus en violation des articles 34, 35, 36, 41, 42, 124, 190 ou 241;

b) ordonner à la société de rétrocéder les actions à la personne de qui elle les a achetées, rachetées ou autrement acquises ou d’en émettre en sa faveur;

c) rendre les ordonnances qu’il estime pertinentes.

Absence de responsabilité

(6) Les administrateurs ne peuvent être responsables conformément au paragraphe (1) s’ils prouvent qu’ils ne savaient pas et ne pouvaient raisonnablement savoir que l’action a été émise en contrepartie d’un apport inférieur à l’apport en numéraire que la société aurait dû recevoir.

Prescription

(7) Les actions en responsabilité prévues au présent article se prescrivent par deux ans à compter de la date de la résolution autorisant l’acte incriminé.

L.R. (1985), ch. C-44, art. 118; 2001, ch. 14, art. 46 et 135(A).

Responsabilité des administrateurs envers les employés

119 (1) Les administrateurs sont solidairement responsables, envers les employés de la société, des dettes liées aux services que ceux-ci exécutent pour le compte de cette dernière pendant qu’ils exercent leur mandat, et ce jusqu’à concurrence de six mois de salaire.

Conditions préalables à l’existence de la responsabilité

(2) La responsabilité des administrateurs n’est engagée en vertu du paragraphe (1) que dans l’un ou l’autre des cas suivants:

 

 

Current to February 11, 2020

  91   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 119-120

 

Articles 119-120

 

(a) the corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part;

(b) the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or

(c) the corporation has made an assignment or a bankruptcy order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proved within six months after the date of the assignment or bankruptcy order.

Limitation

(3) A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section.

Amount due after execution

(4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.

Subrogation of director

(5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is

(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

(b) elsewhere in Canada, entitled to an assignment of the judgment.

Contribution

(6) A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim.

R.S., 1985, c. C-44, s. 119; 1992, c. 27, s. 90; 2001, c. 14, ss. 47, 135(E); 2004, c. 25, s. 187; 2011, c. 21, s. 51.

Disclosure of interest

120 (1) A director or an officer of a corporation shall disclose to the corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and

a) l’exécution n’a pu satisfaire au montant accordé par jugement, à la suite d’une action en recouvrement de la créance intentée contre la société dans les six mois de l’échéance;

b) l’existence de la créance est établie dans les six mois de la première des dates suivantes : celle du début des procédures de liquidation ou de dissolution de la société ou celle de sa dissolution;

c) l’existence de la créance est établie dans les six mois d’une cession de biens ou d’une ordonnance de faillite frappant la société conformément à la Loi sur la faillite et l’insolvabilité.

Limite

(3) La responsabilité des administrateurs n’est engagée en vertu du présent article que si l’action est intentée durant leur mandat ou dans les deux ans suivant la cessation de celui-ci.

Obligation après exécution

(4) Les administrateurs ne sont tenus que des sommes restant à recouvrer après l’exécution visée à l’alinéa (2)a).

Subrogation de l’administrateur

(5) L’administrateur qui acquitte les dettes visées au paragraphe (1), dont l’existence est établie au cours d’une procédure soit de liquidation et de dissolution, soit de faillite, a droit à toute priorité qu’aurait pu faire valoir l’employé et, si un jugement a été rendu:

a) au Québec, est subrogé dans les droits constatés par celui-ci;

b) ailleurs au Canada, a le droit d’en exiger la cession.

Répétition

(6) L’administrateur qui acquitte une créance en vertu du présent article peut répéter les parts des administrateurs qui étaient également responsables.

L.R. (1985), ch. C-44, art. 119; 1992, ch. 27, art. 90; 2001, ch. 14, art. 47 et 135(A); 2004, ch. 25, art. 187; 2011, ch. 21, art. 51.

Communication des intérêts

120 (1) L’administrateur ou le dirigeant doit communiquer par écrit à la société ou demander que soient consignées au procès-verbal des réunions la nature et l’étendue de son intérêt dans un contrat ou une opération — en cours ou projeté — d’importance avec elle, dans l’un ou l’autre des cas suivants:

 

 

Current to February 11, 2020

  92   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Section 120

 

Article 120

 

extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the corporation, if the director or officer

(a) is a party to the contract or transaction;

(b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or

(c) has a material interest in a party to the contract or transaction.

Time of disclosure for director

(2) The disclosure required by subsection (1) shall be made, in the case of a director,

(a) at the meeting at which a proposed contract or transaction is first considered;

(b) if the director was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after he or she becomes so interested;

(c) if the director becomes interested after a contract or transaction is made, at the first meeting after he or she becomes so interested; or

(d) if an individual who is interested in a contract or transaction later becomes a director, at the first meeting after he or she becomes a director.

Time of disclosure for officer

(3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

(a) immediately after he or she becomes aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting;

(b) if the officer becomes interested after a contract or transaction is made, immediately after he or she becomes so interested; or

(c) if an individual who is interested in a contract later becomes an officer, immediately after he or she becomes an officer.

Time of disclosure for director or officer

(4) If a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the corporation’s business, would not require approval by the directors or shareholders, a

a) il est partie à ce contrat ou à cette opération;

b) il est administrateur ou dirigeant — ou un particulier qui agit en cette qualité — d’une partie à un tel contrat ou à une telle opération;

c) il possède un intérêt important dans une partie au contrat ou à l’opération.

Moment de la communication: administrateur

(2) L’administrateur effectue la communication lors de la première réunion:

a) au cours de laquelle le projet de contrat ou d’opération est étudié;

b) suivant le moment où il acquiert un intérêt dans le projet de contrat ou d’opération, s’il n’en avait pas lors de la réunion visée à l’alinéa a);

c) suivant le moment où il acquiert un intérêt dans un contrat ou une opération déjà conclu;

d) suivant le moment où il devient administrateur, s’il le devient après l’acquisition de l’intérêt.

Moment de la communication: dirigeant

(3) Le dirigeant qui n’est pas administrateur effectue la communication immédiatement après:

a) avoir appris que le contrat ou l’opération — en cours ou projeté — a été ou sera examiné lors d’une réunion;

b) avoir acquis un intérêt dans un contrat ou une opération déjà conclu;

c) être devenu dirigeant, s’il le devient après l’acquisition de l’intérêt.

Moment de la communication: approbation non nécessaire

(4) L’administrateur ou le dirigeant doit communiquer par écrit à la société ou demander que soient consignées au procès-verbal de la réunion la nature et l’étendue de son intérêt dès qu’il a connaissance d’un contrat ou d’une

 

 

Current to February 11, 2020

  93   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Section 120

 

Article 120

 

director or officer shall disclose, in writing to the corporation or request to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of his or her interest immediately after he or she becomes aware of the contract or transaction.

Voting

(5) A director required to make a disclosure under subsection (1) shall not vote on any resolution to approve the contract or transaction unless the contract or transaction

(a) relates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;

(b) is for indemnity or insurance under section 124; or

(c) is with an affiliate.

Continuing disclosure

(6) For the purposes of this section, a general notice to the directors declaring that a director or an officer is to be regarded as interested, for any of the following reasons, in a contract or transaction made with a party, is a sufficient declaration of interest in relation to the contract or transaction:

(a) the director or officer is a director or officer, or acting in a similar capacity, of a party referred to in paragraph (1)(b) or (c);

(b) the director or officer has a material interest in the party; or

(c) there has been a material change in the nature of the director’s or the officer’s interest in the party.

Access to disclosures

(6.1) The shareholders of the corporation may examine the portions of any minutes of meetings of directors or of committees of directors that contain disclosures under this section, and any other documents that contain those disclosures, during the usual business hours of the corporation.

Avoidance standards

(7) A contract or transaction for which disclosure is required under subsection (1) is not invalid, and the director or officer is not accountable to the corporation or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest

opération — en cours ou projeté — d’importance qui, dans le cadre de l’activité commerciale normale de la société, ne requiert l’approbation ni des administrateurs ni des actionnaires.

Vote

(5) L’administrateur visé au paragraphe (1) ne peut participer au vote sur la résolution présentée pour faire approuver le contrat ou l’opération, sauf s’il s’agit d’un contrat ou d’une opération:

a) portant essentiellement sur sa rémunération en qualité d’administrateur, de dirigeant, d’employé ou de mandataire de la société ou d’une personne morale de son groupe;

b) portant sur l’indemnité ou l’assurance prévue à l’article 124;

c) conclu avec une personne morale du même groupe.

Avis général d’intérêt

(6) Pour l’application du présent article, constitue une communication suffisante de son intérêt dans un contrat ou une opération l’avis général que donne l’administrateur ou le dirigeant d’une société aux autres administrateurs et portant qu’il est administrateur ou dirigeant — ou qu’il agit en cette qualité — d’une partie visée aux alinéas (1)b) ou c), qu’il y possède un intérêt important ou qu’il y a eu un changement important de son intérêt dans celle-ci et qu’il doit être considéré comme ayant un intérêt dans tout contrat ou opération conclu avec elle.

Consultation

(6.1) Les actionnaires de la société peuvent consulter, pendant les heures normales d’ouverture de celle-ci, toute partie des procès-verbaux des réunions ou de tout autre document dans lesquels les intérêts d’un administrateur ou d’un dirigeant dans un contrat ou une opération sont communiqués en vertu du présent article.

Effet de la communication

(7) Un contrat ou une opération assujetti à l’obligation de communication prévue au paragraphe (1) n’est pas entaché de nullité, et l’administrateur ou le dirigeant n’est pas tenu de rendre compte à la société ou à ses actionnaires des bénéfices qu’il en a tirés, au seul motif

 

 

Current to February 11, 2020

  94   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 120-121

 

Articles 120-121

 

in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if

(a) disclosure of the interest was made in accordance with subsections (1) to (6);

(b) the directors approved the contract or transaction; and

(c) the contract or transaction was reasonable and fair to the corporation when it was approved.

Confirmation by shareholders

(7.1) Even if the conditions of subsection (7) are not met, a director or officer, acting honestly and in good faith, is not accountable to the corporation or to its shareholders for any profit realized from a contract or transaction for which disclosure is required under subsection (1), and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, if

(a) the contract or transaction is approved or confirmed by special resolution at a meeting of the shareholders;

(b) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

(c) the contract or transaction was reasonable and fair to the corporation when it was approved or confirmed.

Application to court

(8) If a director or an officer of a corporation fails to comply with this section, a court may, on application of the corporation or any of its shareholders, set aside the contract or transaction on any terms that it thinks fit, or require the director or officer to account to the corporation for any profit or gain realized on it, or do both those things.

R.S., 1985, c. C-44, s. 120; 2001, c. 14, s. 48; 2011, c. 21, s. 52(E).

Officers

121 Subject to the articles, the by-laws or any unanimous shareholder agreement,

(a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to

que l’administrateur ou le dirigeant a un intérêt dans le contrat ou l’opération ou que l’administrateur a assisté à la réunion au cours de laquelle est étudié le contrat ou l’opération ou a permis d’en atteindre le quorum, si les conditions suivantes sont réunies:

a) l’administrateur ou le dirigeant a communiqué son intérêt conformément aux paragraphes (1) à (6);

b) les administrateurs de la société ont approuvé le contrat ou l’opération;

c) au moment de son approbation, le contrat ou l’opération était équitable pour la société.

Confirmation par les actionnaires

(7.1) Toutefois, même si les conditions visées au paragraphe (7) ne sont pas réunies, le contrat ou l’opération n’est pas entaché de nullité, et l’administrateur ou le dirigeant qui agit avec intégrité et de bonne foi n’est pas tenu de rendre compte à la société ou à ses actionnaires des bénéfices qu’il en a tirés, au seul motif que l’administrateur ou le dirigeant a un intérêt dans le contrat ou l’opération, si les conditions suivantes sont réunies:

a) le contrat ou l’opération a fait l’objet d’une approbation ou d’une confirmation par résolution spéciale adoptée à une assemblée;

b) l’intérêt a été communiqué aux actionnaires de façon suffisamment claire pour en indiquer la nature et l’étendue avant l’approbation ou la confirmation du contrat ou de l’opération;

c) au moment de son approbation ou de sa confirmation, le contrat ou l’opération était équitable pour la société.

Ordonnance du tribunal

(8) Le tribunal peut, à la demande de la société — ou d’un de ses actionnaires — dont l’un des administrateurs ou dirigeants ne se conforme pas au présent article rendre une ordonnance d’annulation du contrat ou de l’opération selon les modalités qu’il estime indiquées et enjoindre à l’administrateur ou au dirigeant de rendre compte à la société de tout bénéfice qu’il en a tiré.

L.R. (1985), ch. C-44, art. 120; 2001, ch. 14, art. 48; 2011, ch. 21, art. 52(A).

Dirigeants

121 Sous réserve des statuts, des règlements administratifs ou de toute convention unanime des actionnaires, il est possible, au sein de la société:

a) pour les administrateurs, de créer des postes de dirigeants, d’y nommer des personnes pleinement

 

 

Current to February 11, 2020

  95   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 121-122

 

Articles 121-122

 

 

manage the business and affairs of the corporation, except powers to do anything referred to in subsection 115(3);

(b) a director may be appointed to any office of the corporation; and

(c) two or more offices of the corporation may be held by the same person.

R.S., 1985, c. C-44, s. 121; 2001, c. 14, s. 49(F).

Duty of care of directors and officers

122 (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall

(a) act honestly and in good faith with a view to the best interests of the corporation; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Best interests of the corporation

(1.1) When acting with a view to the best interests of the corporation under paragraph (1)(a), the directors and officers of the corporation may consider, but are not limited to, the following factors:

(a) the interests of

(i) shareholders,

(ii) employees,

(iii) retirees and pensioners,

(iv) creditors,

(v) consumers, and

(vi) governments;

(b) the environment; and

(c) the long-term interests of the corporation.

Duty to comply

(2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and any unanimous shareholder agreement.

No exculpation

(3) Subject to subsection 146(5), no provision in a contract, the articles, the by-laws or a resolution relieves a

capables, de préciser leurs fonctions et de leur déléguer le pouvoir de gérer les activités commerciales et les affaires internes de la société, sauf les exceptions prévues au paragraphe 115(3);

b) de nommer un administrateur à n’importe quel poste;

c) pour la même personne, d’occuper plusieurs postes.

L.R. (1985), ch. C-44, art. 121; 2001, ch. 14, art. 49(F).

Devoir des administrateurs et dirigeants

122 (1) Les administrateurs et les dirigeants doivent, dans l’exercice de leurs fonctions, agir:

a) avec intégrité et de bonne foi au mieux des intérêts de la société;

b) avec le soin, la diligence et la compétence dont ferait preuve, en pareilles circonstances, une personne prudente.

Meilleur intérêt de la société

(1.1) Lorsqu’ils agissent au mieux des intérêts de la société au titre de l’alinéa (1)a), les administrateurs et les dirigeants de la société peuvent tenir compte des facteurs suivants, notamment:

a) les intérêts:

(i) des actionnaires,

(ii) des employés,

(iii) des retraités et des pensionnés,

(iv) des créanciers,

(v) des consommateurs,

(vi) des gouvernements;

b) l’environnement;

c) les intérêts à long terme de la société.

Observation

(2) Les administrateurs et les dirigeants doivent observer la présente loi, ses règlements d’application, les statuts, les règlements administratifs ainsi que les conventions unanimes des actionnaires.

Absence d’exonération

(3) Sous réserve du paragraphe 146(5), aucune disposition d’un contrat, des statuts, des règlements

 

 

Current to February 11, 2020

  96   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 122-123

 

Articles 122-123

 

 

director or officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach thereof.

R.S., 1985, c. C-44, s. 122; 1994, c. 24, s. 13(F); 2001, c. 14, s. 135(E); 2019, c. 29, s. 141.

Dissent

123 (1) A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless

(a) the director requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes;

(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

(c) the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.

Loss of right to dissent

(2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

Dissent of absent director

(3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution, the director aware or the resolution, the director

(a) causes a dissent to be placed with the minutes of the meeting; or

(b) sends a dissent by registered mail or delivers it to the registered office of the corporation.

Defence — reasonable diligence

(4) A director is not liable under section 118 or 119, and has complied with his or her duties under subsection 122(2), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

(a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or

 

administratifs ou d’une résolution ne peut libérer les administrateurs ou les dirigeants de l’obligation d’agir conformément à la présente loi et à ses règlements d’application ni des responsabilités découlant de cette obligation.

L.R. (1985), ch. C-44, art. 122; 1994, ch. 24, art. 13(F); 2001, ch. 14, art. 135(A); 2019, ch. 29, art. 141.

Dissidence

123 (1) L’administrateur présent à une réunion du conseil ou d’un comité de celui-ci est réputé avoir acquiescé à toutes les résolutions adoptées ou à toutes les mesures prises, sauf si sa dissidence, selon le cas:

a) est consignée au procès-verbal, à sa demande ou non;

b) fait l’objet d’un avis écrit envoyé par ses soins au secrétaire de la réunion avant l’ajournement de celle-ci;

c) est remise, ou fait l’objet d’un avis écrit envoyé par courrier recommandé, au siège social de la société, immédiatement après l’ajournement de la réunion.

Perte du droit à la dissidence

(2) L’administrateur qui, par vote ou acquiescement, approuve l’adoption d’une résolution n’est pas fondé à faire valoir sa dissidence aux termes du paragraphe (1).

Dissidence d’un administrateur absent

(3) L’administrateur absent d’une réunion au cours de laquelle une résolution a été adoptée ou une mesure prise est réputé y avoir acquiescé, sauf si, dans les sept jours suivant la date où il a pris connaissance de cette résolution, sa dissidence, par ses soins:

a) ou bien est consignée au procès-verbal de la réunion;

b) ou bien est remise, ou fait l’objet d’un avis écrit envoyé par courrier recommandé, au siège social de la société.

Défense de diligence raisonnable

(4) La responsabilité de l’administrateur n’est pas engagée en vertu des articles 118 ou 119 et celui-ci s’est acquitté des devoirs imposés au paragraphe 122(2), s’il a agi avec le soin, la diligence et la compétence dont ferait preuve, en pareilles circonstances, une personne prudente, notamment en s’appuyant de bonne foi sur:

a) les états financiers de la société qui, d’après l’un de ses dirigeants ou d’après le rapport écrit du vérificateur, reflètent équitablement sa situation;

 

 

Current to February 11, 2020

  97   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 123-124

 

Articles 123-124

 

 

(b) a report of a person whose profession lends credibility to a statement made by the professional person.

Defence — good faith

(5) A director has complied with his or her duties under subsection 122(1) if the director relied in good faith on

(a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or

(b) a report of a person whose profession lends credibility to a statement made by the professional person.

R.S., 1985, c. C-44, s. 123; 2001, c. 14, ss. 50, 135(E).

Indemnification

124 (1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

Advance of costs

(2) A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).

Limitation

(3) A corporation may not indemnify an individual under subsection (1) unless the individual

(a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

Indemnification in derivative actions

(4) A corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an

b) les rapports des personnes dont la profession permet d’accorder foi à leurs déclarations.

Défense de diligence raisonnable

(5) L’administrateur s’est acquitté des devoirs imposés en vertu du paragraphe 122(1) s’il s’appuie de bonne foi sur:

a) les états financiers de la société qui, d’après l’un de ses dirigeants ou d’après le rapport écrit du vérificateur, reflètent équitablement sa situation;

b) les rapports des personnes dont la profession permet d’accorder foi à leurs déclarations.

L.R. (1985), ch. C-44, art. 123; 2001, ch. 14, art. 50 et 135(A).

Indemnisation

124 (1) La société peut indemniser ses administrateurs, ses dirigeants ou leurs prédécesseurs ainsi que les autres particuliers qui, à sa demande, agissent ou ont agi en cette qualité pour une autre entité, de tous leurs frais et dépenses, y compris les sommes versées pour transiger sur un procès ou exécuter un jugement, entraînés par la tenue d’une enquête ou par des poursuites civiles, pénales, administratives ou autres dans lesquelles ils étaient impliqués à ce titre.

Frais anticipés

(2) La société peut avancer des fonds pour permettre à tout particulier visé au paragraphe (1) d’assumer les frais de sa participation à une procédure visée à ce paragraphe et les dépenses y afférentes et celui-ci la rembourse s’il ne satisfait pas aux conditions énoncées au paragraphe (3).

Limites

(3) La société ne peut indemniser un particulier en vertu du paragraphe (1) que si celui-ci:

a) d’une part, a agi avec intégrité et de bonne foi au mieux des intérêts de la société ou, selon le cas, de l’entité dans laquelle il occupait les fonctions d’administrateur ou de dirigeant ou agissait en cette qualité à la demande de la société;

b) d’autre part, dans le cas de poursuites pénales ou administratives aboutissant au paiement d’une amende, avait de bonnes raisons de croire que sa conduite était conforme à la loi.

Indemnisation lors d’actions indirectes

(4) Avec l’approbation du tribunal, la société peut, à l’égard des actions intentées par elle ou par l’entité, ou pour son compte, en vue d’obtenir un jugement

 

 

Current to February 11, 2020

  98   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Section 124

 

Article 124

 

 

action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).

Right to indemnity

(5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity

(a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(b) fulfils the conditions set out in subsection (3).

Insurance

(6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual

(a) in the individual’s capacity as a director or officer of the corporation; or

(b) in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.

Application to court

(7) A corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.

Notice to Director

(8) An applicant under subsection (7) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

Other notice

(9) On an application under subsection (7) the court may order notice to be given to any interested person and the

favorable, avancer à tout particulier visé au paragraphe (1) les fonds visés au paragraphe (2) ou l’indemniser des frais et dépenses entraînés par son implication dans ces actions, s’il remplit les conditions énoncées au paragraphe (3).

Droit à indemnisation

(5) Malgré le paragraphe (1), les particuliers visés à ce paragraphe ont droit d’être indemnisés par la société de leurs frais et dépenses entraînés par la tenue d’une enquête ou par des poursuites civiles, pénales, administratives ou autres dans lesquelles ils étaient impliqués en raison de leurs fonctions, dans la mesure où:

a) d’une part, le tribunal ou toute autre autorité compétente n’a pas conclu à la commission de manquements ou à l’omission de devoirs de leur part;

b) d’autre part, ils remplissent les conditions énoncées au paragraphe (3).

Assurance des administrateurs ou dirigeants

(6) La société peut souscrire au profit des particuliers visés au paragraphe (1) une assurance couvrant la responsabilité qu’ils encourent:

a) soit pour avoir agi en qualité d’administrateur ou de dirigeant de la société;

b) soit pour avoir, sur demande de la société, agi en qualité d’administrateur ou de dirigeant d’une autre entité.

Demande au tribunal

(7) Le tribunal peut, par ordonnance, approuver, à la demande de la société, d’un particulier ou d’une entité visé au paragraphe (1), toute indemnisation prévue au présent article, et prendre toute autre mesure qu’il estime indiquée.

Avis au directeur

(8) L’auteur de la demande prévue au paragraphe (7) doit en aviser le directeur; celui-ci peut comparaître en personne ou par ministère d’avocat.

Autre avis

(9) Sur demande présentée en vertu du paragraphe (7), le tribunal peut ordonner qu’avis soit donné à tout

 

 

Current to February 11, 2020

  99   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART X Directors and Officers

 

PARTIE X Administrateurs et dirigeants

Sections 124-126

 

Articles 124-126

 

 

person is entitled to appear and be heard in person or by counsel.

R.S., 1985, c. C-44, s. 124; 2001, c. 14, s. 51.

Remuneration

125 Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.

1974-75-76, c. 33, s. 120; 1978-79, c. 9, s. 1(F).

PART XI

Insider Trading

Definitions

126 (1) In this Part,

business combination means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar reorganization between or among two or more bodies corporate; (regroupement d’entreprises)

distributing corporation [Repealed, 2001, c. 14, s. 52]

insider means, except in section 131,

(a) a director or officer of a distributing corporation;

(b) a director or officer of a subsidiary of a distributing corporation;

(c) a director or officer of a body corporate that enters into a business combination with a distributing corporation; and

(d) a person employed or retained by a distributing corporation; (initié)

officer means the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of an entity, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices; (dirigeant)

share means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes

 

intéressé; celui-ci peut comparaître en personne ou par ministère d’avocat.

L.R. (1985), ch. C-44, art. 124; 2001, ch. 14, art. 51.

Rémunération

125 Sous réserve des statuts, des règlements administratifs ou de toute convention unanime des actionnaires, les administrateurs peuvent fixer leur propre rémunération ainsi que celle des dirigeants et des employés de la société.

1974-75-76, ch. 33, art. 120; 1978-79, ch. 9, art. 1(F).

PARTIE XI

Transactions d’initiés

Définitions

126 (1) Les définitions qui suivent s’appliquent à la présente partie.

action Action qui confère un droit de vote en tout état de cause ou en raison de la survenance d’un événement dont les effets demeurent, y compris:

a) la valeur mobilière immédiatement convertible en une telle action;

b) les options et droits susceptibles d’exercice immédiat permettant d’acquérir une action ou valeur mobilière convertible. (share)

dirigeant Particulier qui occupe le poste de président du conseil d’administration, président, vice-président, secrétaire, trésorier, contrôleur, chef du contentieux, directeur général ou administrateur délégué d’une entité ou qui exerce pour celle-ci des fonctions semblables à celles qu’exerce habituellement un particulier occupant un tel poste. (officer)

initié Sauf à l’article 131, s’entend de:

a) tout administrateur ou dirigeant d’une société ayant fait appel au public;

b) tout administrateur ou dirigeant d’une filiale d’une société ayant fait appel au public;

c) tout administrateur ou dirigeant d’une personne morale qui participe à un regroupement d’entreprises avec une société ayant fait appel au public;

d) toute personne employée par une société ayant fait appel au public ou dont les services sont retenus par elle. (insider)

 

 

Current to February 11, 2020

  100   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations   Sociétés par actions

PART XI Insider Trading

 

PARTIE XI Transactions d’initiés

Sections 126-130

 

Articles 126-130

 

 

(a) a security currently convertible into such a share, and

(b) currently exercisable options and rights to acquire such a share or such a convertible security. (action)

Further interpretation

(2) For the purposes of this Part,

(a) a director or an officer of a body corporate that beneficially owns, directly or indirectly, shares of a distributing corporation, or that exercises control or direction over shares of the distributing corporation, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing corporation not including shares held by the body corporate as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing corporation;

(b) a director or an officer of a body corporate that is a subsidiary is deemed to be an insider of its holding distributing corporation;

(c) a person is deemed to beneficially own shares that are beneficially owned by a body corporate controlled directly or indirectly by the person;

(d) a body corporate is deemed to own beneficially shares beneficially owned by its affiliates; and

(e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.

(3) and (4) [Repealed, 2001, c. 14, s. 52]

R.S., 1985, c. C-44, s. 126; 1994, c. 24, s. 14(F); 2001, c. 14, ss. 52, 135(E); 2018, c. 8, s. 14(F).

127 to 129 [Repealed, 2001, c. 14, s. 53]

Prohibition of short sale

130 (1) An insider shall not knowingly sell, directly or indirectly, a security of a distributing corporation or any of its affiliates if the insider selling the security does not own or has not fully paid for the security to be sold.

regroupement d’entreprises Acquisition de la totalité ou de la quasi-totalité des biens d’une personne morale par une autre, fusion de personnes morales ou réorganisation similaire mettant en cause des personnes morales. (business combination)

société ayant fait appel au public [Abrogée, 2001, ch. 14, art. 52]

Complément d’interprétation

(2) Pour l’application de la présente partie:

a) est réputé être initié d’une société ayant fait appel au public tout administrateur ou dirigeant d’une personne morale qui est le véritable propriétaire — directement ou indirectement — d’actions de la société ayant fait appel au public ou qui exerce le contrôle ou a la haute main sur de telles actions, ou qui possède une combinaison de ces éléments, ces actions comportant un pourcentage de votes attachés à l’ensemble des actions de la société ayant fait appel au public en circulation supérieur au pourcentage réglementaire, à l’exclusion des actions que cette personne détient en qualité de placeur pendant qu’elles font l’objet d’un appel public à l’épargne;

b) tout administrateur ou dirigeant d’une filiale est réputé être initié de la société mère qui a fait appel au public;

c) une personne est réputée le véritable propriétaire des actions dont la personne morale qu’elle contrôle, même indirectement, a la propriété effective;

d) une personne morale est réputée le véritable propriétaire des actions dont les personnes morales de son groupe ont la propriété effective;

e) l’acquisition ou l’aliénation par un initié de l’option ou du droit d’acquérir des actions est réputée modifier la propriété effective de celles-ci.

(3) et (4) [Abrogés, 2001, ch. 14, art. 52]

L.R. (1985), ch. C-44, art. 126; 1994, ch. 24, art. 14(F); 2001, ch. 14, art. 52 et 135(A); 2018, ch. 8, art. 14(F).

127 à 129 [Abrogés, 2001, ch. 14, art. 53]

Interdiction de la vente à découvert

130 (1) Les initiés ne peuvent sciemment vendre, même indirectement, les valeurs mobilières d’une société ayant fait appel au public ou de l’une des personnes morales de son groupe, dont ils ne sont pas propriétaires ou qu’ils n’ont pas entièrement libérées.

 

 

Current to February 11, 2020

  101   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XI Insider Trading

  

PARTIE XI Transactions d’initiés

Sections 130-131

  

Articles 130-131

 

 

Calls and puts    Options d’achat ou de vente

(2) An insider shall not knowingly, directly or indirectly, sell a call or buy a put in respect of a security of the corporation or any of its affiliates.

  

(2) Les initiés ne peuvent sciemment, même indirectement, acheter une option de vente ni vendre une option d’achat portant sur les valeurs mobilières de la société ou de l’une des personnes morales de son groupe.

Exception    Exception

(3) Despite subsection (1), an insider may sell a security they do not own if they own another security convertible into the security sold or an option or right to acquire the security sold and, within ten days after the sale, they

 

(a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or

 

(b) transfer the convertible security, option or right to the purchaser.

  

(3) Par dérogation au paragraphe (1), les initiés peuvent vendre les valeurs mobilières dont ils ne sont pas propriétaires mais qui résultent de la conversion de valeurs mobilières dont ils sont propriétaires ou qu’ils ont l’option ou le droit d’acquérir, si, dans les dix jours suivant la vente :

 

a) ou bien ils exercent leur privilège de conversion, leur option ou leur droit et livrent les valeurs mobilières à l’acheteur;

 

b) ou bien ils transfèrent à l’acheteur leurs valeurs mobilières convertibles, leur option ou leur droit.

Offence    Infraction

(4) An insider who contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding the greater of one million dollars and three times the profit made, or to imprisonment for a term not exceeding six months or to both.

 

R.S., 1985, c. C-44, s. 130; 2001, c. 14, s. 54.

  

(4) Tout initié qui contrevient aux paragraphes (1) ou (2) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de 1 000 000 $ ou, s’il est plus élevé, d’un montant égal au triple du gain réalisé et un emprisonnement maximal de six mois, ou l’une de ces peines.

 

L.R. (1985), ch. C-44, art. 130; 2001, ch. 14, art. 54.

Definitions    Définition de initié

131 (1) In this section, insider means, with respect to a corporation,

  

131 (1) Au présent article, initié, en ce qui concerne une société, désigne l’une des personnes suivantes :

(a) the corporation;

  

a) la société;

(b) an affiliate of the corporation;

  

b) les personnes morales de son groupe;

(c) a director or an officer of the corporation or of any person described in paragraph (b), (d) or (f);

  

c) les administrateurs ou dirigeants de celle-ci ou d’une personne visée aux alinéas b), d) ou f);

(d) a person who beneficially owns, directly or indirectly, shares of the corporation or who exercises control or direction over shares of the corporation, or who has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the corporation not including shares held by the person as underwriter while those shares are in the course of a distribution to the public;

 

(e) a person, other than a person described in paragraph (f), employed or retained by the corporation or by a person described in paragraph (f);

  

d) toute personne qui a la propriété effective — directement ou indirectement — d’actions de la société ou qui exerce le contrôle ou a la haute main sur de telles actions, ou qui possède une combinaison de ces éléments, ces actions comportant un pourcentage de votes attachés à l’ensemble des actions de la société en circulation supérieur au pourcentage réglementaire, à l’exclusion des actions que cette personne détient en qualité de placeur pendant qu’elles font l’objet d’un appel public à l’épargne;

 

e) toute personne — à l’exclusion de celle visée à l’alinéa f) — employée par la société ou par une

 

Current to February 11, 2020

  102   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XI Insider Trading

  

PARTIE XI Transactions d’initiés

Section 131

  

Article 131

 

 

(f) a person who engages in or proposes to engage in any business or professional activity with or on behalf of the corporation;

 

(g) a person who received, while they were a person described in any of paragraphs (a) to (f), material confidential information concerning the corporation;

 

(h) a person who receives material confidential information from a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph, and who knows or who ought reasonably to have known that the person giving the information is a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph; and

 

(i) a prescribed person.

  

personne visée à l’alinéa f) ou dont les services sont retenus par elle;

 

f) toute personne qui exerce ou se propose d’exercer une activité commerciale ou professionnelle avec la société ou pour son compte;

 

g) toute personne qui, pendant qu’elle était visée par un des alinéas a) à f), a reçu des renseignements confidentiels importants concernant la société;

 

h) toute personne qui reçoit des renseignements confidentiels importants d’une personne visée aux paragraphes (3) ou (3.1) ou au présent paragraphe — notamment au présent alinéa — qu’elle sait ou aurait raisonnablement dû savoir qu’ils étaient donnés par une telle personne;

 

i) toute autre personne visée par les règlements.

Expanded definition of security    Présomption relative aux valeurs mobilières

(2) For the purposes of this section, the following are deemed to be a security of the corporation:

  

(2) Pour l’application du présent article, sont réputés des valeurs mobilières de la société :

(a) a put, call, option or other right or obligation to purchase or sell a security of the corporation; and

 

(b) a security of another entity, the market price of which varies materially with the market price of the securities of the corporation.

  

a) les options — notamment de vente ou d’achat — ou les autres droits ou obligations d’acheter ou de vendre des valeurs mobilières de la société;

 

b) les valeurs mobilières d’une autre entité dont le cours varie de façon appréciable en fonction de celui des valeurs mobilières de la société.

Deemed insiders    Présomption relative aux initiés

(3) For the purposes of this section, a person who proposes to make a take-over bid (as defined in the regulations) for securities of a corporation, or to enter into a business combination with a corporation, is an insider of the corporation with respect to material confidential information obtained from the corporation and is an insider of the corporation for the purposes of subsection (6).

  

(3) Pour l’application du présent article, toute personne qui se propose de faire une offre d’achat visant à la mainmise — au sens des règlements — de valeurs mobilières d’une société ou qui se propose de participer à un regroupement d’entreprises avec celle-ci est à la fois un initié de la société en ce qui a trait aux renseignements confidentiels importants obtenus de celle-ci et pour l’application du paragraphe (6).

Deemed insiders    Présomption relative aux initiés

(3.1) An insider of a person referred to in subsection (3), and an affiliate or associate of such a person, is an insider of the corporation referred to in that subsection. Paragraphs (1)(b) to (i) apply in determining whether a person is such an insider except that references to “corporation” in those paragraphs are to be read as references to “person described in subsection (3)”.

  

(3.1) Un initié — au sens des alinéas (1)b) à i), la mention de « société » valant mention d’une « personne visée au paragraphe (3) » — d’une personne visée au paragraphe (3), ainsi qu’une personne du même groupe que celle-ci ou avec laquelle elle a des liens, est un initié de la société visée à ce paragraphe.

Insider trading — compensation to persons    Responsabilité : opération effectuée par l’initié

(4) An insider who purchases or sells a security of the corporation with knowledge of confidential information that, if generally known, might reasonably be expected to

  

(4) L’initié qui achète ou vend une valeur mobilière de la société tout en ayant connaissance d’un renseignement confidentiel dont il est raisonnable de prévoir que, s’il

 

 

Current to February 11, 2020

  103   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XI Insider Trading

  

PARTIE XI Transactions d’initiés

Section 131

  

Article 131

 

 

affect materially the value of any of the securities of the corporation is liable to compensate the seller of the security or the purchaser of the security, as the case may be, for any damages suffered by the seller or purchaser as a result of the purchase or sale, unless the insider establishes that

 

(a) the insider reasonably believed that the information had been generally disclosed;

 

(b) the information was known, or ought reasonably to have been known, by the seller or purchaser; or

 

(c) the purchase or sale of the security took place in the prescribed circumstances.

  

était généralement connu, il provoquerait une modification sensible du prix de toute valeur mobilière de la société, est tenu d’indemniser le vendeur ou l’acheteur des valeurs mobilières, selon le cas, qui a subi des dommages par suite de cette opération, sauf s’il établit l’un ou l’autre des éléments suivants :

 

a) qu’il avait des motifs raisonnables de croire que le renseignement avait été préalablement divulgué;

 

b) que le vendeur ou l’acheteur des valeurs mobilières, selon le cas, avait connaissance ou aurait dû, en exerçant une diligence raisonnable, avoir connaissance de ce renseignement;

 

c) que l’achat ou la vente des valeurs mobilières a eu lieu dans les circonstances prévues par règlement.

Insider trading — compensation to corporation

 

(5) The insider is accountable to the corporation for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (4) unless the insider establishes the circumstances described in paragraph (4)(a).

  

Avantages et profits

 

(5) Il est également redevable envers la société des profits ou avantages obtenus ou à obtenir par lui, suite à cette opération, sauf s’il établit l’élément visé à l’alinéa (4)a).

Tipping — compensation to persons

 

(6) An insider of the corporation who discloses to another person confidential information with respect to the corporation that has not been generally disclosed and that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the corporation is liable to compensate for damages any person who subsequently sells securities of the corporation to, or purchases securities of the corporation from, any person that received the information, unless the insider establishes

 

(a) that the insider reasonably believed that the information had been generally disclosed;

 

(b) that the information was known, or ought reasonably to have been known, by the person who alleges to have suffered the damages;

 

(c) that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (3) or (3.1); or

 

(d) if the insider is a person described in subsection (3) or (3.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be.

  

Responsabilité : divulgation par l’initié

 

(6) L’initié qui communique à quiconque un renseignement confidentiel portant sur la société dont il est raisonnable de prévoir que, s’il était généralement connu, il provoquerait une modification sensible du prix de toute valeur mobilière de la société, est tenu d’indemniser les personnes qui achètent des valeurs mobilières de la société de, ou vendent de telles valeurs mobilières à, toute personne qui a reçu le renseignement, des dommages subis par suite de cette opération, sauf s’il établit l’un ou l’autre des éléments suivants :

 

a) qu’il avait des motifs raisonnables de croire que le renseignement avait été préalablement divulgué;

 

b) que les personnes qui prétendent avoir subi les dommages avaient connaissance ou auraient dû, en exerçant une diligence raisonnable, avoir connaissance de ce renseignement;

 

c) que la communication du renseignement était nécessaire dans le cadre des activités commerciales de l’initié, sauf s’il s’agit d’un initié visé aux paragraphes (3) ou (3.1);

 

d) s’il s’agit d’un initié visé aux paragraphes (3) ou (3.1), que la communication du renseignement était nécessaire pour effectuer une offre d’achat visant à la mainmise ou un regroupement d’entreprises.

 

Current to February 11, 2020

  104   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XI Insider Trading

  

PARTIE XI Transactions d’initiés

Sections 131-132

  

Articles 131-132

 

 

Tipping — compensation to corporation

 

(7) The insider is accountable to the corporation for any benefit or advantage received or receivable by the insider as a result of a disclosure of the information as described in subsection (6) unless the insider establishes the circumstances described in paragraph (6)(a), (c) or (d).

  

Avantages et profits

 

(7) Il est également redevable envers la société des profits ou avantages obtenus ou à obtenir par lui, suite à cette communication, sauf s’il établit un des éléments visés aux alinéas (6)a), c) ou d).

Measure of damages

 

(8) The court may assess damages under subsection (4) or (6) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in a situation involving a security of a distributing corporation, the court must consider the following:

 

(a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; and

 

(b) if the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security.

  

Évaluation des dommages

 

(8) Le tribunal peut évaluer les dommages visés aux paragraphes (4) ou (6) selon tout critère qu’il juge indiqué dans les circonstances. Toutefois, dans le cas où il s’agit d’une valeur mobilière d’une société ayant fait appel au public, il tient compte de ce qui suit :

 

a) si le demandeur en est l’acheteur, le prix payé pour la valeur mobilière moins le cours moyen de celle-ci durant les vingt jours d’activité à la Bourse qui suivent la divulgation du renseignement;

 

b) si le demandeur en est le vendeur, le cours moyen de la valeur mobilière durant les vingt jours d’activité à la Bourse qui suivent la divulgation du renseignement, moins le prix reçu pour cette valeur mobilière.

Liability

 

(9) If more than one insider is liable under subsection (4) or (6) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary.

  

Responsabilité solidaire

 

(9) S’il y a plusieurs initiés responsables en vertu des paragraphes (4) ou (6) à l’égard d’une seule opération ou d’une série d’opérations, la responsabilité est solidaire.

Limitation

 

(10) An action to enforce a right created by subsections (4) to (7) may be commenced only within two years after discovery of the facts that gave rise to the cause of action.

 

R.S., 1985, c. C-44, s. 131; 2001, c. 14, s. 54.

  

Prescription

 

(10) Toute action tendant à faire valoir un droit découlant des paragraphes (4) à (7) se prescrit par deux ans à compter de la découverte des faits qui y donnent lieu.

 

L.R. (1985), ch. C-44, art. 131; 2001, ch. 14, art. 54.

PART XII    PARTIE XII

Shareholders

 

Place of meetings

 

132 (1) Meetings of shareholders of a corporation shall be held at the place within Canada provided in the by-laws or, in the absence of such provision, at the place within Canada that the directors determine.

  

Actionnaires

 

Lieu des assemblées

 

132 (1) Les assemblées d’actionnaires se tiennent au Canada, au lieu que prévoient les règlements administratifs ou, à défaut, que choisissent les administrateurs.

Meeting outside Canada

 

(2) Despite subsection (1), a meeting of shareholders of a corporation may be held at a place outside Canada if the

  

Assemblée à l’étranger

 

(2) Par dérogation au paragraphe (1), les assemblées peuvent se tenir à l’étranger au lieu que prévoient les

 

 

 

Current to February 11, 2020

  105   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 132-133

  

Articles 132-133

 

 

place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

  

statuts ou en tout lieu dont conviennent tous les actionnaires habiles à y voter.

Exception

 

(3) A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

  

Consentement présumé

 

(3) L’assistance aux assemblées tenues à l’étranger présume le consentement sauf si l’actionnaire y assiste spécialement pour s’opposer aux délibérations au motif que l’assemblée n’est pas régulièrement tenue.

Participation in meeting by electronic means

 

(4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting.

  

Participation aux assemblées par moyen de communication électronique

 

(4) Sauf disposition contraire des règlements administratifs, toute personne habile à assister à une assemblée d’actionnaires peut, conformément aux éventuels règlements, y participer par tout moyen de communication — téléphonique, électronique ou autre — permettant à tous les participants de communiquer adéquatement entre eux et mis à leur disposition par la société. Elle est alors réputée, pour l’application de la présente loi, avoir assisté à l’assemblée.

Meeting held by electronic means

 

(5) If the directors or the shareholders of a corporation call a meeting of shareholders pursuant to this Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.

 

R.S., 1985, c. C-44, s. 132; 2001, c. 14, s. 55.

  

Tenue d’assemblées par moyen de communication électronique

 

(5) Les administrateurs ou les actionnaires qui convoquent une assemblée des actionnaires conformément à la présente loi peuvent prévoir que celle-ci sera tenue, conformément aux éventuels règlements, entièrement par un moyen de communication — téléphonique, électronique ou autre — permettant à tous les participants de communiquer adéquatement entre eux, pourvu que les règlements administratifs permettent une telle assemblée.

 

L.R. (1985), ch. C-44, art. 132; 2001, ch. 14, art. 55.

Calling annual meetings

 

133 (1) The directors of a corporation shall call an annual meeting of shareholders

 

(a) not later than eighteen months after the corporation comes into existence; and

 

(b) subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year.

  

Convocation de l’assemblée annuelle

 

133 (1) Les administrateurs doivent convoquer une assemblée annuelle :

 

a) dans les dix-huit mois suivant la création de la société;

 

b) par la suite, dans les quinze mois suivant l’assemblée annuelle précédente mais au plus tard dans les six mois suivant la fin de chaque exercice.

Calling special meetings

 

(2) The directors of a corporation may at any time call a special meeting of shareholders.

  

Convocation d’une assemblée extraordinaire

 

(2) Les administrateurs peuvent à tout moment convoquer une assemblée extraordinaire.

 

Current to February 11, 2020

  106   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 133-134

  

Articles 133-134

 

 

Order to delay calling of annual meeting

 

(3) Despite subsection (1), the corporation may apply to the court for an order extending the time for calling an annual meeting.

 

R.S., 1985, c. C-44, s. 133; 2001, c. 14, s. 56.

  

Prorogation de délais

 

(3) Malgré le paragraphe (1), la société peut demander au tribunal d’ordonner la prorogation des délais prévus pour convoquer l’assemblée annuelle.

 

L.R. (1985), ch. C-44, art. 133; 2001, ch. 14, art. 56.

Fixing record date

 

134 (1) The directors may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholders

 

(a) entitled to receive payment of a dividend;

 

(b) entitled to participate in a liquidation distribution;

 

(c) entitled to receive notice of a meeting of shareholders;

 

(d) entitled to vote at a meeting of shareholders; or

 

(e) for any other purpose.

  

Date de référence

 

134 (1) Les administrateurs peuvent choisir d’avance, dans le délai réglementaire, la date ultime d’inscription, ci-après appelée « date de référence », pour déterminer les actionnaires habiles :

 

a) soit à recevoir les dividendes;

 

b) soit à participer au partage consécutif à la liquidation;

 

c) soit à recevoir avis d’une assemblée;

 

d) soit à voter lors d’une assemblée;

 

e) soit à toute autre fin.

No record date fixed

 

(2) If no record date is fixed,

 

(a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be

 

(i) at the close of business on the day immediately preceding the day on which the notice is given, or

 

(ii) if no notice is given, the day on which the meeting is held; and

 

(b) the record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.

  

Absence de fixation de date de référence

 

(2) À défaut de fixation, constitue la date de référence pour déterminer les actionnaires :

 

a) habiles à recevoir avis d’une assemblée :

 

(i) le jour précédant celui où cet avis est donné, à l’heure de fermeture des bureaux,

 

(ii) en l’absence d’avis, le jour de l’assemblée;

 

b) ayant qualité à toute fin sauf en ce qui concerne le droit d’être avisé d’une assemblée ou le droit de vote, la date d’adoption de la résolution à ce sujet, par les administrateurs, à l’heure de fermeture des bureaux.

When record date fixed

 

(3) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed period

 

(a) by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and

  

Cas où la date de référence est choisie

 

(3) La date de référence étant fixée, avis doit en être donné, dans le délai réglementaire, sauf si chacun des détenteurs d’actions de la catégorie ou série en cause dont le nom figure au registre des valeurs mobilières, à l’heure de la fermeture des bureaux le jour de fixation de la date par les administrateurs, a renoncé par écrit à cet avis :

 

a) d’une part, par insertion dans un journal publié ou diffusé au lieu du siège social de la société et en chaque lieu, au Canada, où elle a un agent de transfert

 

Current to February 11, 2020

  107   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 134-135

  

Articles 134-135

 

 

(b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.

 

(4) [Repealed, 2001, c. 14, s. 57]

 

R.S., 1985, c. C-44, s. 134; 2001, c. 14, s. 57.

  

ou où il est possible d’inscrire tout transfert de ses actions;

 

b) d’autre part, par écrit, à chaque bourse de valeurs du Canada où les actions de la société sont cotées.

 

(4) [Abrogé, 2001, ch. 14, art. 57]

 

L.R. (1985), ch. C-44, art. 134; 2001, ch. 14, art. 57.

Notice of meeting

 

135 (1) Notice of the time and place of a meeting of shareholders shall be sent within the prescribed period to

 

(a) each shareholder entitled to vote at the meeting;

 

(b) each director; and

 

(c) the auditor of the corporation.

  

Avis de l’assemblée

 

135 (1) Avis des date, heure et lieu de l’assemblée doit être envoyé dans le délai réglementaire :

 

a) à chaque actionnaire habile à y voter;

 

b) à chaque administrateur;

 

c) au vérificateur.

Exception — not a distributing corporation

 

(1.1) In the case of a corporation that is not a distributing corporation, the notice may be sent within a shorter period if so specified in the articles or by-laws.

  

Exception

 

(1.1) Toutefois, dans le cas d’une société autre qu’une société ayant fait appel au public, l’avis peut être envoyé dans un délai plus court prévu par les statuts ou les règlements administratifs.

Exception — shareholders not registered

 

(2) A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under paragraph 134(1)(c) or subsection 134(2), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.

  

Exception

 

(2) Il n’est pas nécessaire d’envoyer l’avis aux actionnaires non inscrits sur les registres de la société ou de son agent de transfert à la date de référence déterminée en vertu de l’alinéa 134(1)c) ou du paragraphe 134(2), le défaut d’avis ne privant pas l’actionnaire de son droit de vote.

Adjournment

 

(3) If a meeting of shareholders is adjourned for less than thirty days it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

  

Ajournement

 

(3) Sauf disposition contraire des règlements administratifs, il suffit, pour donner avis de tout ajournement de moins de trente jours d’une assemblée d’en faire l’annonce lors de l’assemblée en question.

Notice of adjourned meeting

 

(4) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 149(1) does not apply.

  

Avis

 

(4) Avis de tout ajournement, en une ou plusieurs fois, pour au moins trente jours doit être donné comme pour une nouvelle assemblée; cependant, le paragraphe 149(1) ne s’applique que dans le cas d’un ajournement, en une ou plusieurs fois, de plus de quatre-vingt-dix jours.

Business

 

(5) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial

  

Délibérations

 

(5) Tous les points de l’ordre du jour des assemblées extraordinaires et annuelles sont réputés être des questions spéciales; font exception à cette règle, l’examen des états financiers et du rapport du vérificateur, le

 

Current to February 11, 2020

  108   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 135-137

  

Articles 135-137

 

 

statements, auditor’s report, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

  

renouvellement de son mandat et l’élection des administrateurs, lors de l’assemblée annuelle.

Notice of business

 

(6) Notice of a meeting of shareholders at which special business is to be transacted shall state

 

(a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and

 

(b) the text of any special resolution to be submitted to the meeting.

 

R.S., 1985, c. C-44, s. 135; 2001, c. 14, s. 58.

  

Avis

 

(6) L’avis de l’assemblée à l’ordre du jour de laquelle des questions spéciales sont inscrites énonce :

 

a) leur nature, avec suffisamment de détails pour permettre aux actionnaires de se former un jugement éclairé sur celles-ci;

 

b) le texte de toute résolution spéciale à soumettre à l’assemblée.

 

L.R. (1985), ch. C-44, art. 135; 2001, ch. 14, art. 58.

Waiver of notice

 

136 A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

R.S., 1985, c. C-44, s. 136; 2001, c. 14, s. 135(E).

  

Renonciation à l’avis

 

136 Les personnes habiles à assister à une assemblée, notamment les actionnaires, peuvent toujours, de quelque façon que ce soit, renoncer à l’avis de convocation; leur présence à l’assemblée équivaut à une telle renonciation, sauf lorsqu’elles y assistent spécialement pour s’opposer aux délibérations au motif que l’assemblée n’est pas régulièrement convoquée.

 

L.R. (1985), ch. C-44, art. 136; 2001, ch. 14, art. 135(A).

Proposals

 

137 (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that are entitled to be voted at an annual meeting of shareholders may

 

(a) submit to the corporation notice of any matter that the person proposes to raise at the meeting (a “proposal”); and

 

(b) discuss at the meeting any matter in respect of which the person would have been entitled to submit a proposal.

  

Propositions

 

137 (1) Sous réserve des paragraphes (1.1) et (1.2), les détenteurs inscrits ou les véritables propriétaires d’actions avec droit de vote peuvent lors d’une assemblée annuelle :

 

a) donner avis à la société des questions qu’ils se proposent de soulever, cet avis étant ci-après appelé « proposition »;

 

b) discuter, au cours de cette assemblée, des questions qui auraient pu faire l’objet de propositions de leur part.

Persons eligible to make proposals

 

(1.1) To be eligible to submit a proposal, a person

 

(a) must be, for at least the prescribed period, the registered holder or the beneficial owner of at least the prescribed number of outstanding shares of the corporation; or

 

(b) must have the support of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for at least the prescribed period, the registered holders, or the beneficial owners of, at least the prescribed number of outstanding shares of the corporation.

  

Soumission des propositions

 

(1.1) Pour soumettre une proposition, toute personne doit :

 

a) soit avoir été, pendant au moins la durée réglementaire, le détenteur inscrit ou le véritable propriétaire d’au moins le nombre réglementaire des actions de la société en circulation;

 

b) soit avoir eu l’appui de personnes qui, pendant au moins la durée réglementaire, collectivement et avec ou sans elle, sont les détenteurs inscrits ou les véritables propriétaires d’au moins le nombre réglementaire des actions de la société en circulation.

 

Current to February 11, 2020

  109   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Section 137

  

Article 137

 

 

Information to be provided

 

(1.2) A proposal submitted under paragraph (1)(a) must be accompanied by the following information:

 

(a) the name and address of the person and of the person’s supporters, if applicable; and

 

(b) the number of shares held or owned by the person and the person’s supporters, if applicable, and the date the shares were acquired.

  

Renseignements à fournir

 

(1.2) La proposition soumise en vertu de l’alinéa (1)a) est accompagnée des renseignements suivants :

 

a) les nom et adresse de son auteur et des personnes qui l’appuient, s’il y a lieu;

 

b) le nombre d’actions dont celui-ci, ou les personnes qui l’appuient, s’il y a lieu, sont les détenteurs inscrits ou les véritables propriétaires ainsi que leur date d’acquisition.

Information not part of proposal

 

(1.3) The information provided under subsection (1.2) does not form part of the proposal or of the supporting statement referred to in subsection (3) and is not included for the purposes of the prescribed maximum word limit set out in subsection (3).

  

Renseignements non comptés

 

(1.3) Les renseignements prévus au paragraphe (1.2) ne font pas partie de la proposition ni de l’exposé visé au paragraphe (3) et n’entrent pas dans le calcul du nombre maximal de mots prévus par règlement et exigé à ce paragraphe.

Proof may be required

 

(1.4) If requested by the corporation within the prescribed period, a person who submits a proposal must provide proof, within the prescribed period, that the person meets the requirements of subsection (1.1).

  

Charge de la preuve

 

(1.4) Sur demande de la société dans le délai réglementaire, l’auteur de la proposition est tenu d’établir, dans le délai réglementaire, qu’il remplit les conditions prévues au paragraphe (1.1).

Information circular

 

(2) A corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 150 or attach the proposal thereto.

  

Circulaire d’information

 

(2) La société qui sollicite des procurations doit faire figurer les propositions dans la circulaire de la direction, exigée à l’article 150 ou les y annexer.

Supporting statement

 

(3) If so requested by the person who submits a proposal, the corporation shall include in the management proxy circular or attach to it a statement in support of the proposal by the person and the name and address of the person. The statement and the proposal must together not exceed the prescribed maximum number of words.

  

Déclaration à l’appui de la proposition

 

(3) La société doit, à la demande de l’auteur de la proposition, joindre ou annexer à la circulaire de la direction sollicitant des procurations un exposé établi par celui-ci à l’appui de sa proposition, ainsi que ses nom et adresse. L’exposé et la proposition, combinés, comportent le nombre maximal de mots prévu par règlement.

Nomination for director

 

(4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than five per cent of the shares or five per cent of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.

  

Présentation de la candidature d’un administrateur

 

(4) Les propositions peuvent faire état de candidatures en vue de l’élection des administrateurs si elles sont signées par un ou plusieurs actionnaires détenant au moins cinq pour cent des actions ou de celles d’une catégorie assorties du droit de vote lors de l’assemblée à laquelle les propositions doivent être présentées; le présent paragraphe n’empêche pas la présentation de candidatures au cours de l’assemblée.

Exemptions

 

(5) A corporation is not required to comply with subsections (2) and (3) if

  

Exemptions

 

(5) La société n’est pas tenue de se conformer aux paragraphes (2) et (3) dans l’un ou l’autre des cas suivants :

 

Current to February 11, 2020

  110   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Section 137

  

Article 137

 

 

(a) the proposal is not submitted to the corporation at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders in connection with the previous annual meeting of shareholders;

 

(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers or security holders;

 

(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the corporation;

 

(c) not more than the prescribed period before the receipt of a proposal, a person failed to present, in person or by proxy, at a meeting of shareholders, a proposal that at the person’s request, had been included in a management proxy circular relating to the meeting;

 

(d) substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident’s proxy circular relating to a meeting of shareholders held not more than the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or

 

(e) the rights conferred by this section are being abused to secure publicity.

  

a) la proposition ne lui a pas été soumise avant le délai réglementaire précédant l’expiration d’un délai d’un an à compter de la date de l’avis de convocation de la dernière assemblée annuelle envoyé aux actionnaires;

 

b) il apparaît nettement que la proposition a pour objet principal de faire valoir, contre la société ou ses administrateurs, ses dirigeants ou les détenteurs de ses valeurs mobilières, une réclamation personnelle ou d’obtenir d’eux la réparation d’un grief personnel;

 

b.1) il apparaît nettement que la proposition n’est pas liée de façon importante aux activités commerciales ou aux affaires internes de la société;

 

c) au cours du délai réglementaire précédant la réception de sa proposition, la personne ou son fondé de pouvoir avait omis de présenter, à une assemblée, une proposition que, à sa demande, la société avait fait figurer dans une circulaire de la direction sollicitant des procurations à l’occasion de cette assemblée;

 

d) une proposition à peu près identique figurant dans une circulaire de la direction ou d’un dissident sollicitant des procurations, a été présentée aux actionnaires à une assemblée tenue dans le délai réglementaire précédant la réception de la proposition et n’a pas reçu l’appui nécessaire prévu par les règlements;

 

e) dans un but de publicité, il y a abus des droits que confère le présent article.

Corporation may refuse to include proposal

 

(5.1) If a person who submits a proposal fails to continue to hold or own the number of shares referred to in subsection (1.1) up to and including the day of the meeting, the corporation is not required to set out in the management proxy circular, or attach to it, any proposal submitted by that person for any meeting held within the prescribed period following the date of the meeting.

  

Refus de prendre en compte la proposition

 

(5.1) Dans le cas où l’auteur de la proposition ne demeure pas le détenteur inscrit ou le véritable propriétaire des actions visées au paragraphe (1.1) jusqu’à la tenue de l’assemblée, la société peut refuser de faire figurer dans la circulaire de la direction toute autre proposition soumise par celui-ci dans le délai réglementaire suivant la tenue de l’assemblée.

Immunity

 

(6) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

  

Immunité

 

(6) Ni la société ni les personnes agissant en son nom n’engagent leur responsabilité en diffusant une proposition ou un exposé en conformité avec le présent article.

Notice of refusal

 

(7) If a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection (1.4), as the case may be,

  

Avis de refus

 

(7) La société qui a l’intention de refuser de joindre une proposition à la circulaire de la direction sollicitant des procurations doit, dans le délai réglementaire suivant la réception par la société de la preuve exigée en vertu du paragraphe (1.4) ou de la réception de la proposition,

 

Current to February 11, 2020

  111   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 137-138

  

Articles 137-138

 

 

notify in writing the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal.

  

selon le cas, en donner par écrit un avis motivé à la personne qui l’a soumise.

Person may apply to court

 

(8) On the application of a person submitting a proposal who claims to be aggrieved by a corporation’s refusal under subsection (7), a court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit.

  

Demande de l’auteur de la proposition

 

(8) Sur demande de l’auteur de la proposition qui prétend avoir subi un préjudice suite au refus de la société exprimé conformément au paragraphe (7), le tribunal peut, par ordonnance, prendre toute mesure qu’il estime indiquée et notamment empêcher la tenue de l’assemblée à laquelle la proposition devait être présentée.

Corporation’s application to court

 

(9) The corporation or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the corporation to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.

  

Demande de la société

 

(9) La société ou toute personne qui prétend qu’une proposition lui cause un préjudice peut demander au tribunal une ordonnance autorisant la société à ne pas joindre la proposition à la circulaire de la direction sollicitant des procurations; le tribunal, s’il est convaincu que le paragraphe (5) s’applique, peut rendre toute décision qu’il estime pertinente.

Director entitled to notice

 

(10) An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

 

R.S., 1985, c. C-44, s. 137; 2001, c. 14, s. 59; 2011, c. 21, s. 53(F).

  

Le directeur est fondé à recevoir avis

 

(10) L’auteur de la demande en vertu des paragraphes (8) ou (9) doit en donner avis au directeur; celui-ci peut comparaître en personne ou par ministère d’avocat.

 

L.R. (1985), ch. C-44, art. 137; 2001, ch. 14, art. 59; 2011, ch. 21, art.
53(F).

List of shareholders entitled to receive notice

 

138 (1) A corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder,

 

(a) if a record date is fixed under paragraph 134(1)(c), not later than ten days after that date; or

 

(b) if no record date is fixed, on the record date established under paragraph 134(2)(a).

  

Liste des actionnaires : avis d’une assemblée

 

138 (1) La société dresse une liste alphabétique des actionnaires habiles à recevoir avis d’une assemblée, en y mentionnant le nombre d’actions détenues par chacun :

 

a) dans les dix jours suivant la date de référence, si elle est fixée en vertu de l’alinéa 134(1)c);

 

b) à défaut d’une telle fixation, à la date de référence établie en vertu de l’alinéa 134(2)a).

Voting list — if record date fixed

 

(2) If a record date for voting is fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after the record date, an alphabetical list of shareholders entitled to vote as of the record date at a meeting of shareholders that shows the number of shares held by each shareholder.

  

Liste des actionnaires habiles à voter : date de référence

 

(2) Si la date de référence a été fixée en vertu de l’alinéa 134(1)d), la société dresse, au plus tard dix jours après cette date, une liste alphabétique des actionnaires habiles à exercer les droits de vote attachés aux actions figurant en regard de leur nom.

Voting list — if no record date fixed

 

(3) If a record date for voting is not fixed under paragraph 134(1)(d), the corporation shall prepare, not later than 10 days after the record date that is fixed under paragraph 134(1)(c) or not later than the record date that

  

Liste des actionnaires habiles à voter : aucune date de référence

 

(3) Si la date de référence n’a pas été fixée en vertu de l’alinéa 134(1)d), la société dresse, au plus tard dix jours après la date de référence fixée en vertu de l’alinéa 134(1)c) ou au plus tard à la date de référence prévue à

 

Current to February 11, 2020

  112   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 138-140

  

Articles 138-140

 

 

is established under paragraph 134(2)(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.

  

l’alinéa 134(2)a), selon le cas, une liste alphabétique des actionnaires habiles à exercer les droits de vote attachés aux actions figurant en regard de leur nom.

Entitlement to vote

 

(3.1) A shareholder whose name appears on a list prepared under subsection (2) or (3) is entitled to vote the shares shown opposite their name at the meeting to which the list relates.

  

Habilité à voter

 

(3.1) Les actionnaires dont le nom apparaît sur la liste dressée en vertu des paragraphes (2) ou (3) sont habiles à exercer les droits de vote attachés aux actions figurant en regard de leur nom.

Examination of list

 

(4) A shareholder may examine the list of shareholders

 

(a) during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and

 

(b) at the meeting of shareholders for which the list was prepared.

 

R.S., 1985, c. C-44, s. 138; 2001, c. 14, s. 60; 2018, c. 8, s. 16(E).

  

Examen de la liste

 

(4) Les actionnaires peuvent prendre connaissance de la liste :

 

a) au siège social de la société ou au lieu où est tenu son registre central des valeurs mobilières, pendant les heures normales d’ouverture;

 

b) lors de l’assemblée pour laquelle elle a été dressée.

 

L.R. (1985), ch. C-44, art. 138; 2001, ch. 14, art. 60; 2018, ch. 8, art.
16(A).

Quorum

 

139 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.

  

Quorum

 

139 (1) Sauf disposition contraire des règlements administratifs, le quorum est atteint quel que soit le nombre de personnes effectivement présentes, lorsque les détenteurs d’actions disposant de plus de cinquante pour cent des voix sont présents ou représentés.

Opening quorum sufficient

 

(2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

  

Existence du quorum à l’ouverture

 

(2) Sauf disposition contraire des règlements administratifs, il suffit que le quorum soit atteint à l’ouverture de l’assemblée pour que les actionnaires puissent délibérer.

Adjournment

 

(3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

  

Ajournement

 

(3) En l’absence de quorum à l’ouverture de l’assemblée, les actionnaires présents ne peuvent délibérer que sur son ajournement à une date, une heure et en un lieu précis.

One shareholder meeting

 

(4) If a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

 

1974-75-76, c. 33, s. 133; 1978-79, c. 9, ss. 1(F), 41.

  

Assemblée avec un seul actionnaire

 

(4) L’assemblée peut être tenue par le seul actionnaire de la société, par le seul titulaire d’une seule catégorie ou série d’actions ou par son fondé de pouvoir.

 

1974-75-76, ch. 33, art. 133; 1978-79, ch. 9, art. 1(F) et 41.

Right to vote

 

140 (1) Unless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders.

  

Droit de vote

 

140 (1) Sauf disposition contraire des statuts, l’actionnaire dispose, lors de l’assemblée, d’une voix par action.

 

Current to February 11, 2020

  113   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 140-141

  

Articles 140-141

 

 

Representative

 

(2) If a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation.

  

Représentant

 

(2) La société doit permettre à tout particulier accrédité par résolution des administrateurs ou de la direction d’une personne morale ou d’une association faisant partie de ses actionnaires, de représenter ces dernières à ses assemblées.

Powers of representative

 

(3) An individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder.

  

Pouvoirs du représentant

 

(3) Le particulier accrédité en vertu du paragraphe (2) peut exercer, pour le compte de la personne morale ou de l’association qu’il représente, tous les pouvoirs d’un actionnaire.

Joint shareholders

 

(4) Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them.

 

R.S., 1985, c. C-44, s. 140; 2001, c. 14, s. 135(E).

  

Coactionnaires

 

(4) Sauf disposition contraire des règlements administratifs, si plusieurs personnes détiennent des actions conjointement, le codétenteur présent à une assemblée peut, en l’absence des autres, exercer le droit de vote attaché aux actions; au cas où plusieurs codétenteurs sont présents ou représentés, ils votent comme un seul actionnaire.

 

L.R. (1985), ch. C-44, art. 140; 2001, ch. 14, art. 135(A).

Voting

 

141 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.

  

Vote

 

141 (1) Sauf disposition contraire des règlements administratifs, le vote lors d’une assemblée se fait à main levée ou, à la demande de tout actionnaire ou fondé de pouvoir habile à voter, au scrutin secret.

Ballot

 

(2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

  

Scrutin secret

 

(2) Les actionnaires ou les fondés de pouvoir peuvent demander un vote au scrutin secret avant ou après tout vote à main levée.

Electronic voting

 

(3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the corporation makes available such a communication facility.

  

Vote par moyen de communication électronique

 

(3) Malgré le paragraphe (1) et sauf disposition contraire des règlements administratifs, le vote mentionné à ce paragraphe peut être tenu, conformément aux éventuels règlements, entièrement par un moyen de communication téléphonique, électronique ou autre offert par la société.

Voting while participating electronically

 

(4) Unless the by-laws otherwise provide, any person participating in a meeting of shareholders under subsection 132(4) or (5) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.

 

R.S., 1985, c. C-44, s. 141; 2001, c. 14, s. 61.

  

Vote en cas de participation par moyen de communication électronique

 

(4) Sauf disposition contraire des règlements administratifs, toute personne participant à une assemblée des actionnaires mentionnée aux paragraphes 132(4) ou (5) et habile à voter à cette assemblée, peut voter, conformément aux éventuels règlements, par le moyen de communication téléphonique, électronique ou autre mis à sa disposition par la société à cette fin.

 

L.R. (1985), ch. C-44, art. 141; 2001, ch. 14, art. 61.

 

Current to February 11, 2020

  114   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 142-143

  

Articles 142-143

 

 

Resolution in lieu of meeting

 

142 (1) Except where a written statement is submitted by a director under subsection 110(2) or by an auditor under subsection 168(5),

 

(a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and

 

(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.

  

Résolution tenant lieu d’assemblée

 

142 (1) À l’exception de la déclaration écrite présentée par l’un des administrateurs en vertu du paragraphe 110(2) ou par le vérificateur en vertu du paragraphe 168(5), la résolution écrite, signée de tous les actionnaires habiles à voter en l’occurrence lors de l’assemblée :

 

a) a la même valeur que si elle avait été adoptée lors de l’assemblée;

 

b) répond aux conditions de la présente loi relatives aux assemblées, si elle porte sur toutes les questions qui doivent, selon la présente loi, être inscrites à l’ordre du jour de l’assemblée.

Filing resolution

 

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.

  

Dépôt de la résolution

 

(2) Un exemplaire des résolutions visées au paragraphe (1) doit être conservé avec les procès-verbaux des assemblées.

Evidence

 

(3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

 

R.S., 1985, c. C-44, s. 142; 2001, c. 14, s. 62.

  

Preuve

 

(3) Sauf s’il y a demande d’un vote par scrutin, l’inscription au procès-verbal de l’assemblée précisant que le président a déclaré qu’une résolution a été adoptée ou rejetée fait foi, sauf preuve contraire, de ce fait, sans qu’il soit nécessaire de prouver le nombre ou la proportion des votes en faveur de cette résolution ou contre elle.

 

L.R. (1985), ch. C-44, art. 142; 2001, ch. 14, art. 62.

Requisition of meeting

 

143 (1) The holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

  

Demande de convocation

 

143 (1) Les détenteurs de cinq pour cent au moins des actions émises par la société et ayant le droit de vote à l’assemblée dont la tenue est demandée peuvent exiger des administrateurs la convocation d’une assemblée aux fins énoncées dans leur requête.

Form

 

(2) The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.

  

Forme

 

(2) La requête visée au paragraphe (1), qui peut consister en plusieurs documents de forme analogue signés par au moins l’un des actionnaires, énonce les points inscrits à l’ordre du jour de la future assemblée et est envoyée à chaque administrateur ainsi qu’au siège social de la société.

Directors calling meeting

 

(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless

 

(a) a record date has been fixed under paragraph 134(1)(c) and notice of it has been given under subsection 134(3);

  

Convocation de l’assemblée par les administrateurs

 

(3) Les administrateurs convoquent une assemblée dès réception de la requête visée au paragraphe (1), pour délibérer des questions qui y sont énoncées sauf dans l’un ou l’autre des cas suivants :

 

Current to February 11, 2020

  115   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 143-144

  

Articles 143-144

 

 

(b) the directors have called a meeting of shareholders and have given notice thereof under section 135; or

 

(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 137(5)(b) to (e).

  

a) l’avis d’une date de référence fixée en vertu de l’alinéa 134(1)c) a été donné conformément au paragraphe 134(3);

 

b) ils ont déjà convoqué une assemblée et donné l’avis prévu à l’article 135;

 

c) les questions à l’ordre du jour énoncées dans la requête portent sur les cas visés aux alinéas 137(5)b) à e).

Shareholder calling meeting

 

(4) If the directors do not within twenty-one days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call the meeting.

  

Convocation de l’assemblée par les actionnaires

 

(4) Faute par les administrateurs de convoquer l’assemblée dans les vingt et un jours suivant la réception de la requête visée au paragraphe (1), tout signataire de celle-ci peut le faire.

Procedure

 

(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, this Part and Part XIII.

  

Procédure

 

(5) L’assemblée prévue au présent article doit être convoquée, autant que possible, d’une manière conforme aux règlements administratifs, à la présente partie et à la partie XIII.

Reimbursement

 

(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

 

R.S., 1985, c. C-44, s. 143; 2001, c. 14, s. 63.

  

Remboursement

 

(6) Sauf adoption par les actionnaires d’une résolution à l’effet contraire lors d’une assemblée convoquée en vertu du paragraphe (4), la société rembourse aux actionnaires les dépenses normales qu’ils ont prises en charge pour demander, convoquer et tenir l’assemblée.

 

L.R. (1985), ch. C-44, art. 143; 2001, ch. 14, art. 63.

Meeting called by court

 

144 (1) A court, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if

 

(a) it is impracticable to call the meeting within the time or in the manner in which those meetings are to be called;

 

(b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or

 

(c) the court thinks that the meeting should be called, held and conducted within the time or in the manner it directs for any other reason.

  

Convocation de l’assemblée par le tribunal

 

144 (1) S’il l’estime à propos, notamment lorsque la convocation régulière d’une assemblée ou la tenue de celle-ci selon les règlements administratifs et la présente loi est pratiquement impossible, le tribunal peut, à la demande d’un administrateur, d’un actionnaire habile à voter ou du directeur, prévoir, par ordonnance, la convocation et la tenue d’une assemblée conformément à ses directives.

Varying quorum

 

(2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

  

Modification du quorum

 

(2) Sans qu’il soit porté atteinte au caractère général de la règle énoncée au paragraphe (1), le tribunal peut, à l’occasion d’une assemblée convoquée et tenue en application du présent article, ordonner la modification

 

Current to February 11, 2020

  116   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 144-146

  

Articles 144-146

 

 

  

ou la dispense du quorum exigé par les règlements administratifs ou la présente loi.

Valid meeting

 

(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the corporation duly called, held and conducted.

 

R.S., 1985, c. C-44, s. 144; 2001, c. 14, s. 64.

  

Validité de l’assemblée

 

(3) L’assemblée convoquée et tenue en application du présent article est, à toutes fins, régulière.

 

L.R. (1985), ch. C-44, art. 144; 2001, ch. 14, art. 64.

Court review of election

 

145 (1) A corporation or a shareholder or director may apply to a court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation.

  

Révision d’une élection par le tribunal

 

145 (1) La société, ainsi que tout actionnaire ou administrateur, peut demander au tribunal de trancher tout différend relatif à l’élection d’un administrateur ou à la nomination d’un vérificateur.

Powers of court

 

(2) On an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,

 

(a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

 

(b) an order declaring the result of the disputed election or appointment;

 

(c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; and

 

(d) an order determining the voting rights of shareholders and of persons claiming to own shares.

 

R.S., 1985, c. C-44, s. 145; 2001, c. 14, s. 65(F).

  

Pouvoirs du tribunal

 

(2) Sur demande présentée en vertu du présent article, le tribunal peut, par ordonnance, prendre toute mesure qu’il estime pertinente et notamment :

 

a) enjoindre aux administrateurs ou vérificateur, dont l’élection ou la nomination est contestée, de s’abstenir d’agir jusqu’au règlement du litige;

 

b) proclamer le résultat de l’élection ou de la nomination litigieuse;

 

c) ordonner une nouvelle élection ou une nouvelle nomination en donnant des directives pour la conduite, dans l’intervalle, des activités commerciales et des affaires internes de la société;

 

d) préciser les droits de vote des actionnaires et des personnes prétendant être propriétaires d’actions.

 

L.R. (1985), ch. C-44, art. 145; 2001, ch. 14, art. 65(F).

Pooling agreement

 

145.1 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as provided in the agreement.

 

2001, c. 14, s. 66.

  

Convention de vote

 

145.1 Des actionnaires peuvent conclure entre eux une convention écrite régissant l’exercice de leur droit de vote.

 

2001, ch. 14, art. 66.

Unanimous shareholder agreement

 

146 (1) An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and one or more persons who are not shareholders, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation is valid.

  

Convention unanime des actionnaires

 

146 (1) Est valide, si elle est par ailleurs licite, la convention écrite conclue par tous les actionnaires d’une société soit entre eux, soit avec des tiers, qui restreint, en tout ou en partie, les pouvoirs des administrateurs de gérer les activités commerciales et les affaires internes de la société ou d’en surveiller la gestion.

 

Current to February 11, 2020

  117   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XII Shareholders

  

PARTIE XII Actionnaires

Sections 146-147

  

Articles 146-147

 

 

Declaration by single shareholder

 

(2) If a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, the declaration is deemed to be a unanimous shareholder agreement.

  

Déclaration de l’actionnaire unique

 

(2) Est réputée être une convention unanime des actionnaires la déclaration écrite de l’unique et véritable propriétaire de la totalité des actions émises de la société, qui restreint, en tout ou en partie, les pouvoirs des administrateurs de gérer les activités commerciales et les affaires internes de la société ou d’en surveiller la gestion.

Constructive party

 

(3) A purchaser or transferee of shares subject to a unanimous shareholder agreement is deemed to be a party to the agreement.

  

Présomption

 

(3) L’acquéreur ou le cessionnaire des actions assujetties à une convention unanime des actionnaires est réputé être partie à celle-ci.

When no notice given

 

(4) If notice is not given to a purchaser or transferee of the existence of a unanimous shareholder agreement, in the manner referred to in subsection 49(8) or otherwise, the purchaser or transferee may, no later than 30 days after they become aware of the existence of the unanimous shareholder agreement, rescind the transaction by which they acquired the shares.

  

Avis non donné

 

(4) Si l’acquéreur ou le cessionnaire n’est pas avisé de l’existence de la convention unanime des actionnaires par une mention ou un renvoi visés au paragraphe 49(8) ou autrement, il peut, dans les trente jours après avoir pris connaissance de son existence, annuler l’opération par laquelle il est devenu acquéreur ou cessionnaire.

Rights of shareholder

 

(5) To the extent that a unanimous shareholder agreement restricts the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, parties to the unanimous shareholder agreement who are given that power to manage or supervise the management of the business and affairs of the corporation have all the rights, powers, duties and liabilities of a director of the corporation, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 119, to the same extent.

  

Droits des parties à la convention

 

(5) Dans la mesure où la convention unanime des actionnaires restreint le pouvoir des administrateurs de gérer les activités commerciales et les affaires internes de la société ou d’en surveiller la gestion, les droits, pouvoirs, obligations et responsabilités d’un administrateur — notamment les moyens de défense dont il peut se prévaloir — qui découlent d’une règle de droit sont dévolus aux parties à la convention auxquelles est conféré ce pouvoir; et les administrateurs sont déchargés des obligations et responsabilités corrélatives, notamment de la responsabilité visée à l’article 119 dans la même mesure.

Discretion of shareholders

 

(6) Nothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement.

 

R.S., 1985, c. C-44, s. 146; 1994, c. 24, s. 15(F); 2001, c. 14, s. 66.

  

Précision

 

(6) Il est entendu que le présent article n’empêche pas les actionnaires de lier à l’avance leur discrétion lorsqu’ils exercent les pouvoirs des administrateurs aux termes d’une convention unanime des actionnaires.

 

L.R. (1985), ch. C-44, art. 146; 1994, ch. 24, art. 15(F); 2001, ch. 14, art. 66.

PART XIII

 

Proxies

 

Definitions

 

147 In this Part,

 

form of proxy means a written or printed form that, on completion and execution or, in Quebec, on signing by or

  

PARTIE XIII

 

Procurations

 

Définitions

 

147 Les définitions qui suivent s’appliquent à la présente partie.

 

courtier attitré [Abrogée, 2001, ch. 14, art. 67]

 

Current to February 11, 2020

  118   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Section 147

  

Article 147

 

 

on behalf of a shareholder, becomes a proxy; (formulaire de procuration)

 

intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes

 

(a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;

 

(b) a securities depositary;

 

(c) a financial institution;

 

(d) in respect of a clearing agency, a securities dealer, trust company, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominees hold securities of an issuer;

 

(e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act;

 

(f) a nominee of a person referred to in any of paragraphs (a) to (e); and

 

(g) a person who carries out functions similar to those carried out by individuals or entities referred to in any of paragraphs (a) to (e) and that holds a security registered in its name, or in the name of its nominee, on behalf of another person who is not the registered holder of the security. (intermédiaire)

 

proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

 

registrant [Repealed, 2001, c. 14, s. 67]

 

solicit or solicitation

 

(a) includes

 

(i) a request for a proxy whether or not accompanied by or included in a form of proxy,

 

(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

 

(iii) the sending of a form of proxy or other communication to a shareholder under circumstances

  

formulaire de procuration Formulaire manuscrit, dactylographié ou imprimé qui, une fois rempli et signé par l’actionnaire ou pour son compte, devient une procuration. (form of proxy)

 

intermédiaire Personne détenant des valeurs mobilières pour le compte d’une autre qui n’est pas le détenteur inscrit de celles-ci, notamment :

 

a) un courtier ou un négociant en valeurs mobilières tenu d’être enregistré pour faire le commerce des valeurs mobilières en vertu de toute loi applicable;

 

b) le dépositaire de valeurs mobilières;

 

c) une institution financière;

 

d) en ce qui concerne une agence de compensation et de dépôt, un négociant en valeurs mobilières, une société de fiducie, une banque ou toute autre personne — notamment une autre agence de compensation ou de dépôt — au nom duquel ou de laquelle l’agence ou la personne qu’elle désigne détient les titres d’un émetteur;

 

e) un fiduciaire ou tout administrateur d’un régime enregistré d’épargne-retraite, d’un fonds de revenu de retraite ou d’un régime d’épargne-études autogérés, ou autre régime d’épargne ou de placement autogéré comparable, enregistré en vertu de la Loi de l’impôt sur le revenu;

 

f) une personne désignée par une personne visée à l’un des alinéas a) à e);

 

g) toute personne qui exerce des fonctions comparables à celles exercées par des personnes visées à l’un des alinéas a) à e) et qui détient une valeur mobilière nominative, à son nom ou à celui de la personne visée à l’alinéa f), pour le compte d’une autre personne qui n’est pas le détenteur inscrit de cette valeur mobilière. (intermediary)

 

procuration Formulaire de procuration rempli et signé par lequel l’actionnaire nomme un fondé de pouvoir pour assister et agir en son nom aux assemblées. (proxy)

 

sollicitation

 

a) Sont assimilés à la sollicitation :

 

(i) la demande de procuration dont est assorti ou non le formulaire de procuration,

 

(ii) la demande de signature ou de non-signature du formulaire de procuration ou de révocation de procuration,

 

Current to February 11, 2020

  119   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Sections 147-148

  

Articles 147-148

 

 

reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

 

(iv) the sending of a form of proxy to a shareholder under section 149; but

 

(b) does not include

 

(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,

 

(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,

 

(iii) the sending by an intermediary of the documents referred to in section 153,

 

(iv) a solicitation by a person in respect of shares of which the person is the beneficial owner,

 

(v) a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision,

 

(vi) a communication for the purposes of obtaining the number of shares required for a shareholder proposal under subsection 137(1.1), or

 

(vii) a communication, other than a solicitation by or on behalf of the management of the corporation, that is made to shareholders, in any circumstances that may be prescribed; (sollicitation)

 

solicitation by or on behalf of the management of a corporation means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors. (sollicitation effectuée par la direction ou pour son compte)

 

R.S., 1985, c. C-44, s. 147; 2001, c. 14, ss. 67, 135(E); 2011, c. 21, s.
54(E).

  

(iii) l’envoi d’un formulaire de procuration ou de toute communication aux actionnaires, concerté en vue de l’obtention, du refus ou de la révocation d’une procuration,

 

(iv) l’envoi d’un formulaire de procuration aux actionnaires conformément à l’article 149;

 

b) sont exclus de la présente définition :

 

(i) l’envoi d’un formulaire de procuration en réponse à la demande spontanément faite par un actionnaire ou pour son compte,

 

(ii) l’accomplissement d’actes d’administration ou de services professionnels pour le compte d’une personne sollicitant une procuration,

 

(iii) l’envoi par un intermédiaire des documents visés à l’article 153,

 

(iv) la sollicitation faite par une personne pour des actions dont elle est le véritable propriétaire,

 

(v) l’annonce publique — au sens des règlements — par l’actionnaire de ses intentions de vote, motifs à l’appui,

 

(vi) toute communication en vue d’obtenir le nombre d’actions requis pour la présentation d’une proposition par un actionnaire en conformité avec le paragraphe 137(1.1),

 

(vii) toute communication, autre qu’une sollicitation effectuée par la direction ou pour son compte, faite aux actionnaires dans les circonstances réglementaires. (solicit or solicitation)

 

sollicitation effectuée par la direction ou pour son compte Sollicitation faite par toute personne, à la suite d’une résolution ou d’instructions ou avec l’approbation des administrateurs ou d’un comité du conseil d’administration. (solicitation by or on behalf of the management of a corporation)

 

L.R. (1985), ch. C-44, art. 147; 2001, ch. 14, art. 67 et 135(A); 2011, ch. 21, art. 54(A).

Appointing proxyholder

 

148 (1) A shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

  

Nomination d’un fondé de pouvoir

 

148 (1) L’actionnaire habile à voter lors d’une assemblée peut, par procuration, nommer un fondé de pouvoir ainsi que plusieurs suppléants qui peuvent ne pas être actionnaires, aux fins d’assister à cette assemblée et d’y agir dans les limites prévues à la procuration.

 

Current to February 11, 2020

  120   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Sections 148-149

  

Articles 148-149

 

 

Execution or signing of proxy

 

(2) A proxy shall be executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing.

  

Signature de la procuration

 

(2) L’actionnaire ou son représentant personnel autorisé par écrit doit signer la procuration.

Validity of proxy

 

(3) A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.

  

Validité de la procuration

 

(3) La procuration est valable pour l’assemblée visée et à tout ajournement de cette assemblée.

Revocation of proxy

 

(4) A shareholder may revoke a proxy

 

(a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing

 

(i) at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, or

 

(ii) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or

 

(b) in any other manner permitted by law.

  

Révocation d’une procuration

 

(4) L’actionnaire peut révoquer la procuration :

 

a) en déposant un acte écrit signé de lui ou de son représentant personnel muni d’une autorisation écrite :

 

(i) soit au siège social de la société au plus tard le dernier jour ouvrable précédant l’assemblée en cause ou la date de reprise en cas d’ajournement,

 

(ii) soit entre les mains du président de l’assemblée à la date de son ouverture ou de sa reprise en cas d’ajournement;

 

b) de toute autre manière autorisée par la loi.

Deposit of proxies

 

(5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the corporation or its agent or mandatary.

 

R.S., 1985, c. C-44, s. 148; 2001, c. 14, s. 135(E); 2011, c. 21, s. 55.

  

Dépôt des procurations

 

(5) Les administrateurs peuvent, dans l’avis de convocation d’une assemblée, préciser une date limite, qui ne peut être antérieure de plus de quarante-huit heures, non compris les samedis et les jours fériés, à la date d’ouverture de l’assemblée ou de sa reprise en cas d’ajournement, pour la remise des procurations à la société ou à son mandataire.

 

L.R. (1985), ch. C-44, art. 148; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 55.

Mandatory solicitation

 

149 (1) Subject to subsection (2), the management of a corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.

  

Sollicitation obligatoire

 

149 (1) Sous réserve du paragraphe (2), la direction d’une société doit, en donnant avis de l’assemblée aux actionnaires, leur envoyer un formulaire de procuration en la forme prescrite.

Exception

 

(2) The management of the corporation is not required to send a form of proxy under subsection (1) if it

 

(a) is not a distributing corporation; and

 

(b) has fifty or fewer shareholders entitled to vote at a meeting, two or more joint holders being counted as one shareholder.

  

Exception

 

(2) La direction d’une société — autre qu’une société ayant fait appel au public — comptant au plus cinquante actionnaires habiles à voter lors d’une assemblée, les codétenteurs d’une action étant comptés comme un seul actionnaire, n’est pas tenue d’envoyer le formulaire de procuration prévu au paragraphe (1).

 

Current to February 11, 2020

  121   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Sections 149-150

  

Articles 149-150

 

 

Offence

 

(3) If the management of a corporation fails to comply, without reasonable cause, with subsection (1), the corporation is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

  

Infraction

 

(3) La société dont la direction contrevient, sans motif raisonnable, au paragraphe (1), commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars.

Officers, etc., of corporations

 

(4) Where a corporation commits an offence under subsection (3), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the corporation has been prosecuted or convicted.

 

R.S., 1985, c. C-44, s. 149; 2001, c. 14, s. 68.

  

Sociétés et leurs dirigeants, etc.

 

(4) En cas de perpétration par une société d’une infraction visée au paragraphe (3), ceux de ses administrateurs ou dirigeants qui y ont sciemment donné leur autorisation, leur permission ou leur acquiescement sont considérés comme des coauteurs de l’infraction et encourent, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines, que la société ait été ou non poursuivie ou déclarée coupable.

 

L.R. (1985), ch. C-44, art. 149; 2001, ch. 14, art. 68.

Soliciting proxies

 

150 (1) A person shall not solicit proxies unless

 

(a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, or

 

(b) in the case of any other solicitation, a dissident’s proxy circular in prescribed form stating the purposes of the solicitation

 

is sent to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, if paragraph (b) applies, to the corporation.

  

Sollicitation de procuration

 

150 (1) Les procurations ne peuvent être sollicitées qu’à l’aide de circulaires envoyées en la forme prescrite :

 

a) sous forme d’annexe ou de document distinct de l’avis de l’assemblée, en cas de sollicitation effectuée par la direction ou pour son compte,

 

b) dans les autres cas, par tout dissident, qui doit y mentionner l’objet de cette sollicitation,

 

au vérificateur, à chacun des administrateurs, aux actionnaires intéressés et, en cas d’application de l’alinéa b), à la société.

Exception — solicitation to fifteen or fewer shareholders

 

(1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder.

  

Exception : sollicitation restreinte

 

(1.1) Malgré le paragraphe (1), il n’est pas nécessaire d’envoyer de circulaires pour effectuer une sollicitation, sauf si celle-ci est effectuée par la direction ou pour son compte, lorsque le nombre total des actionnaires dont les procurations sont sollicitées ne dépasse pas quinze, les codétenteurs d’une action étant comptés comme un seul actionnaire.

Exception — solicitation by public broadcast

 

(1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

  

Exemption : sollicitation par diffusion publique

 

(1.2) Malgré le paragraphe (1), il n’est pas nécessaire d’envoyer de circulaires pour effectuer une sollicitation, sauf si celle-ci est effectuée par la direction ou pour son compte, lorsque la sollicitation est, dans les circonstances prévues par règlement, transmise par diffusion publique, discours ou publication.

 

Current to February 11, 2020

  122   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Sections 150-152

  

Articles 150-152

 

 

Copy to Director

 

(2) A person required to send a management proxy circular or dissident’s proxy circular shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

  

Copie au directeur

 

(2) La personne tenue d’envoyer une circulaire émanant de la direction ou d’un dissident doit en même temps en envoyer un exemplaire au directeur, accompagné tant de la déclaration réglementaire et du formulaire de procuration que des documents utiles à l’assemblée; dans le cas où elle émane de la direction, la circulaire est de plus accompagnée d’une copie de l’avis d’assemblée.

Offence

 

(3) A person who fails to comply with subsections (1) and (2) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

  

Infraction

 

(3) Quiconque contrevient aux paragraphes (1) et (2) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

Officers, etc., of bodies corporate

 

(4) Where a body corporate commits an offence under subsection (3), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

 

R.S., 1985, c. C-44, s. 150; 1992, c. 1, s. 54; 1994, c. 24, s. 16; 2001, c. 14, s. 69.

  

Personnes morales et leurs dirigeants, etc.

 

(4) En cas de perpétration par une personne morale d’une infraction visée au paragraphe (3), ceux de ses administrateurs ou dirigeants qui y ont sciemment donné leur autorisation, leur permission ou leur acquiescement sont considérés comme des coauteurs de l’infraction et encourent, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines, que la personne morale ait été ou non poursuivie ou déclarée coupable.

 

L.R. (1985), ch. C-44, art. 150; 1992, ch. 1, art. 54; 1994, ch. 24, art. 16; 2001, ch. 14, art. 69.

Exemption

 

151 (1) On the application of an interested person, the Director may exempt the person, on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1) or 153(1). The exemption may have retroactive effect.

 

(2) [Repealed, 2018, c. 8, s. 18]

 

R.S., 1985, c. C-44, s. 151; 2001, c. 14, s. 70; 2018, c. 8, s. 18.

  

Dispense

 

151 (1) Le directeur peut, selon les modalités qu’il estime utiles, dispenser tout intéressé qui en fait la demande des exigences visées à l’article 149 ou aux paragraphes 150(1) ou 153(1). La dispense peut avoir un effet rétroactif.

 

(2) [Abrogé, 2018, ch. 8, art. 18]

 

L.R. (1985), ch. C-44, art. 151; 2001, ch. 14, art. 70; 2018, ch. 8, art. 18.

Attendance at meeting

 

152 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is given and comply with the directions of the shareholder who appointed him.

  

Présence à l’assemblée

 

152 (1) La personne nommée fondé de pouvoir après avoir sollicité une procuration doit assister personnellement à l’assemblée visée, ou s’y faire représenter par son suppléant, et se conformer aux instructions de l’actionnaire qui l’a nommée.

Right of a proxyholder

 

(2) A proxyholder or an alternate proxyholder has the same rights as the shareholder by whom they were appointed to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder

  

Droits du fondé de pouvoir

 

(2) Au cours d’une assemblée, le fondé de pouvoir ou un suppléant a, en ce qui concerne la participation aux délibérations et le vote par voie de scrutin, les mêmes droits que l’actionnaire qui l’a nommé; cependant, le fondé de pouvoir ou un suppléant qui a reçu des

 

 

Current to February 11, 2020

  123   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Sections 152-153

  

Articles 152-153

 

 

has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of any show of hands.

  

instructions contradictoires de ses mandants ne peut prendre part à un vote à main levée.

Show of hands

 

(3) Despite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders personally or through proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot,

 

(a) the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; and

 

(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.

  

Vote à main levée

 

(3) Malgré les paragraphes (1) et (2), lorsque le président d’une assemblée déclare qu’en cas de scrutin, l’ensemble des voix attachées aux actions représentées par des fondés de pouvoir ayant instruction de voter contre la solution qui, à son avis, sera adoptée par l’assemblée quant à une question ou un groupe de questions, sera inférieur à cinq pour cent des voix qui peuvent être exprimées par des actionnaires, présents ou représentés par des fondés de pouvoir, au cours de ce scrutin, et sauf si un actionnaire ou un fondé de pouvoir exige la tenue d’un scrutin :

 

a) le président peut procéder à un vote à main levée sur la question ou le groupe de questions;

 

b) les fondés de pouvoir et les suppléants peuvent participer au vote à main levée sur la question ou le groupe de questions.

Offence

 

(4) A proxyholder or alternate proxyholder who without reasonable cause fails to comply with the directions of a shareholder under this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

 

R.S., 1985, c. C-44, s. 152; 2001, c. 14, ss. 71, 135(E).

  

Infraction

 

(4) Le fondé de pouvoir ou son suppléant qui, sans motif raisonnable, contrevient aux instructions données par l’actionnaire conformément au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

 

L.R. (1985), ch. C-44, art. 152; 2001, ch. 14, art. 71 et 135(A).

Duty of intermediary

 

153 (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, financial statements, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.

  

Devoir de l’intermédiaire

 

153 (1) L’intermédiaire qui n’est pas le véritable propriétaire des actions inscrites à son nom ou à celui d’une personne désignée par lui ne peut exercer les droits de vote dont elles sont assorties que sur envoi au véritable propriétaire, dès leur réception, d’un exemplaire de l’avis de l’assemblée, des états financiers, des circulaires sollicitant des procurations émanant de la direction ou d’un dissident et de tous documents — à l’exception du formulaire de procuration — envoyés par toute personne ou pour son compte, aux actionnaires pour l’assemblée. Il doit également envoyer une demande écrite d’instructions sur le vote, s’il n’a pas reçu du véritable propriétaire de telles instructions par écrit.

Restriction on voting

 

(2) An intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder,

  

Restrictions relatives au vote

 

(2) L’intermédiaire qui n’est pas le véritable propriétaire des actions inscrites à son nom ou à celui d’une personne désignée par lui — ou le fondé de pouvoir nommé par lui — ne peut exercer les droits de vote dont elles sont

 

 

Current to February 11, 2020

  124   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Section 153

  

Article 153

 

 

as the case may be, receives written voting instructions from the beneficial owner.

  

assorties, s’il n’a pas reçu du véritable propriétaire des instructions écrites relatives au vote.

Copies

 

(3) A person by or on behalf of whom a solicitation is made shall provide, at the request of an intermediary, without delay, to the intermediary at the person’s expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions.

  

Exemplaires

 

(3) La personne qui fait une sollicitation ou pour le compte de laquelle elle est faite doit fournir sans délai à ses propres frais à l’intermédiaire, dès que celui-ci en fait la demande, le nombre nécessaire d’exemplaires des documents visés au paragraphe (1), sauf ceux qui réclament des instructions sur le vote.

Instructions to intermediary

 

(4) An intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.

  

Instructions à l’intermédiaire

 

(4) Les droits de vote dont sont assorties les actions visées au paragraphe (1) doivent être exercés par l’intermédiaire ou le fondé de pouvoir qu’il nomme à cette fin selon les instructions écrites reçues du véritable propriétaire.

Beneficial owner as proxyholder

 

(5) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

  

Véritable propriétaire nommé fondé de pouvoir

 

(5) Sur demande du véritable propriétaire et après en avoir reçu les documents appropriés, l’intermédiaire choisit comme fondé de pouvoir celui-ci ou la personne qu’il désigne.

Validity

 

(6) The failure of an intermediary to comply with this section does not render void any meeting of shareholders or any action taken at the meeting.

  

Validité

 

(6) L’inobservation du présent article par l’intermédiaire n’annule ni l’assemblée ni les mesures prises lors de celle-ci.

Limitation

 

(7) Nothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting.

  

Limitation

 

(7) Le présent article ne confère nullement à l’intermédiaire les droits de vote qui lui sont par ailleurs refusés.

Offence

 

(8) An intermediary who knowingly fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

  

Infraction

 

(8) L’intermédiaire qui contrevient sciemment au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

Officers, etc., of bodies corporate

 

(9) If an intermediary that is a body corporate commits an offence under subsection (8), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

 

R.S., 1985, c. C-44, s. 153; 2001, c. 14, s. 72.

  

Personnes morales et leurs dirigeants, etc.

 

(9) En cas de perpétration par un intermédiaire qui est une personne morale d’une infraction visée au paragraphe (8), ceux de ses administrateurs ou dirigeants qui y ont sciemment donné leur autorisation, leur permission ou leur acquiescement sont considérés comme des coauteurs de l’infraction et encourent, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces

 

 

Current to February 11, 2020

  125   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIII Proxies

  

PARTIE XIII Procurations

Sections 153-155

  

Articles 153-155

 

 

  

peines, que la personne morale ait été ou non poursuivie ou déclarée coupable.

 

L.R. (1985), ch. C-44, art. 153; 2001, ch. 14, art. 72.

Restraining order

 

154 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Director may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,

 

(a) an order restraining the solicitation, the holding of the meeting, or any person from implementing or acting on any resolution passed at the meeting to which the form of proxy, management proxy circular or dissident’s proxy circular relates;

 

(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and

 

(c) an order adjourning the meeting.

  

Ordonnance

 

154 (1) En cas de faux renseignements sur un fait important, ou d’omission d’un tel fait dont la divulgation était requise ou nécessaire pour éviter que la déclaration ne soit trompeuse eu égard aux circonstances, dans un formulaire de procuration ou dans une circulaire émanant de la direction ou d’un dissident, le tribunal peut, à la demande de tout intéressé ou du directeur, prendre par ordonnance toute mesure qu’il estime pertinente et notamment :

 

a) interdire la sollicitation et la tenue de l’assemblée ou enjoindre à quiconque de ne donner aucune suite aux résolutions adoptées à l’assemblée en cause;

 

b) exiger la correction des documents en cause et prévoir une nouvelle sollicitation;

 

c) ajourner l’assemblée.

Notice to Director

 

(2) An applicant under this section shall give to the Director notice of the application and the Director is entitled to appear and to be heard in person or by counsel.

 

1974-75-76, c. 33, s. 148; 1978-79, c. 9, s. 1(F).

  

Avis au directeur

 

(2) L’auteur de la demande prévue au présent article doit en aviser le directeur; celui-ci peut comparaître en personne ou par ministère d’avocat.

 

1974-75-76, ch. 33, art. 148; 1978-79, ch. 9, art. 1(F).

PART XIV

 

Financial Disclosure

  

PARTIE XIV

 

Présentation de renseignements d’ordre financier

Annual financial statements

 

155 (1) The directors of a corporation shall place before the shareholders at every annual meeting

 

(a) prescribed comparative financial statements that conform to any prescribed requirements and relate separately to

 

(i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and

 

(ii) the immediately preceding financial year;

  

États financiers annuels

 

155 (1) Les administrateurs doivent, à l’assemblée annuelle, présenter aux actionnaires :

 

a) les états financiers comparatifs exigés par les règlements, établis conformément à ceux-ci et couvrant séparément :

 

(i) la période se terminant six mois au plus avant l’assemblée et ayant commencé à la date soit de création de la société, soit, si elle a déjà fonctionné durant un exercice complet, de la fin de cet exercice,

 

(ii) l’exercice précédent;

 

b) le rapport du vérificateur, s’il a été établi;

 

 

 

Current to February 11, 2020

  126   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 155-157

  

Articles 155-157

 

 

(b) the report of the auditor, if any; and

 

(c) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.

  

c) tous renseignements sur la situation financière de la société et le résultat de ses activités qu’exigent les statuts, les règlements administratifs ou toute convention unanime des actionnaires.

Exception

 

(2) Notwithstanding paragraph (1)(a), the financial statements referred to in subparagraph (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note thereto, to be placed before the shareholders at an annual meeting.

 

R.S., 1985, c. C-44, s. 155; 2018, c. 8, s. 20.

  

Exception

 

(2) Par dérogation à l’alinéa (1)a), il n’est pas nécessaire de présenter les états financiers visés au sous-alinéa (1)a)(ii) si le motif en est donné dans les états financiers, ou dans une note y annexée, à présenter aux actionnaires à l’assemblée annuelle.

 

L.R. (1985), ch. C-44, art. 155; 2018, ch. 8, art. 20.

Application for exemption

 

156 On the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement set out in section 155 or any of sections 157 to 160, if the Director reasonably believes that the detriment that may be caused to the corporation by the requirement outweighs its benefit to the shareholders or, in the case of a distributing corporation, to the public.

 

R.S., 1985, c. C-44, s. 156; 2001, c. 14, s. 74; 2018, c. 8, s. 21.

  

Demande de dispense

 

156 Le directeur peut, sur demande de la société, soustraire celle-ci, aux conditions qu’il estime indiquées, à toute obligation prévue à l’article 155 ou à l’un des articles 157 à 160 s’il a de bonnes raisons de croire que les inconvénients pour la société qui découleraient du respect de l’obligation l’emportent sur les avantages qui en résulteraient pour les actionnaires ou, dans le cas de la société ayant fait appel au public, sur les avantages qui en résulteraient pour le public.

 

L.R. (1985), ch. C-44, art. 156; 2001, ch. 14, art. 74; 2018, ch. 8, art. 21.

Consolidated statements

 

157 (1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.

  

États financiers consolidés

 

157 (1) La société doit conserver à son siège social un exemplaire des états financiers de chacune de ses filiales et de chaque personne morale dont les comptes sont consolidés dans ses propres états financiers.

Examination

 

(2) Shareholders of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the corporation and may make extracts free of charge.

  

Examen

 

(2) Les actionnaires ainsi que leurs représentants personnels peuvent, sur demande, examiner gratuitement les états financiers visés au paragraphe (1) et en tirer copie pendant les heures normales d’ouverture des bureaux.

Barring examination

 

(3) A corporation may, within fifteen days of a request to examine under subsection (2), apply to a court for an order barring the right of any person to so examine, and the court may, if it is satisfied that such examination would be detrimental to the corporation or a subsidiary body corporate, bar such right and make any further order it thinks fit.

  

Interdiction

 

(3) Le tribunal saisi d’une requête présentée par la société dans les quinze jours d’une demande d’examen faite en vertu du paragraphe (2) peut rendre toute ordonnance qu’il estime pertinente et, notamment, interdire l’examen, s’il est convaincu qu’il serait préjudiciable à la société ou à une filiale.

 

Current to February 11, 2020

  127   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 157-160

  

Articles 157-160

 

Notice to Director

 

(4) A corporation shall give the Director and the person asking to examine under subsection (2) notice of an application under subsection (3), and the Director and such person may appear and be heard in person or by counsel.

 

R.S., 1985, c. C-44, s. 157; 2001, c. 14, s. 75.

  

Avis au directeur

 

(4) La société doit donner avis de toute requête présentée en vertu du paragraphe (3) au directeur et à toute personne qui demande l’examen prévu au paragraphe (2); ceux-ci peuvent comparaître en personne ou par ministère d’avocat.

 

L.R. (1985), ch. C-44, art. 157; 2001, ch. 14, art. 75.

Approval of financial statements

 

158 (1) The directors of a corporation shall approve the financial statements referred to in section 155 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced in the statements.

  

Approbation des états financiers

 

158 (1) Les administrateurs doivent approuver les états financiers visés à l’article 155; l’approbation est attestée par la signature — ou sa reproduction mécanique, notamment sous forme d’imprimé — d’au moins l’un d’entre eux.

Condition precedent

 

(2) A corporation shall not issue, publish or circulate copies of the financial statements referred to in section 155 unless the financial statements are

 

(a) approved and signed in accordance with subsection (1); and

 

(b) accompanied by the report of the auditor of the corporation, if any.

 

R.S., 1985, c. C-44, s. 158; 2001, c. 14, s. 76.

  

Condition préalable

 

(2) La société ne peut publier ou diffuser les états financiers visés à l’article 155 que lorsque les conditions suivantes sont réunies :

 

a) ils ont été approuvés et signés conformément au paragraphe (1);

 

b) ils sont accompagnés du rapport du vérificateur, s’il a été établi.

 

L.R. (1985), ch. C-44, art. 158; 2001, ch. 14, art. 76.

Copies to shareholders

 

159 (1) A corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.

  

Copies aux actionnaires

 

159 (1) La société doit, vingt et un jours au moins avant chaque assemblée annuelle ou avant la signature de la résolution qui en tient lieu en vertu de l’alinéa 142(1)b), envoyer un exemplaire des documents visés à l’article 155 à chaque actionnaire, sauf à ceux qui l’ont informée par écrit de leur désir de ne pas les recevoir.

Offence

 

(2) A corporation that, without reasonable cause, fails to comply with subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

 

R.S., 1985, c. C-44, s. 159; 2001, c. 14, s. 135(E).

  

Infraction

 

(2) La société qui, sans motif raisonnable, contrevient au paragraphe (1) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars.

 

L.R. (1985), ch. C-44, art. 159; 2001, ch. 14, art. 135(A).

Copies to Director

 

160 (1) A distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall send a copy of the documents referred to in section 155 to the Director

 

(a) not less than twenty-one days before each annual meeting of shareholders, or without delay after a resolution referred to in paragraph 142(1)(b) is signed; and

  

Copies au directeur

 

160 (1) La société ayant fait appel au public dont des valeurs mobilières en circulation sont détenues par plusieurs personnes doit envoyer au directeur copie des documents visés à l’article 155 :

 

a) vingt et un jours au moins avant chaque assemblée annuelle ou sans délai après la signature de la résolution qui en tient lieu en vertu de l’alinéa 142(1)b);

 

Current to February 11, 2020

  128   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 160-161

  

Articles 160-161

 

(b) in any event within fifteen months after the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than six months after the end of the corporation’s preceding financial year.

  

b) en tout état de cause, dans les quinze mois suivant l’assemblée annuelle précédente ou la date à laquelle aurait dû être signée la résolution en tenant lieu, mais au plus tard dans les six mois suivant la fin de chaque exercice.

Subsidiary corporation exemption

 

(2) A subsidiary corporation is not required to comply with this section if

 

(a) the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and

 

(b) the consolidated or combined financial statements of the holding corporation are included in the documents sent to the Director by the holding corporation in compliance with this section.

  

Dispense

 

(2) Les filiales ne sont pas tenues de se conformer au présent article si :

 

a) d’une part, leurs états financiers sont inclus dans ceux de la société mère présentés sous forme consolidée ou cumulée;

 

b) d’autre part, les états financiers de la société mère, présentés sous forme consolidée ou cumulée, figurent dans les documents envoyés au directeur en conformité avec le présent article.

Offence

 

(3) A corporation that fails to comply with this section is guilty of an offence and is liable on summary conviction to a fine not exceeding five thousand dollars.

 

R.S., 1985, c. C-44, s. 160; 1992, c. 1, s. 55; 1994, c. 24, s. 17; 2001, c. 14, s. 77.

  

Infraction

 

(3) Toute société qui contrevient au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars.

 

L.R. (1985), ch. C-44, art. 160; 1992, ch. 1, art. 55; 1994, ch. 24, art. 17; 2001, ch. 14, art. 77.

Qualification of auditor

 

161 (1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, any of its affiliates, or the directors or officers of any such corporation or its affiliates.

  

Qualités requises pour être vérificateur

 

161 (1) Sous réserve du paragraphe (5), pour être vérificateur, il faut être indépendant de la société, des personnes morales de son groupe ou de leurs administrateurs ou dirigeants.

Independence

 

(2) For the purposes of this section,

 

(a) independence is a question of fact; and

 

(b) a person is deemed not to be independent if they or their business partner

 

(i) is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of any such corporation or any of its affiliates,

 

(ii) beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or any of its affiliates, or

 

(iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years

  

Indépendance

 

(2) Pour l’application du présent article :

 

a) l’indépendance est une question de fait;

 

b) est réputée ne pas être indépendante la personne qui, ou dont l’associé :

 

(i) ou bien est associé, administrateur, dirigeant ou employé de la société, d’une personne morale de son groupe ou de leurs administrateurs, dirigeants ou employés,

 

(ii) ou bien est le véritable propriétaire ou détient, directement ou indirectement, le contrôle d’une partie importante des valeurs mobilières de la société ou de l’une des personnes morales de son groupe,

 

(iii) ou bien a été séquestre, séquestre-gérant, liquidateur ou syndic de faillite de la société ou d’une personne morale de son groupe dans les deux

 

Current to February 11, 2020

  129   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 161-162

  

Articles 161-162

 

of the person’s proposed appointment as auditor of the corporation.

  

ans précédant la proposition de sa nomination au poste de vérificateur.

Business partners

 

(2.1) For the purposes of subsection (2), a person’s business partner includes a shareholder of that person.

  

Associé

 

(2.1) Pour l’application du paragraphe (2), est assimilé à un associé d’une personne l’actionnaire de celle-ci.

Duty to resign

 

(3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of the disqualification.

  

Obligation de démissionner

 

(3) Le vérificateur doit, sous réserve du paragraphe (5), se démettre dès qu’à sa connaissance, il ne possède plus les qualités requises par le présent article.

Disqualification order

 

(4) An interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.

  

Destitution judiciaire

 

(4) Tout intéressé peut demander au tribunal de rendre une ordonnance déclarant la destitution du vérificateur aux termes du présent article et la vacance de son poste.

Exemption order

 

(5) An interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, if it is satisfied that an exemption would not unfairly prejudice the shareholders, make an exemption order on such terms as it thinks fit, which order may have retrospective effect.

 

R.S., 1985, c. C-44, s. 161; 2001, c. 14, ss. 78, 135(E); 2011, c. 21, s. 56(E); 2018, c. 8, s. 23(E).

  

Dispense

 

(5) Le tribunal, s’il est convaincu de ne pas causer un préjudice injustifié aux actionnaires, peut, à la demande de tout intéressé, dispenser, même rétroactivement, le vérificateur de l’application du présent article, aux conditions qu’il estime indiquées.

 

L.R. (1985), ch. C-44, art. 161; 2001, ch. 14, art. 78 et 135(A); 2011, ch. 21, art. 56(A); 2018, ch. 8, art. 23(A).

Appointment of auditor

 

162 (1) Subject to section 163, shareholders of a corporation shall, by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

  

Nomination du vérificateur

 

162 (1) Sous réserve de l’article 163, les actionnaires doivent, par voie de résolution ordinaire, à la première assemblée annuelle et à chaque assemblée annuelle subséquente, nommer un vérificateur dont le mandat expirera à la clôture de l’assemblée annuelle suivante.

Eligibility

 

(2) An auditor appointed under section 104 is eligible for appointment under subsection (1).

  

Éligibilité

 

(2) Le vérificateur nommé en vertu de l’article 104 peut également l’être conformément au paragraphe (1).

Incumbent auditor

 

(3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed.

  

Vérificateur en fonctions

 

(3) Nonobstant le paragraphe (1), à défaut de nomination du vérificateur lors d’une assemblée, le vérificateur en fonctions poursuit son mandat jusqu’à la nomination de son successeur.

Remuneration

 

(4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors.

 

1974-75-76, c. 33, s. 156; 1978-79, c. 9, ss. 1(F), 48.

  

Rémunération

 

(4) La rémunération du vérificateur est fixée par voie de résolution ordinaire des actionnaires ou, à défaut, par les administrateurs.

 

1974-75-76, ch. 33, art. 156; 1978-79, ch. 9, art. 1(F) et 48.

 

Current to February 11, 2020

  130   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 163-166

  

Articles 163-166

 

Dispensing with auditor

 

163 (1) The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor.

  

Dispense

 

163 (1) Les actionnaires d’une société, autre qu’une société ayant fait appel au public, peuvent décider, par voie de résolution, de ne pas nommer un vérificateur.

Limitation

 

(2) A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders.

  

Durée de validité

 

(2) La résolution mentionnée au paragraphe (1) n’est valide que jusqu’à l’assemblée annuelle suivante.

Unanimous consent

 

(3) A resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote.

  

Consentement unanime

 

(3) La résolution mentionnée au paragraphe (1) n’est valide que si elle recueille le consentement unanime des actionnaires, y compris ceux qui ne sont pas par ailleurs fondés à voter.

(4) [Repealed, 1994, c. 24, s. 18]

 

R.S., 1985, c. C-44, s. 163; 1992, c. 1, s. 56; 1994, c. 24, s. 18; 2001, c. 14, s. 79.

  

(4) [Abrogé, 1994, ch. 24, art. 18]

 

L.R. (1985), ch. C-44, art. 163; 1992, ch. 1, art. 56; 1994, ch. 24, art. 18; 2001, ch. 14, art. 79.

Ceasing to hold office

 

164 (1) An auditor of a corporation ceases to hold office when the auditor

 

(a) dies or resigns; or

 

(b) is removed pursuant to section 165.

  

Fin du mandat

 

164 (1) Le mandat du vérificateur prend fin avec :

 

a) son décès ou sa démission;

 

b) sa révocation conformément à l’article 165.

Effective date of resignation

 

(2) A resignation of an auditor becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

 

R.S., 1985, c. C-44, s. 164; 2001, c. 14, s. 135(E).

  

Date d’effet de la démission

 

(2) La démission du vérificateur prend effet à la date de son envoi par écrit à la société ou, si elle est postérieure, à celle que précise cette démission.

 

L.R. (1985), ch. C-44, art. 164; 2001, ch. 14, art. 135(A).

Removal of auditor

 

165 (1) The shareholders of a corporation may by ordinary resolution at a special meeting remove from office the auditor other than an auditor appointed by a court under section 167.

  

Révocation

 

165 (1) Les actionnaires peuvent, par résolution ordinaire adoptée lors d’une assemblée extraordinaire, révoquer tout vérificateur qui n’a pas été nommé par le tribunal en vertu de l’article 167.

Vacancy

 

(2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 166.

 

1974-75-76, c. 33, s. 159; 1978-79, c. 9, s. 1(F).

  

Vacance

 

(2) La vacance créée par la révocation d’un vérificateur peut être comblée lors de l’assemblée où celle-ci a eu lieu ou, à défaut, en vertu de l’article 166.

 

1974-75-76, ch. 33, art. 159; 1978-79, ch. 9, art. 1(F).

Filling vacancy

 

166 (1) Subject to subsection (3), the directors shall forthwith fill a vacancy in the office of auditor.

  

Manière de combler une vacance

 

166 (1) Sous réserve du paragraphe (3), les administrateurs doivent immédiatement combler toute vacance du poste de vérificateur.

Calling meeting

 

(2) If there is not a quorum of directors, the directors then in office shall, within twenty-one days after a vacancy in the office of auditor occurs, call a special meeting of

  

Convocation d’une assemblée

 

(2) En cas d’absence de quorum au conseil d’administration, les administrateurs en fonctions doivent, dans les vingt et un jours de la vacance du poste

 

Current to February 11, 2020

  131   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 166-168

  

Articles 166-168

 

shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any shareholder.

  

de vérificateur, convoquer une assemblée extraordinaire en vue de combler cette vacance; à défaut de cette convocation, ou en l’absence d’administrateurs, tout actionnaire peut le faire.

Shareholders filling vacancy

 

(3) The articles of a corporation may provide that a vacancy in the office of auditor shall only be filled by vote of the shareholders.

  

Vacance comblée par les actionnaires

 

(3) Les statuts de la société peuvent prévoir que la vacance ne peut être comblée que par un vote des actionnaires.

Unexpired term

 

(4) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor.

 

R.S., 1985, c. C-44, s. 166; 2001, c. 14, s. 135(E).

  

Mandat non expiré

 

(4) Le vérificateur nommé afin de combler une vacance poursuit jusqu’à son expiration le mandat de son prédécesseur.

 

L.R. (1985), ch. C-44, art. 166; 2001, ch. 14, art. 135(A).

Court appointed auditor

 

167 (1) If a corporation does not have an auditor, the court may, on the application of a shareholder or the Director, appoint and fix the remuneration of an auditor who holds office until an auditor is appointed by the shareholders.

  

Nomination judiciaire

 

167 (1) Le tribunal peut, à la demande d’un actionnaire ou du directeur, nommer un vérificateur à la société qui n’en a pas et fixer sa rémunération; le mandat de ce vérificateur se termine à la nomination de son successeur par les actionnaires.

Exception

 

(2) Subsection (1) does not apply if the shareholders have resolved under section 163 not to appoint an auditor.

 

1974-75-76, c. 33, s. 161; 1978-79, c. 9, s. 1(F).

  

Exception

 

(2) Le paragraphe (1) ne s’applique pas dans le cas prévu à l’article 163.

 

1974-75-76, ch. 33, art. 161; 1978-79, ch. 9, art. 1(F).

Right to attend meeting

 

168 (1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard on matters relating to the auditor’s duties.

  

Droit d’assister à l’assemblée

 

168 (1) Le vérificateur est fondé à recevoir avis de toute assemblée, à y assister aux frais de la société et à y être entendu sur toute question relevant de ses fonctions.

Duty to attend

 

(2) If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to their duties as auditor.

  

Obligation

 

(2) Le vérificateur ou ses prédécesseurs, à qui l’un des administrateurs ou un actionnaire habile ou non à voter donne avis écrit, au moins dix jours à l’avance, de la tenue d’une assemblée, doit assister à cette assemblée aux frais de la société et répondre à toute question relevant de ses fonctions.

Notice to corporation

 

(3) A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation.

  

Avis de la société

 

(3) L’administrateur ou l’actionnaire qui envoie l’avis visé au paragraphe (2) doit en envoyer simultanément copie à la société.

Offence

 

(4) An auditor or former auditor of a corporation who fails without reasonable cause to comply with subsection (2) is guilty of an offence and liable on summary

  

Infraction

 

(4) Le vérificateur ou l’un de ses prédécesseurs qui, sans motif raisonnable, contrevient au paragraphe (2) commet une infraction et encourt, sur déclaration de culpabilité

 

Current to February 11, 2020

  132   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Section 168

  

Article 168

 

conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

  

par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

Statement of auditor

 

(5) An auditor is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution when the auditor

 

(a) resigns;

 

(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the auditor from office;

 

(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor’s term of office has expired or is about to expire; or

 

(d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 163 is to be proposed.

  

Déclaration du vérificateur

 

(5) Le vérificateur qui, selon le cas :

 

a) démissionne;

 

b) est informé, notamment par voie d’avis, de la convocation d’une assemblée en vue de le révoquer;

 

c) est informé, notamment par voie d’avis, de la tenue d’une réunion du conseil d’administration ou d’une assemblée en vue de pourvoir le poste de vérificateur par suite de sa démission, de sa révocation, de l’expiration effective ou prochaine de son mandat;

 

d) est informé, notamment par voie d’avis, de la tenue d’une assemblée où une résolution doit être proposée conformément à l’article 163,

 

est fondé à donner par écrit à la société les motifs de sa démission ou de son opposition aux mesures ou résolutions envisagées.

Other statements

 

(5.1) In the case of a proposed replacement of an auditor, whether through removal or at the end of the auditor’s term, the following rules apply with respect to other statements:

 

(a) the corporation shall make a statement on the reasons for the proposed replacement; and

 

(b) the proposed replacement auditor may make a statement in which he or she comments on the reasons referred to in paragraph (a).

  

Autres déclarations

 

(5.1) Dans le cas où la société se propose de remplacer le vérificateur, pour cause de révocation ou d’expiration de son mandat, elle doit soumettre une déclaration motivée et le nouveau vérificateur a le droit de soumettre une déclaration commentant ces motifs.

Circulating statement

 

(6) The corporation shall send a copy of the statements referred to in subsections (5) and (5.1) without delay to every shareholder entitled to receive notice of a meeting referred to in subsection (1) and to the Director, unless the statement is included in or attached to a management proxy circular required by section 150.

  

Diffusion des motifs

 

(6) La société doit sans délai envoyer, à tout actionnaire qui doit être avisé des assemblées mentionnées au paragraphe (1) et au directeur, copie des déclarations visées aux paragraphes (5) et (5.1), sauf si elles sont incorporées ou jointes à la circulaire de sollicitation de procurations de la direction exigée à l’article 150.

Replacing auditor

 

(7) No person shall accept appointment or consent to be appointed as auditor of a corporation to replace an auditor who has resigned, been removed or whose term of office has expired or is about to expire until the person has

  

Remplaçant

 

(7) Nul ne peut accepter de remplacer le vérificateur qui a démissionné ou a été révoqué ou dont le mandat est expiré ou est sur le point d’expirer, avant d’avoir obtenu, sur demande, qu’il donne par écrit les circonstances et les motifs justifiant, selon lui, son remplacement.

 

Current to February 11, 2020

  133   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 168-170

  

Articles 168-170

 

requested and received from that auditor a written statement of the circumstances and the reasons, in that auditor’s opinion, for their replacement.

  

    

Exception

 

(8) Notwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, the person does not receive a reply.

  

Exception

 

(8) Par dérogation au paragraphe (7), toute personne par ailleurs compétente peut accepter d’être nommée vérificateur si, dans les quinze jours suivant la demande visée à ce paragraphe, elle ne reçoit pas de réponse.

Effect of non-compliance

 

(9) Unless subsection (8) applies, an appointment as auditor of a corporation of a person who has not complied with subsection (7) is void.

 

R.S., 1985, c. C-44, s. 168; 2001, c. 14, ss. 80, 135(E); 2018, c. 8, s. 23.1(F).

  

Effet de l’inobservation

 

(9) Sauf le cas prévu au paragraphe (8), l’inobservation du paragraphe (7) entraîne la nullité de la nomination.

 

L.R. (1985), ch. C-44, art. 168; 2001, ch. 14, art. 80 et 135(A); 2018, ch. 8, art. 23.1(F).

Examination

 

169 (1) An auditor of a corporation shall make the examination that is in their opinion necessary to enable them to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof that relate to the period referred to in subparagraph 155(1)(a)(ii).

  

Examen

 

169 (1) Le vérificateur doit procéder à l’examen qu’il estime nécessaire pour faire rapport, de la manière prescrite, sur les états financiers que la présente loi ordonne de présenter aux actionnaires, à l’exception des états financiers se rapportant à la période visée au sous-alinéa 155(1)a)(ii).

Reliance on other auditor

 

(2) Notwithstanding section 170, an auditor of a corporation may reasonably rely on the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation.

  

Foi au rapport d’un vérificateur

 

(2) Nonobstant l’article 170, le vérificateur d’une société peut, d’une manière raisonnable, se fonder sur le rapport du vérificateur d’une personne morale ou d’une entreprise commerciale dépourvue de personnalité morale, dont les comptes sont entièrement ou partiellement inclus dans les états financiers de la société.

Reasonableness

 

(3) For the purpose of subsection (2), reasonableness is a question of fact.

  

Question de fait

 

(3) Pour l’application du paragraphe (2), le bien-fondé de la décision du vérificateur est une question de fait.

Application

 

(4) Subsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor are in consolidated form.

 

R.S., 1985, c. C-44, s. 169; 2001, c. 14, s. 135(E).

  

Application

 

(4) Le paragraphe (2) s’applique, que les états financiers de la société mère soient consolidés ou non.

 

L.R. (1985), ch. C-44, art. 169; 2001, ch. 14, art. 135(A).

Right to information

 

170 (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall provide any

 

(a) information and explanations, and

  

Droit à l’information

 

170 (1) Les administrateurs, dirigeants, employés ou mandataires de la société, ou leurs prédécesseurs, doivent, à la demande du vérificateur :

 

a) le renseigner;

 

Current to February 11, 2020

  134   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 170-171

  

Articles 170-171

 

(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries

 

that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees, agents or mandataries are reasonably able to provide.

  

b) lui donner accès à tous les registres, documents, livres, comptes et pièces justificatives de la société ou de ses filiales,

 

dans la mesure où il l’estime nécessaire pour agir conformément à l’article 169 et où il est raisonnable pour ces personnes d’accéder à cette demande.

Idem

 

(2) On the demand of the auditor of a corporation, the directors of the corporation shall

 

(a) obtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and

 

(b) furnish the auditor with the information and explanations so obtained.

  

Idem

 

(2) À la demande du vérificateur, les administrateurs d’une société doivent :

 

a) obtenir des administrateurs, dirigeants, employés et mandataires de ses filiales, ou de leurs prédécesseurs, les renseignements et éclaircissements que ces personnes peuvent raisonnablement fournir et que le vérificateur estime nécessaires aux fins de l’examen et du rapport exigés par l’article 169;

 

b) fournir au vérificateur les renseignements et éclaircissements ainsi obtenus.

No civil liability

 

(3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.

 

R.S., 1985, c. C-44, s. 170; 2001, c. 14, ss. 81, 135(E); 2011, c. 21, s. 57(E).

  

Non-responsabilité

 

(3) Nul n’encourt de responsabilité civile pour avoir fait, de bonne foi, une déclaration orale ou écrite au titre des paragraphes (1) ou (2).

 

L.R. (1985), ch. C-44, art. 170; 2001, ch. 14, art. 81 et 135(A); 2011, ch. 21, art. 57(A).

Audit committee

 

171 (1) Subject to subsection (2), a corporation described in subsection 102(2) shall, and any other corporation may, have an audit committee composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates.

  

Comité de vérification

 

171 (1) Sous réserve du paragraphe (2), les sociétés peuvent, et celles visées au paragraphe 102(2) doivent, avoir un comité de vérification composé d’au moins trois administrateurs et dont la majorité n’est pas constituée de dirigeants ou d’employés de la société ou des personnes morales de son groupe.

Exemption

 

(2) The Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit.

  

Dispense

 

(2) Le directeur, s’il est convaincu de ne causer aucun préjudice aux actionnaires, peut, à la demande de la société, la libérer, aux conditions qu’il estime raisonnables, de l’obligation d’avoir un comité de vérification.

Duty of committee

 

(3) An audit committee shall review the financial statements of the corporation before such financial statements are approved under section 158.

  

Fonctions du comité

 

(3) Le comité de vérification doit revoir les états financiers de la société avant leur approbation conformément à l’article 158.

 

Current to February 11, 2020

  135   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 171-172

  

Articles 171-172

 

Auditor’s attendance

 

(4) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.

  

Présence du vérificateur

 

(4) Le vérificateur est fondé à recevoir avis des réunions du comité de vérification, à y assister aux frais de la société et à y être entendu; à la demande de tout membre du comité, il doit, durant son mandat, assister à toute réunion de ce comité.

Calling meeting

 

(5) The auditor of a corporation or a member of the audit committee may call a meeting of the committee.

  

Convocation de la réunion

 

(5) Le comité de vérification peut être convoqué par l’un de ses membres ou par le vérificateur.

Notice of errors

 

(6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.

  

Avis des erreurs

 

(6) Tout administrateur ou dirigeant doit immédiatement aviser le comité de vérification et le vérificateur des erreurs ou renseignements inexacts dont il prend connaissance dans les états financiers ayant fait l’objet d’un rapport de ce dernier ou de l’un de ses prédécesseurs.

Error in financial statements

 

(7) An auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly.

  

Erreur dans les états financiers

 

(7) Le vérificateur ou celui de ses prédécesseurs qui prend connaissance d’une erreur ou d’un renseignement inexact, à son avis important, dans des états financiers sur lequel il a fait rapport, doit en informer chaque administrateur.

Duty of directors

 

(8) When under subsection (7) the auditor or former auditor informs the directors of an error or mis-statement in a financial statement, the directors shall

 

(a) prepare and issue revised financial statements; or

 

(b) otherwise inform the shareholders and, if the corporation is one that is required to comply with section 160, it shall inform the Director of the error or misstatement in the same manner as it informs the shareholders.

  

Obligation des administrateurs

 

(8) Les administrateurs avisés, conformément au paragraphe (7), de l’existence d’erreurs ou de renseignements inexacts dans les états financiers doivent :

 

a) soit dresser et publier des états financiers rectifiés;

 

b) soit en informer par tous moyens les actionnaires et, si la société est tenue de se conformer à l’article 160, en informer de la même manière le directeur.

Offence

 

(9) Every director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

 

R.S., 1985, c. C-44, s. 171; 2001, c. 14, ss. 82, 135(E).

  

Infraction

 

(9) L’administrateur ou dirigeant d’une société qui, sciemment, contrevient aux paragraphes (6) ou (8) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

 

L.R. (1985), ch. C-44, art. 171; 2001, ch. 14, art. 82 et 135(A).

Qualified privilege (defamation)

 

172 Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege.

 

1974-75-76, c. 33, s. 166; 1978-79, c. 9, s. 1(F).

  

Immunité (diffamation)

 

172 Les vérificateurs ou leurs prédécesseurs jouissent d’une immunité relative en ce qui concerne les

 

Current to February 11, 2020

  136   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIV Financial Disclosure

  

PARTIE XIV Présentation de renseignements d’ordre financier

Sections 172-173

  

Articles 172-173

 

  

déclarations orales ou écrites et les rapports qu’ils font en vertu de la présente loi.

 

1974-75-76, ch. 33, art. 166; 1978-79, ch. 9, art. 1(F).

PART XIV.1

 

Disclosure Relating to Diversity

  

PARTIE XIV.1

 

Présentation de renseignements relatifs à la diversité

Diversity in corporations

 

172.1 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management as defined by regulation.

  

Diversité dans les sociétés

 

172.1 (1) À chaque assemblée annuelle, les administrateurs d’une société visée par règlement présentent aux actionnaires les renseignements réglementaires concernant la diversité au sein des administrateurs et au sein des membres de la haute direction au sens des règlements.

Information to shareholders and Director

 

(2) The corporation shall provide the information referred to in subsection (1) to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

  

Envoi au directeur et aux actionnaires

 

(2) La société fournit les renseignements visés au paragraphe (1) à chaque actionnaire, sauf à ceux qui l’ont informée par écrit qu’ils ne souhaitent pas les recevoir, en les envoyant avec l’avis visé au paragraphe 135(1) ou en les mettant à sa disposition avec toute circulaire visée au paragraphe 150(1).

Information to Director

 

(3) The corporation shall concurrently send the information referred to in subsection (1) to the Director.

 

2018, c. 8, s. 24.

  

Envoi au directeur

 

(3) La société envoie simultanément au directeur les renseignements visés au paragraphe (1).

 

2018, ch. 8, art. 24.

PART XV

 

Fundamental Changes

  

PARTIE XV

 

Modifications de structure

Amendment of articles

 

173 (1) Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to

 

(a) change its name;

 

(b) change the province in which its registered office is situated;

 

(c) add, change or remove any restriction on the business or businesses that the corporation may carry on;

 

(d) change any maximum number of shares that the corporation is authorized to issue;

 

(e) create new classes of shares;

  

Modification des statuts

 

173 (1) Sous réserve des articles 176 et 177, les statuts de la société peuvent, par résolution spéciale, être modifiés afin :

 

a) d’en changer la dénomination sociale;

 

b) de transférer le siège social dans une autre province;

 

c) d’ajouter, de modifier ou de supprimer toute restriction quant à ses activités commerciales;

 

d) de modifier le nombre maximal d’actions qu’elle est autorisée à émettre;

 

Current to February 11, 2020

  137   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 173

  

Article 173

 

(f) reduce or increase its stated capital, if its stated capital is set out in the articles;

 

(g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;

 

(h) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

 

(i) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

 

(j) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

 

(k) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;

 

(l) revoke, diminish or enlarge any authority conferred under paragraphs (j) and (k);

 

(m) increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112;

 

(n) add, change or remove restrictions on the issue, transfer or ownership of shares; or

 

(o) add, change or remove any other provision that is permitted by this Act to be set out in the articles.

  

e) de créer de nouvelles catégories d’actions;

 

f) de réduire ou d’augmenter son capital déclaré, si celui-ci figure dans les statuts;

 

g) de modifier la désignation de tout ou partie de ses actions, et d’ajouter, de modifier ou de supprimer tous droits, privilèges, restrictions et conditions, y compris le droit à des dividendes accumulés, concernant tout ou partie de ses actions, émises ou non;

 

h) de modifier le nombre d’actions, émises ou non, d’une catégorie ou d’une série ou de les changer de catégorie ou de série;

 

i) de diviser en séries une catégorie d’actions, émises ou non, en indiquant le nombre d’actions par série, ainsi que les droits, privilèges, restrictions et conditions dont elles sont assorties;

 

j) d’autoriser les administrateurs à diviser en séries une catégorie d’actions non émises, en indiquant le nombre d’actions par série, ainsi que les droits, privilèges, restrictions et conditions dont elles sont assorties;

 

k) d’autoriser les administrateurs à modifier les droits, privilèges, restrictions et conditions dont sont assorties les actions non émises d’une série;

 

l) de révoquer ou de modifier les autorisations conférées en vertu des alinéas j) et k);

 

m) d’augmenter ou de diminuer le nombre fixe, minimal ou maximal d’administrateurs, sous réserve des articles 107 et 112;

 

n) d’apporter, de modifier ou de supprimer des restrictions quant à l’émission, au transfert ou au droit de propriété des actions;

 

o) d’ajouter, de modifier ou de supprimer toute autre disposition que la présente loi autorise à y insérer.

Termination

 

(2) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the shareholders.

  

Annulation

 

(2) Les administrateurs peuvent, si les actionnaires les y autorisent par la résolution spéciale prévue au présent article, annuler la résolution avant qu’il n’y soit donné suite.

Amendment of number name

 

(3) Notwithstanding subsection (1), where a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.

 

R.S., 1985, c. C-44, s. 173; 1994, c. 24, s. 19; 2001, c. 14, ss. 83, 134(F).

  

Modification de la dénomination exprimée en chiffres

 

(3) Nonobstant le paragraphe (1), les administrateurs d’une société ayant une dénomination sociale numérique

 

Current to February 11, 2020

  138   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 173-174

  

Articles 173-174

 

  

peuvent en modifier les statuts pour adopter une dénomination exprimée en lettres.

 

L.R. (1985), ch. C-44, art. 173; 1994, ch. 24, art. 19; 2001, ch. 14, art. 83 et 134(F).

Constraints on shares

 

174 (1) Subject to sections 176 and 177, a distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, may by special resolution amend its articles in accordance with the regulations to constrain

 

(a) the issue or transfer of shares of any class or series to persons who are not resident Canadians;

 

(b) the issue or transfer of shares of any class or series to enable the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province

 

(i) to obtain a licence to carry on any business,

 

(ii) to become a publisher of a Canadian newspaper or periodical, or

 

(iii) to acquire shares of a financial intermediary as defined in the regulations;

 

(c) the issue, transfer or ownership of shares of any class or series in order to assist the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control;

 

(d) the issue, transfer or ownership of shares of any class or series in order to assist the corporation to comply with any prescribed law.

 

(e) the issue, transfer or ownership of shares of any class or series to enable the corporation to be a registered labour-sponsored venture capital corporation under Part X.3 of the Income Tax Act.

  

Restrictions concernant les actions

 

174 (1) Sous réserve des articles 176 et 177, la société ayant fait appel au public dont des actions en circulation sont détenues par plusieurs personnes, peut, en modifiant ses statuts par résolution spéciale, imposer, conformément aux règlements, des restrictions :

 

a) quant à l’émission ou au transfert des actions de n’importe quelle catégorie ou série au profit de non-résidents canadiens;

 

b) quant à l’émission ou au transfert des actions de n’importe quelle catégorie ou série en vue de rendre la société ou les personnes morales faisant partie de son groupe ou ayant des liens avec elle, mieux à même de remplir les conditions prévues par une loi fédérale ou provinciale prescrite :

 

(i) pour obtenir un permis en vue d’exercer toute activité commerciale,

 

(ii) pour publier un journal ou un périodique canadien,

 

(iii) pour acquérir les actions d’un intermédiaire financier au sens de ces règlements;

 

c) quant à l’émission, au transfert ou au droit de propriété des actions de n’importe quelle catégorie ou série en vue de rendre la société ou les personnes morales faisant partie de son groupe ou ayant des liens avec elle, mieux à même de remplir les conditions de participation ou de contrôle canadiens auxquelles est subordonné, sous le régime des lois fédérales ou provinciales prescrites, le droit de recevoir certains avantages, notamment des licences, permis, subventions et paiements;

 

d) quant à l’émission, au transfert ou à la propriété des actions de n’importe quelle catégorie ou série en vue de rendre la société mieux à même de se conformer aux lois prescrites.

 

e) quant à l’émission, au transfert ou à la propriété des actions de n’importe quelle catégorie ou série en vue de permettre à la société d’être une société agréée à capital de risque de travailleurs en vertu de la partie X.3 de la Loi de l’impôt sur le revenu.

 

Current to February 11, 2020

  139   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 174

  

Article 174

 

Exception in respect of paragraph (1)(c)

 

(2) Paragraph (1)(c) does not permit a constraint on the issue, transfer or ownership of shares of any class or series of which any shares are outstanding unless

 

(a) in the case of a constraint in respect of a class, the shares of the class, or

 

(b) in the case of a constraint in respect of a series, the shares of the series

 

are already subject to a constraint permitted under that paragraph.

  

Exception à l’al. (1)c)

 

(2) L’alinéa (1)c) n’autorise les restrictions à l’émission, au transfert ou au droit de propriété d’actions en circulation d’une catégorie ou série que si font déjà l’objet de restrictions autorisées à cet alinéa :

 

a) soit les actions d’une catégorie dans le cas où ces restrictions s’appliquent à celle-ci;

 

b) soit les actions d’une série dans le cas où ces restrictions s’appliquent à celle-ci.

Limitation on ownership of shares

 

(3) A corporation may, pursuant to paragraph (1)(c), limit the number of shares of that corporation that may be owned, or prohibit the ownership of shares, by any person whose ownership would adversely affect the ability of the corporation or any of its affiliates or associates to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in paragraph (1)(c).

  

Limitation du nombre d’actions

 

(3) La société peut, en vertu de l’alinéa (1)c), limiter le nombre d’actions qui peuvent appartenir à une personne ou interdire à celle-ci le droit de propriété d’actions si le droit de propriété compromet la possibilité pour la société ou les personnes morales faisant partie de son groupe ou ayant des liens avec elle, de remplir les conditions de participation ou de contrôle canadiens qui sont précisées à ses statuts et qui sont aussi exigeantes que celles qui sont visées à l’alinéa (1)c).

Change or removal of constraint

 

(4) A corporation referred to in subsection (1) may by special resolution amend its articles to change or remove any constraint on the issue, transfer or ownership of its shares.

  

Suppression ou modification des restrictions

 

(4) La société visée au paragraphe (1) peut, en modifiant ses statuts par résolution spéciale, modifier ou supprimer les restrictions applicables à l’émission, au transfert ou au droit de propriété de ses actions.

Termination

 

(5) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under subsection (1) or (4), revoke the resolution before it is acted on without further approval of the shareholders.

  

Annulation

 

(5) Les administrateurs peuvent, si les actionnaires les y autorisent dans la résolution spéciale prévue aux paragraphes (1) ou (4), annuler la résolution avant qu’il y soit donné suite.

Regulations

 

(6) Subject to subsections 261(2) and (3), the Governor in Council may make regulations with respect to a corporation that constrains the issue, transfer or ownership of its shares prescribing

 

(a) the disclosure required of the constraints in documents issued or published by the corporation;

 

(b) the duties and powers of the directors to refuse to issue or register transfers of shares in accordance with the articles of the corporation;

 

(c) the limitations on voting rights of any shares held contrary to the articles of the corporation;

  

Règlements

 

(6) Sous réserve des paragraphes 261(2) et (3), le gouverneur en conseil peut, au cas où l’émission, le transfert ou le droit de propriété des actions d’une société fait l’objet de restrictions, prescrire :

 

a) les modalités relatives à la divulgation obligatoire de ces restrictions dans les documents présentés ou publiés par la société;

 

b) l’obligation et le pouvoir des administrateurs de refuser l’émission d’actions ou l’inscription de transferts en conformité avec les statuts de la société;

 

c) les limites du droit de vote dont sont assorties les actions détenues en contravention des statuts de la société;

 

Current to February 11, 2020

  140   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 174-176

  

Articles 174-176

 

(d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and

 

(e) the rights of any person owning shares of the corporation at the time of an amendment to its articles constraining share issues or transfers.

  

d) le pouvoir des administrateurs d’exiger la divulgation relative à la propriété effective des actions, ainsi que le droit de la société, de ses administrateurs, employés ou mandataires d’y ajouter foi et les conséquences qui en découlent;

 

e) les droits des propriétaires d’actions de la société au moment de la modification des statuts aux fins de restreindre l’émission ou le transfert des actions.

Validity of acts

 

(7) An issue or a transfer of a share or an act of a corporation is valid notwithstanding any failure to comply with this section or the regulations.

 

R.S., 1985, c. C-44, s. 174; 1991, c. 45, s. 554, c. 47, s. 722; 1994, c. 21, s. 125; 2001, c. 14, ss. 84, 134(F); 2011, c. 21, s. 58(E).

  

Validité des actes

 

(7) L’émission ou le transfert d’actions ainsi que les actes d’une société sont valides nonobstant l’inobservation du présent article ou des règlements.

 

L.R. (1985), ch. C-44, art. 174; 1991, ch. 45, art. 554, ch. 47, art. 722; 1994, ch. 21, art. 125; 2001, ch. 14, art. 84 et 134(F); 2011, ch. 21, art. 58(A).

Proposal to amend

 

175 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to amend the articles.

  

Proposition de modification

 

175 (1) Sous réserve du paragraphe (2), tout administrateur ou tout actionnaire ayant le droit de voter à une assemblée annuelle peut, conformément à l’article 137, présenter une proposition de modification des statuts.

Notice of amendment

 

(2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment.

 

R.S., 1985, c. C-44, s. 175; 2001, c. 14, s. 135(E).

  

Avis de modification

 

(2) La proposition de modification doit figurer dans l’avis de convocation de l’assemblée où elle sera examinée; elle précise, s’il y a lieu, que les actionnaires dissidents ont le droit de se faire verser la juste valeur de leurs actions conformément à l’article 190; cependant, le défaut de cette précision ne rend pas nulle la modification.

 

L.R. (1985), ch. C-44, art. 175; 2001, ch. 14, art. 135(A).

Class vote

 

176 (1) The holders of shares of a class or, subject to subsection (4), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled to vote separately as a class or series on a proposal to amend the articles to

 

(a) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;

 

(b) effect an exchange, reclassification or cancellation of all or part of the shares of such class;

 

(c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class and, without limiting the generality of the foregoing,

  

Vote par catégorie

 

176 (1) Sauf disposition contraire des statuts relative aux modifications visées aux alinéas a), b) et e), les détenteurs d’actions d’une catégorie ou, sous réserve du paragraphe (4), d’une série, sont fondés à voter séparément sur les propositions de modification des statuts tendant à :

 

a) changer le nombre maximal autorisé d’actions de ladite catégorie ou à augmenter le nombre maximal d’actions autorisées d’une autre catégorie conférant des droits ou des privilèges égaux ou supérieurs;

 

b) faire échanger, reclasser ou annuler tout ou partie des actions de cette catégorie;

 

c) étendre, modifier ou supprimer les droits, privilèges, restrictions ou conditions dont sont assorties les actions de ladite catégorie, notamment :

 

Current to February 11, 2020

  141   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 176

  

Article 176

 

(i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,

 

(ii) add, remove or change prejudicially redemption rights,

 

(iii) reduce or remove a dividend preference or a liquidation preference, or

 

(iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions;

 

(d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of such class;

 

(e) create a new class of shares equal or superior to the shares of such class;

 

(f) make any class of shares having rights or privileges inferior to the shares of such class equal or superior to the shares of such class;

 

(g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class; or

 

(h) constrain the issue, transfer or ownership of the shares of such class or change or remove such constraint.

  

(i) en supprimant ou modifiant, de manière préjudiciable, le droit aux dividendes accumulés ou cumulatifs,

 

(ii) en étendant, supprimant ou modifiant, de manière préjudiciable, les droits de rachat,

 

(iii) en réduisant ou supprimant une préférence en matière de dividende ou de liquidation,

 

(iv) en étendant, supprimant ou modifiant, de manière préjudiciable, les privilèges de conversion, options, droits de vote, de transfert, de préemption ou d’acquisition de valeurs mobilières ou des dispositions en matière des fonds d’amortissement;

 

d) accroître les droits ou privilèges des actions d’une autre catégorie, conférant des droits ou des privilèges égaux ou supérieurs à ceux de ladite catégorie;

 

e) créer une nouvelle catégorie d’actions égales ou supérieures à celles de ladite catégorie;

 

f) rendre égales ou supérieures aux actions de ladite catégorie, les actions d’une catégorie conférant des droits ou des privilèges inférieurs;

 

g) faire échanger tout ou partie des actions d’une autre catégorie contre celles de ladite catégorie ou créer un droit à cette fin;

 

h) soit apporter des restrictions à l’émission, au transfert ou au droit de propriété des actions de ladite catégorie soit modifier ou supprimer ces restrictions.

Exception

 

(2) Subsection (1) does not apply in respect of a proposal to amend the articles to add a right or privilege for a holder to convert shares of a class or series into shares of another class or series that is subject to a constraint permitted under paragraph 174(1)(c) but is otherwise equal to the class or series first mentioned.

  

Exception

 

(2) Le paragraphe (1) ne s’applique pas aux propositions de modification de statuts tendant à accorder au détenteur le droit ou le privilège supplémentaire de convertir les actions d’une catégorie ou série en actions d’une autre catégorie ou série qui, sauf qu’elle est assujettie à des restrictions autorisées à l’alinéa 174(1)c), est égale à la première catégorie ou série.

Deeming provision

 

(3) For the purpose of paragraph (1)(e), a new class of shares, the issue, transfer or ownership of which is to be constrained by an amendment to the articles pursuant to paragraph 174(1)(c), that is otherwise equal to an existing class of shares shall be deemed not to be equal or superior to the existing class of shares.

  

Présomption

 

(3) En cas de modification des statuts dans le cadre de l’alinéa 174(1)c) en vue de la création d’une nouvelle catégorie d’actions dont l’émission, le transfert ou le droit de propriété font l’objet de restrictions et qui sont par ailleurs égales aux actions d’une ancienne catégorie, les actions de la nouvelle catégorie sont réputées, pour l’application de l’alinéa (1)e), être ni égales ni supérieures à celles de l’ancienne catégorie.

 

Current to February 11, 2020

  142   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 176-179

  

Articles 176-179

 

Limitation

 

(4) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if such series is affected by an amendment in a manner different from other shares of the same class.

  

Limitation

 

(4) Les détenteurs d’actions d’une série ne sont fondés à voter séparément, comme prévu au paragraphe (1), que sur les modifications visant la série et non l’ensemble de la catégorie.

Right to vote

 

(5) Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.

  

Droit de vote

 

(5) Le paragraphe (1) s’applique même si les actions d’une catégorie ou d’une série ne confèrent aucun droit de vote par ailleurs.

Separate resolutions

 

(6) A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved such amendment by a special resolution.

 

R.S., 1985, c. C-44, s. 176; 2001, c. 14, s. 134(F).

  

Résolutions distinctes

 

(6) L’adoption de toute proposition visée au paragraphe (1) est subordonnée à son approbation par voie de résolution spéciale votée séparément par les actionnaires de chaque catégorie ou série intéressée.

 

L.R. (1985), ch. C-44, art. 176; 2001, ch. 14, art. 134(F).

Delivery of articles

 

177 (1) Subject to any revocation under subsection 173(2) or 174(5), after an amendment has been adopted under section 173, 174 or 176 articles of amendment in the form that the Director fixes shall be sent to the Director.

  

Remise des statuts

 

177 (1) Sous réserve de l’annulation conformément aux paragraphes 173(2) ou 174(5), après une modification adoptée en vertu des articles 173, 174 ou 176, les clauses modificatrices des statuts sont envoyées au directeur en la forme établie par lui.

Reduction of stated capital

 

(2) If an amendment effects or requires a reduction of stated capital, subsections 38(3) and (4) apply.

 

R.S., 1985, c. C-44, s. 177; 2001, c. 14, s. 85.

  

Réduction du capital déclaré

 

(2) En cas de modification donnant lieu à une réduction du capital déclaré, les paragraphes 38(3) et (4) s’appliquent.

 

L.R. (1985), ch. C-44, art. 177; 2001, ch. 14, art. 85.

Certificate of amendment

 

178 On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 262.

 

1974-75-76, c. 33, s. 172; 1978-79, c. 9, s. 1(F).

  

Certificat de modification

 

178 Sur réception des clauses modificatrices, le directeur délivre un certificat de modification en conformité avec l’article 262.

 

1974-75-76, ch. 33, art. 172; 1978-79, ch. 9, art. 1(F).

Effect of certificate

 

179 (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

  

Effet du certificat

 

179 (1) La modification prend effet à la date figurant sur le certificat de modification et les statuts sont modifiés en conséquence.

Rights preserved

 

(2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.

 

1974-75-76, c. 33, s. 173; 1978-79, c. 9, s. 1(F).

  

Maintien des droits

 

(2) Nulle modification ne porte atteinte aux causes d’actions déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants, ni aux poursuites civiles, pénales ou administratives auxquelles ils sont parties.

 

1974-75-76, ch. 33, art. 173; 1978-79, ch. 9, art. 1(F).

 

Current to February 11, 2020

  143   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 180-182

  

Articles 180-182

 

Restated articles

 

180 (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation.

  

Mise à jour des statuts

 

180 (1) Les administrateurs peuvent, et doivent si le directeur a de bonnes raisons de le leur ordonner, mettre à jour les statuts constitutifs.

Delivery of articles

 

(2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.

  

Envoi des statuts

 

(2) Les statuts mis à jour sont envoyés au directeur en la forme établie par lui.

Restated certificate

 

(3) On receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 262.

  

Certificat

 

(3) Sur réception des statuts mis à jour, le directeur délivre un certificat de constitution à jour en conformité avec l’article 262.

Effect of certificate

 

(4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments thereto.

 

R.S., 1985, c. C-44, s. 180; 2001, c. 14, s. 86.

  

Effet du certificat

 

(4) Les statuts mis à jour prennent effet à la date figurant sur le certificat.

 

L.R. (1985), ch. C-44, art. 180; 2001, ch. 14, art. 86.

Amalgamation

 

181 Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation.

 

1974-75-76, c. 33, s. 175; 1978-79, c. 9, s. 1(F).

  

Fusion

 

181 Plusieurs sociétés, y compris une société mère et ses filiales, peuvent fusionner en une seule et même société.

 

1974-75-76, ch. 33, art. 175; 1978-79, ch. 9, art. 1(F).

Amalgamation agreement

 

182 (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

 

(a) the provisions that are required to be included in articles of incorporation under section 6;

 

(b) the name and address of each proposed director of the amalgamated corporation;

 

(c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation;

 

(d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of such shares are to receive in addition to or instead of securities of the amalgamated corporation;

 

(e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation;

  

Convention de fusion

 

182 (1) Les sociétés qui se proposent de fusionner doivent conclure une convention qui énonce les modalités de la fusion et notamment :

 

a) les dispositions dont l’article 6 exige l’insertion dans les statuts constitutifs;

 

b) les nom et adresse des futurs administrateurs de la société issue de la fusion;

 

c) les modalités d’échange des actions de chaque société contre les actions ou autres valeurs mobilières de la société issue de la fusion;

 

d) au cas où des actions de l’une de ces sociétés ne doivent pas être échangées contre des valeurs mobilières de la société issue de la fusion, la somme en numéraire ou les valeurs mobilières de toute autre personne morale que les détenteurs de ces actions doivent recevoir en plus ou à la place des valeurs mobilières de la société issue de la fusion;

 

e) le mode du paiement en numéraire remplaçant l’émission de fractions d’actions de la société issue de la fusion ou de toute autre personne morale dont les

 

Current to February 11, 2020

  144   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 182-183

  

Articles 182-183

 

(f) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and

 

(g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.

  

valeurs mobilières doivent être données en échange à l’occasion de la fusion;

 

f) les règlements administratifs envisagés pour la société issue de la fusion qui peuvent être ceux de l’une des sociétés fusionnantes;

 

g) les détails des dispositions nécessaires pour parfaire la fusion et pour assurer la gestion et l’exploitation de la société issue de la fusion.

Cancellation

 

(2) If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of such shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares of the amalgamated corporation.

 

1974-75-76, c. 33, s. 176; 1978-79, c. 9, s. 1(F).

  

Annulation

 

(2) La convention de fusion doit prévoir, au moment de la fusion, l’annulation, sans remboursement du capital qu’elles représentent, des actions de l’une des sociétés fusionnantes, détenues par une autre de ces sociétés ou pour son compte, mais ne peut prévoir l’échange de ces actions contre celles de la société issue de la fusion.

 

1974-75-76, ch. 33, art. 176; 1978-79, ch. 9, art. 1(F).

Shareholder approval

 

183 (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of such shares.

  

Approbation des actionnaires

 

183 (1) Les administrateurs de chacune des sociétés fusionnantes doivent respectivement soumettre la convention de fusion, pour approbation, à l’assemblée des actionnaires et, sous réserve du paragraphe (4), aux actionnaires de chaque catégorie ou de chaque série.

Notice of meeting

 

(2) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall

 

(a) include or be accompanied by a copy or summary of the amalgamation agreement; and

 

(b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation.

  

Avis de l’assemblée

 

(2) Doit être envoyé, conformément à l’article 135, aux actionnaires de chaque société fusionnante un avis de l’assemblée :

 

a) assorti d’un exemplaire ou d’un résumé de la convention de fusion;

 

b) précisant le droit des actionnaires dissidents de se faire verser la juste valeur de leurs actions conformément à l’article 190, le défaut de cette mention ne rendant pas nulle la fusion.

Right to vote

 

(3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

  

Validité de la fusion

 

(3) Chaque action des sociétés fusionnantes, assortie ou non du droit de vote, comporte un droit de vote quant à la convention de fusion.

Class vote

 

(4) The holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to

  

Vote par catégorie

 

(4) Les détenteurs d’actions d’une catégorie ou d’une série de chaque société fusionnante sont habiles à voter séparément au sujet de la convention de fusion si celle-ci contient une clause qui, dans une proposition de

 

Current to February 11, 2020

  145   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 183-184

  

Articles 183-184

 

the articles, would entitle such holders to vote as a class or series under section 176.

  

modification des statuts, leur aurait conféré ce droit en vertu de l’article 176.

Shareholder approval

 

(5) Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolutions.

  

Approbation des actionnaires

 

(5) Sous réserve du paragraphe (4), l’adoption de la convention de fusion intervient lors de son approbation par résolution spéciale des actionnaires de chaque société fusionnante.

Termination

 

(6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations.

 

R.S., 1985, c. C-44, s. 183; 2001, c. 14, ss. 87, 135(E).

  

Résiliation

 

(6) Les administrateurs de l’une des sociétés fusionnantes peuvent résilier la convention de fusion, si elle prévoit une disposition à cet effet, avant la délivrance du certificat de fusion, malgré son approbation par les actionnaires de toutes ou de certaines sociétés fusionnantes.

 

L.R. (1985), ch. C-44, art. 183; 2001, ch. 14, art. 87 et 135(A).

Vertical short-form amalgamation

 

184 (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 182 and 183 if

 

(a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation;

 

(a.1) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and

 

(b) the resolutions provide that

 

(i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof,

 

(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and

 

(iii) no securities shall be issued by the amalgamated corporation in connection with the amalgamation and the stated capital of the amalgamated corporation shall be the same as the stated capital of the amalgamating holding corporation.

  

Fusion verticale simplifiée

 

184 (1) La société mère et les sociétés qui sont ses filiales peuvent fusionner en une seule et même société sans se conformer aux articles 182 et 183 lorsque les conditions suivantes sont réunies :

 

a) leurs administrateurs respectifs approuvent la fusion par voie de résolution;

 

a.1) toutes les actions émises de chacune des filiales sont détenues par une ou plusieurs des sociétés fusionnantes;

 

b) ces résolutions prévoient à la fois que :

 

(i) les actions des filiales seront annulées sans remboursement de capital,

 

(ii) sous réserve des dispositions réglementaires, les statuts de fusion seront les mêmes que les statuts de la société mère,

 

(iii) la société issue de la fusion n’émettra aucune valeur mobilière à cette occasion et son capital déclaré sera égal à celui de la société mère.

Horizontal short-form amalgamation

 

(2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 182 and 183 if

 

(a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and

  

Fusion horizontale simplifiée

 

(2) Plusieurs filiales dont est entièrement propriétaire la même personne morale peuvent fusionner en une seule et même société sans se conformer aux articles 182 et 183 lorsque les conditions suivantes sont réunies :

 

a) leurs administrateurs respectifs approuvent la fusion par voie de résolution;

 

Current to February 11, 2020

  146   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 184-185

  

Articles 184-185

 

(b) the resolutions provide that

 

(i) the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof,

 

(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, and

 

(iii) the stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled.

 

R.S., 1985, c. C-44, s. 184; 1994, c. 24, s. 20; 2001, c. 14, s. 88.

  

b) ces résolutions prévoient à la fois que :

 

(i) les actions de toutes les filiales, sauf celles de l’une d’entre elles, seront annulées sans remboursement de capital,

 

(ii) sous réserve des dispositions réglementaires, les statuts de fusion seront les mêmes que les statuts de la filiale dont les actions ne sont pas annulées,

 

(iii) le capital déclaré de toutes les filiales fusionnées sera ajouté à celui de la société dont les actions ne sont pas annulées.

 

L.R. (1985), ch. C-44, art. 184; 1994, ch. 24, art. 20; 2001, ch. 14, art. 88.

Sending of articles

 

185 (1) Subject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.

  

Remise des statuts

 

185 (1) Sous réserve du paragraphe 183(6), les statuts de la société issue de la fusion, en la forme établie par le directeur, doivent, après l’approbation de la fusion en vertu des articles 183 ou 184, être envoyés au directeur avec tous les documents exigés aux articles 19 et 106.

Attached declarations

 

(2) The articles of amalgamation shall have attached thereto a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that

 

(a) there are reasonable grounds for believing that

 

(i) each amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, and

 

(ii) the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes; and

 

(b) there are reasonable grounds for believing that

 

(i) no creditor will be prejudiced by the amalgamation, or

 

(ii) adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

  

Déclarations annexées

 

(2) Les statuts de la société issue de la fusion doivent comporter en annexe une déclaration solennelle de l’un des administrateurs ou dirigeants de chaque société établissant, à la satisfaction du directeur, l’existence de motifs raisonnables de croire à la fois :

 

a) que :

 

(i) d’une part, chaque société fusionnante peut et la société issue de la fusion pourra acquitter son passif à échéance,

 

(ii) d’autre part, la valeur de réalisation de l’actif de la société issue de la fusion ne sera pas inférieure au total de son passif et de son capital déclaré;

 

b) que :

 

(i) ou bien la fusion ne portera préjudice à aucun créancier,

 

(ii) ou bien les créanciers connus des sociétés fusionnantes, ayant reçu un avis adéquat, ne s’opposent pas à la fusion, si ce n’est pour des motifs futiles ou vexatoires.

Adequate notice

 

(3) For the purposes of subsection (2), adequate notice is given if

  

Avis adéquat

 

(3) Pour l’application du paragraphe (2), pour être adéquat l’avis doit à la fois :

 

Current to February 11, 2020

  147   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 185-186

  

Articles 185-186

 

(a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds one thousand dollars;

 

(b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice thereof is given in each province where the corporation carries on business; and

 

(c) each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within thirty days from the date of the notice.

  

a) être écrit et envoyé à chaque créancier connu dont la créance est supérieure à mille dollars;

 

b) être inséré une fois dans un journal publié ou diffusé au lieu du siège social et recevoir une publicité suffisante dans chaque province où la société exerce ses activités commerciales;

 

c) indiquer l’intention de la société de fusionner, en conformité avec la présente loi, avec les sociétés qu’il mentionne et le droit des créanciers de cette société de s’opposer à la fusion dans les trente jours de la date de l’avis.

Certificate of amalgamation

 

(4) On receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 262.

 

R.S., 1985, c. C-44, s. 185; 2001, c. 14, s. 89.

  

Certificat de fusion

 

(4) Sur réception des statuts de fusion, le directeur délivre un certificat de fusion en conformité avec l’article 262.

 

L.R. (1985), ch. C-44, art. 185; 2001, ch. 14, art. 89.

Effect of certificate

 

186 On the date shown in a certificate of amalgamation

 

(a) the amalgamation of the amalgamating corporations and their continuance as one corporation become effective;

 

(b) the property of each amalgamating corporation continues to be the property of the amalgamated corporation;

 

(c) the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation;

 

(d) an existing cause of action, claim or liability to prosecution is unaffected;

 

(e) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against the amalgamated corporation;

 

(f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; and

 

(g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation.

 

1974-75-76, c. 33, s. 180; 1978-79, c. 9, s. 1(F).

  

Effet du certificat

 

186 À la date figurant sur le certificat de fusion :

 

a) la fusion des sociétés en une seule et même société prend effet;

 

b) les biens de chaque société appartiennent à la société issue de la fusion;

 

c) la société issue de la fusion est responsable des obligations de chaque société;

 

d) aucune atteinte n’est portée aux causes d’actions déjà nées;

 

e) la société issue de la fusion remplace toute société fusionnante dans les poursuites civiles, pénales ou administratives engagées par ou contre celle-ci;

 

f) toute décision, judiciaire ou quasi-judiciaire, rendue en faveur d’une société fusionnante ou contre elle est exécutoire à l’égard de la société issue de la fusion;

 

g) les statuts de fusion et le certificat de fusion sont réputés être les statuts constitutifs et le certificat de constitution de la société issue de la fusion.

 

1974-75-76, ch. 33, art. 180; 1978-79, ch. 9, art. 1(F).

 

Current to February 11, 2020

  148   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 186.1-187

  

Articles 186.1-187

Amalgamation under other federal Acts

 

186.1 (1) Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the shareholders in accordance with section 183.

  

Fusion : société et autres personnes morales

 

186.1 (1) Sous réserve du paragraphe (2), une société ne peut fusionner avec une ou plusieurs autres personnes morales en vertu de la Loi sur les banques, de la Loi canadienne sur les coopératives, de la Loi sur les associations coopératives de crédit, de la Loi sur les sociétés d’assurances ou de la Loi sur les sociétés de fiducie et de prêt que si elle y est préalablement autorisée par ses actionnaires en conformité avec l’article 183.

Short-form amalgamations

 

(2) A corporation may not amalgamate with one or more bodies corporate pursuant to the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 184.

  

Fusion simplifiée

 

(2) Une société ne peut fusionner avec une ou plusieurs personnes morales en vertu d’une loi mentionnée au paragraphe (1) selon la procédure simplifiée prévue à cette loi que si elle y est préalablement autorisée par ses administrateurs en conformité avec l’article 184.

Discontinuance

 

(3) On receipt of a notice satisfactory to the Director that a corporation has amalgamated pursuant to one of the Acts referred to in subsection (1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.

  

Changement de régime

 

(3) Le directeur enregistre, dès réception, tout avis attestant, à sa satisfaction, que la société a fusionné en vertu d’une loi mentionnée au paragraphe (1) et délivre un certificat de changement de régime en conformité avec l’article 262.

Notice deemed to be articles

 

(4) For the purposes of section 262, a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes.

  

Assimilation

 

(4) Pour l’application de l’article 262, l’avis prévu au paragraphe (3) est réputé être des statuts en la forme établie par le directeur.

Act ceases to apply

 

(5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

  

Cessation d’effet

 

(5) La présente loi cesse de s’appliquer à la société à la date figurant sur le certificat de changement de régime.

Non-application

 

(6) For greater certainty, section 185 does not apply to a corporation that amalgamates pursuant to one of the Acts referred to in subsection (1).

 

1994, c. 24, s. 21; 1998, c. 1, s. 380; 2001, c. 14, s. 90.

  

Non-application

 

(6) Il demeure entendu que l’article 185 ne s’applique pas à la société qui fusionne en vertu d’une loi mentionnée au paragraphe (1).

 

1994, ch. 24, art. 21; 1998, ch. 1, art. 380; 2001, ch. 14, art. 90.

Continuance (import)

 

187 (1) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Director for a certificate of continuance.

  

Prorogation (importation)

 

187 (1) La personne morale constituée autrement qu’en vertu d’une loi fédérale peut, si la loi sous le régime de laquelle elle est constituée le permet, demander au directeur de lui délivrer un certificat de prorogation.

Amendments in articles of continuance

 

(2) A body corporate that applies for continuance under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to its Act of incorporation, articles, letters patent or memorandum or articles of association if the amendment is an

  

Modifications effectuées par les clauses de prorogation

 

(2) La personne morale qui demande sa prorogation conformément au paragraphe (1) peut, par ses clauses de prorogation et sans autre précision, modifier son acte constitutif, ses statuts, ses lettres patentes ou son mémoire de conventions, pourvu qu’il s’agisse de

 

Current to February 11, 2020

  149   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 187

  

Article 187

 

amendment a corporation incorporated under this Act may make to its articles.

  

modifications qu’une société constituée en vertu de la présente loi peut apporter à ses statuts.

Articles of continuance

 

(3) Articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.

  

Clauses

 

(3) Les clauses de prorogation doivent être envoyées au directeur, en la forme établie par lui, avec les documents exigés aux articles 19 et 106.

Certificate of continuance

 

(4) On receipt of articles of continuance, the Director shall issue a certificate of continuance in accordance with section 262.

  

Certificat

 

(4) Sur réception des clauses de prorogation, le directeur doit délivrer un certificat de prorogation en conformité avec l’article 262.

Effect of certificate

 

(5) On the date shown in the certificate of continuance

 

(a) the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act;

 

(b) the articles of continuance are deemed to be the articles of incorporation of the continued corporation; and

 

(c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation.

  

Effet du certificat

 

(5) À la date figurant sur le certificat de prorogation :

 

a) la présente loi s’applique à la personne morale comme si elle avait été constituée en vertu de celle-ci;

 

b) les clauses de prorogation sont réputées être les statuts constitutifs de la société prorogée;

 

c) le certificat de prorogation est réputé constituer le certificat de constitution de la société prorogée.

Copy of certificate

 

(6) The Director shall forthwith send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized.

  

Exemplaire du certificat

 

(6) Le directeur doit immédiatement envoyer un exemplaire du certificat de prorogation au fonctionnaire ou à l’administration compétents du ressort où la prorogation sous le régime de la présente loi a été autorisée.

Rights preserved

 

(7) When a body corporate is continued as a corporation under this Act,

 

(a) the property of the body corporate continues to be the property of the corporation;

 

(b) the corporation continues to be liable for the obligations of the body corporate;

 

(c) an existing cause of action, claim or liability to prosecution is unaffected;

 

(d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the corporation; and

  

Maintien des droits

 

(7) En cas de prorogation d’une personne morale sous forme de société régie par la présente loi :

 

a) la société est propriétaire des biens de cette personne morale;

 

b) la société est responsable des obligations de cette personne morale;

 

c) aucune atteinte n’est portée aux causes d’actions déjà nées;

 

d) la société remplace la personne morale dans les poursuites civiles, pénales ou administratives engagées par ou contre celle-ci;

 

e) toute décision judiciaire ou quasi-judiciaire rendue en faveur de la personne morale ou contre elle est exécutoire à l’égard de la société.

 

Current to February 11, 2020

  150   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 187

  

Article 187

 

(e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation.

  

Issued shares

 

(8) Subject to subsections (9) and 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share. Continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.

  

Actions déjà émises

 

(8) Sous réserve des paragraphes (9) et 49(8), les actions émises avant la prorogation d’une personne morale sous forme de société régie par la présente loi sont réputées l’avoir été en conformité avec la présente loi et avec les clauses de prorogation, qu’elles aient été ou non entièrement libérées et indépendamment de leur désignation et des droits, privilèges, restrictions ou conditions mentionnés dans les certificats représentant ces actions; la prorogation, en vertu du présent article, n’entraîne pas la suppression des droits, privilèges et obligations découlant des actions déjà émises.

Convertible shares

 

(9) If a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation shall not, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.

  

Actions convertibles

 

(9) La société qui, avant sa prorogation sous le régime de la présente loi, avait émis des certificats d’actions nominatifs mais convertibles au porteur ne peut pas émettre, au profit des titulaires qui exercent leur privilège, des certificats au porteur.

Definition of share

 

(10) For the purposes of subsections (8) and (9), share includes an instrument referred to in subsection 29(1), a share warrant as defined in the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or a like instrument.

  

Définition de action

 

(10) Pour l’application des paragraphes (8) et (9), action s’entend, entre autres, du titre visé au paragraphe 29(1), d’une option d’achat d’actions au sens donné à titre au porteur dans la Loi sur les corporations canadiennes, chapitre C-32 des Statuts revisés du Canada de 1970, ou de tout titre analogue.

Where continued reference to par value shares permissible

 

(11) Where the Director determines, on the application of a body corporate, that it is not practicable to change a reference to the nominal or par value of shares of a class or series that the body corporate was authorized to issue before it was continued under this Act, the Director may, notwithstanding subsection 24(1), permit the body corporate to continue to refer in its articles to those shares, whether issued or unissued, as shares having a nominal or par value.

  

Autorisation des mentions relatives à la valeur nominale ou au pair

 

(11) Au cas où le directeur, saisi par une personne morale, décide qu’il est pratiquement impossible de supprimer la référence aux actions à valeur nominale ou au pair d’une catégorie ou d’une série que celle-ci était autorisée à émettre avant sa prorogation en vertu de la présente loi, il peut, par dérogation au paragraphe 24(1), l’autoriser à maintenir, dans ses statuts, la désignation de ces actions, même non encore émises, comme actions à valeur nominale ou au pair.

Limitation

 

(12) A corporation shall set out in its articles the maximum number of shares of a class or series referred to in subsection (11) and may not amend its articles to increase that maximum number of shares or to change the nominal or par value of those shares.

 

R.S., 1985, c. C-44, s. 187; 2001, c. 14, ss. 91, 135(E); 2018, c. 8, s. 25.

  

Restriction

 

(12) La société doit énoncer dans ses statuts le nombre maximal des actions d’une série ou catégorie visées au paragraphe (11) et elle ne peut modifier ses statuts en vue d’augmenter ce nombre ni changer la valeur nominale ou au pair de ces actions.

 

L.R. (1985), ch. C-44, art. 187; 2001, ch. 14, art. 91 et 135(A); 2018, ch. 8, art. 25.

 

Current to February 11, 2020

  151   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 188

  

Article 188

 

Continuance — other jurisdictions

 

188 (1) Subject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction if the corporation

 

(a) is authorized by the shareholders in accordance with this section to make the application; and

 

(b) establishes to the satisfaction of the Director that its proposed continuance in the other jurisdiction will not adversely affect creditors or shareholders of the corporation.

  

Prorogation (exportation)

 

188 (1) Sous réserve du paragraphe (10), la société qui y est autorisée par ses actionnaires conformément au présent article et qui convainc le directeur que ni ses créanciers ni ses actionnaires n’en subiront de préjudice peut demander au fonctionnaire ou à l’administration compétents relevant d’une autre autorité législative de la proroger sous le régime de celle-ci.

Continuance — other federal Acts

 

(2) A corporation that is authorized by the shareholders in accordance with this section may apply to the appropriate Minister for its continuance under the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.

 

(2.1) [Repealed, 2001, c. 14, s. 92]

  

Prorogation sous le régime de lois fédérales

 

(2) La société qui y est autorisée par ses actionnaires conformément au présent article peut demander au ministre compétent de la proroger sous le régime de la Loi sur les banques, de la Loi canadienne sur les coopératives, de la Loi sur les associations coopératives de crédit, de la Loi sur les sociétés d’assurances ou de la Loi sur les sociétés de fiducie et de prêt.

 

(2.1) [Abrogé, 2001, ch. 14, art. 92]

Notice of meeting

 

(3) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a discontinuance under this Act.

  

Avis de l’assemblée

 

(3) Doit être envoyé aux actionnaires, conformément à l’article 135, un avis de l’assemblée mentionnant le droit des actionnaires dissidents de se faire verser la juste valeur de leurs actions conformément à l’article 190, le défaut de cette mention ne rendant pas nulle le changement de régime que prévoit la présente loi.

Right to vote

 

(4) Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.

  

Droit de vote

 

(4) Chaque action de la société, assortie ou non du droit de vote, emporte droit de vote quant à la prorogation.

Shareholder approval

 

(5) An application for continuance becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution.

  

Approbation des actionnaires

 

(5) La demande de prorogation est autorisée lorsque les actionnaires habiles à voter l’approuvent par voie de résolution spéciale.

Termination

 

(6) The directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.

  

Désistement

 

(6) Les administrateurs qui y sont autorisés par les actionnaires au moment de l’approbation de la demande de prorogation peuvent renoncer à la demande.

Discontinuance

 

(7) On receipt of a notice satisfactory to the Director that the corporation has been continued under the laws of

  

Changement de régime

 

(7) Le directeur enregistre, dès réception, tout avis attestant, à sa satisfaction, que la société a été prorogée

 

Current to February 11, 2020

  152   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 188-189

  

Articles 188-189

 

another jurisdiction or under one of the Acts referred to in subsection (2.1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.

  

sous le régime d’une autre autorité législative ou d’une loi mentionnée au paragraphe (2.1) et délivre un certificat de changement de régime en conformité avec l’article 262.

Notice deemed to be articles

 

(8) For the purposes of section 262, a notice referred to in subsection (7) is deemed to be articles that are in the form that the Director fixes.

  

L’avis est réputé être des statuts

 

(8) Pour l’application de l’article 262, l’avis visé au paragraphe (7) est réputé être des statuts en la forme établie par le directeur.

Rights preserved

 

(9) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

  

Maintien des droits

 

(9) La présente loi cesse de s’appliquer à la société à la date figurant sur le certificat de changement de régime.

Prohibition

 

(10) A corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that

 

(a) the property of the corporation continues to be the property of the body corporate;

 

(b) the body corporate continues to be liable for the obligations of the corporation;

 

(c) an existing cause of action, claim or liability to prosecution is unaffected;

 

(d) a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and

 

(e) a conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the body corporate.

 

R.S., 1985, c. C-44, s. 188; 1991, c. 45, s. 555, c. 46, s. 596, c. 47, s. 723; 1994, c. 24, s. 22; 1998, c. 1, s. 381; 2001, c. 14, ss. 92, 135(E); 2007, c. 6, s. 400.

  

Interdiction

 

(10) La loi de toute autre autorité législative sous le régime de laquelle la société est prorogée sous forme de personne morale doit prévoir que :

 

a) la personne morale est propriétaire des biens de cette société;

 

b) la personne morale est responsable des obligations de cette société;

 

c) aucune atteinte n’est portée aux causes d’actions déjà nées;

 

d) la personne morale remplace la société dans les poursuites civiles, pénales ou administratives engagées par ou contre celle-ci;

 

e) toute décision judiciaire ou quasi judiciaire rendue en faveur de la société ou contre elle est exécutoire à l’égard de la personne morale.

 

L.R. (1985), ch. C-44, art. 188; 1991, ch. 45, art. 555, ch. 46, art. 596, ch. 47, art. 723; 1994, ch. 24, art. 22; 1998, ch. 1, art. 381; 2001, ch. 14, art. 92 et 135(A); 2007, ch. 6, art. 400.

Borrowing powers

 

189 (1) Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors of a corporation may, without authorization of the shareholders,

 

(a) borrow money on the credit of the corporation;

 

(b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;

 

(c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and

  

Pouvoir d’emprunt

 

189 (1) Sauf disposition contraire des statuts, des règlements administratifs ou de toute convention unanime des actionnaires, le conseil d’administration peut, sans l’autorisation des actionnaires :

 

a) contracter des emprunts, compte tenu du crédit de la société;

 

b) émettre, réémettre ou vendre les titres de créance de la société ou les donner en garantie sous forme d’hypothèque mobilière, de gage ou de nantissement;

 

c) garantir, au nom de la société, l’exécution d’une obligation à la charge d’une autre personne;

 

Current to February 11, 2020

  153   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 189

  

Article 189

 

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

  

d) grever d’une sûreté, notamment par hypothèque, tout ou partie des biens, présents ou futurs, de la société, afin de garantir ses obligations.

Delegation of borrowing powers

 

(2) Notwithstanding subsection 115(3) and paragraph 121(a), unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer.

  

Délégation du pouvoir d’emprunt

 

(2) Nonobstant le paragraphe 115(3) et l’alinéa 121a) et sauf disposition contraire des statuts, des règlements administratifs ou de toute convention unanime d’actionnaires, le conseil d’administration peut, par résolution, déléguer les pouvoirs, visés au paragraphe (1), à un administrateur, à un comité d’administrateurs ou à un dirigeant.

Extraordinary sale, lease or exchange

 

(3) A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (4) to (8).

  

Vente, location ou échange faits hors du cours normal des affaires

 

(3) Les ventes, locations ou échanges de la totalité ou la quasi-totalité des biens de la société, qui n’interviennent pas dans le cours normal de ses activités, sont soumis à l’approbation des actionnaires conformément aux paragraphes (4) à (8).

Notice of meeting

 

(4) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shall

 

(a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and

 

(b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3).

  

Avis d’assemblée

 

(4) Doit être envoyé aux actionnaires, conformément à l’article 135, un avis de l’assemblée :

 

a) assorti d’un exemplaire ou d’un résumé de l’acte de vente, de location ou d’échange;

 

b) précisant le droit des actionnaires dissidents de se faire verser la juste valeur de leurs actions conformément à l’article 190, le défaut de cette mention ne rendant pas nulles les opérations visées au paragraphe (3).

Shareholder approval

 

(5) At the meeting referred to in subsection (4), the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof.

  

Approbation des actionnaires

 

(5) Lors de l’assemblée visée au paragraphe (4), les actionnaires peuvent autoriser la vente, la location ou l’échange et en fixer les modalités, ou autoriser les administrateurs à le faire.

Right to vote

 

(6) Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (3) whether or not it otherwise carries the right to vote.

  

Droit de vote

 

(6) Chaque action de la société, assortie ou non du droit de vote, emporte droit de vote quant aux opérations visées au paragraphe (3).

Class vote

 

(7) The holders of shares of a class or series of shares of the corporation are entitled to vote separately as a class or series in respect of a sale, lease or exchange referred to in subsection (3) only if such class or series is affected by

  

Vote par catégorie

 

(7) Les détenteurs d’actions d’une catégorie ou d’une série ne sont fondés à voter séparément sur les opérations visées au paragraphe (3) que si elles ont un effet particulier sur cette catégorie ou série.

 

Current to February 11, 2020

  154   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 189-190

  

Articles 189-190

 

the sale, lease or exchange in a manner different from the shares of another class or series.

  

Shareholder approval

 

(8) A sale, lease or exchange referred to in subsection (3) is adopted when the holders of each class or series entitled to vote thereon have approved of the sale, lease or exchange by a special resolution.

  

Approbation des actionnaires

 

(8) L’adoption des opérations visées au paragraphe (3) est subordonnée à leur approbation par résolution spéciale des actionnaires de chaque catégorie ou série fondés à voter à cet effet.

Termination

 

(9) The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.

 

R.S., 1985, c. C-44, s. 189; 2001, c. 14, ss. 93, 135(E); 2011, c. 21, s.
59(F).

  

Abandon du projet

 

(9) Sous réserve des droits des tiers, les administrateurs peuvent renoncer aux opérations visées au paragraphe (3), si les actionnaires les y ont autorisés en approuvant le projet.

 

L.R. (1985), ch. C-44, art. 189; 2001, ch. 14, art. 93 et 135(A); 2011, ch. 21, art. 59(F).

Right to dissent

 

190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

 

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

 

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

 

(c) amalgamate otherwise than under section 184;

 

(d) be continued under section 188;

 

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

 

(f) carry out a going-private transaction or a squeeze-out transaction.

  

Droit à la dissidence

 

190 (1) Sous réserve des articles 191 et 241, les détenteurs d’actions d’une catégorie peuvent faire valoir leur dissidence si la société fait l’objet d’une ordonnance visée à l’alinéa 192(4)d), les affectant, ou si la société décide, selon le cas :

 

a) de modifier ses statuts conformément aux articles 173 ou 174, afin d’y ajouter, de modifier ou de supprimer certaines dispositions limitant l’émission, le transfert ou le droit de propriété d’actions de cette catégorie;

 

b) de modifier ses statuts, conformément à l’article 173, afin d’ajouter, de modifier ou de supprimer toute restriction à ses activités commerciales;

 

c) de fusionner autrement qu’en vertu de l’article 184;

 

d) d’obtenir une prorogation conformément à l’article 188;

 

e) de vendre, louer ou échanger la totalité ou la quasitotalité de ses biens en vertu du paragraphe 189(3).

 

f) d’effectuer une opération de fermeture ou d’éviction.

Further right

 

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

  

Droit complémentaire

 

(2) Les détenteurs d’actions d’une catégorie ou d’une série, habiles à voter en vertu de l’article 176, peuvent faire valoir leur dissidence si la société décide d’apporter à ses statuts une modification visée à cet article.

If one class of shares

 

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

  

Précision

 

(2.1) Le droit à la dissidence prévu au paragraphe (2) peut être invoqué même si la société n’a qu’une seule catégorie d’actions.

 

Current to February 11, 2020

  155   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 190

  

Article 190

 

Payment for shares

 

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

  

Remboursement des actions

 

(3) Outre les autres droits qu’il peut avoir, mais sous réserve du paragraphe (26), l’actionnaire qui se conforme au présent article est fondé, à l’entrée en vigueur des mesures approuvées par la résolution à propos de laquelle il a fait valoir sa dissidence ou à la date de prise d’effet de l’ordonnance visée au paragraphe 192(4), à se faire verser par la société la juste valeur des actions en cause fixée à l’heure de fermeture des bureaux la veille de la date de la résolution ou de l’ordonnance.

No partial dissent

 

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

  

Dissidence partielle interdite

 

(4) L’actionnaire dissident ne peut se prévaloir du présent article que pour la totalité des actions d’une catégorie, inscrites à son nom mais détenues pour le compte du véritable propriétaire.

Objection

 

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

  

Opposition

 

(5) L’actionnaire dissident doit envoyer par écrit à la société, avant ou pendant l’assemblée convoquée pour voter sur la résolution visée aux paragraphes (1) ou (2), son opposition à cette résolution, sauf si la société ne lui a donné avis ni de l’objet de cette assemblée ni de son droit à la dissidence.

Notice of resolution

 

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

  

Avis de résolution

 

(6) La société doit, dans les dix jours suivant l’adoption de la résolution, en aviser les actionnaires ayant maintenu leur opposition conformément au paragraphe (5).

Demand for payment

 

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

 

(a) the shareholder’s name and address;

 

(b) the number and class of shares in respect of which the shareholder dissents; and

 

(c) a demand for payment of the fair value of such shares.

  

Demande de paiement

 

(7) L’actionnaire dissident doit, dans les vingt jours de la réception de l’avis prévu au paragraphe (6) ou, à défaut, de la date où il prend connaissance de l’adoption de la résolution, envoyer un avis écrit à la société indiquant :

 

a) ses nom et adresse;

 

b) le nombre et la catégorie des actions sur lesquelles est fondée sa dissidence;

 

c) une demande de versement de la juste valeur de ces actions.

Share certificate

 

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the

  

Certificat d’actions

 

(8) L’actionnaire dissident doit, dans les trente jours de l’envoi de l’avis prévu au paragraphe (7), envoyer à la société ou à son agent de transfert, les certificats des actions sur lesquelles est fondée sa dissidence.

 

Current to February 11, 2020

  156   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 190

  

Article 190

 

shareholder dissents to the corporation or its transfer agent.

  

Forfeiture

 

(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

  

Déchéance

 

(9) Pour se prévaloir du présent article, l’actionnaire dissident doit se conformer au paragraphe (8).

Endorsing certificate

 

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

  

Endossement du certificat

 

(10) La société ou son agent de transfert doit immédiatement renvoyer à l’actionnaire dissident les certificats, reçus conformément au paragraphe (8), munis à l’endos d’une mention, dûment signée, attestant que l’actionnaire est un dissident conformément au présent article.

Suspension of rights

 

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

 

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

 

(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

 

(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

 

in which case the shareholder’s rights are reinstated as of the date the notice was sent.

  

Suspension des droits

 

(11) Dès l’envoi de l’avis visé au paragraphe (7), l’actionnaire dissident perd tous ses droits sauf celui de se faire rembourser la juste valeur de ses actions conformément au présent article; cependant, il recouvre ses droits rétroactivement à compter de la date d’envoi de l’avis visé au paragraphe (7) si, selon le cas :

 

a) il retire l’avis avant que la société fasse l’offre visée au paragraphe (12);

 

b) la société n’ayant pas fait l’offre conformément au paragraphe (12), il retire son avis;

 

c) les administrateurs annulent, en vertu des paragraphes 173(2) ou 174(5), la résolution visant la modification des statuts, résilient la convention de fusion en vertu du paragraphe 183(6), renoncent à la demande de prorogation en vertu du paragraphe 188(6), ou à la vente, à la location ou à l’échange en vertu du paragraphe 189(9).

Offer to pay

 

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

 

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

 

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

  

Offre de versement

 

(12) La société doit, dans les sept jours de la date d’entrée en vigueur des mesures approuvées dans la résolution ou, si elle est postérieure, de celle de réception de l’avis visé au paragraphe (7), envoyer aux actionnaires dissidents qui ont envoyé leur avis :

 

a) une offre écrite de remboursement de leurs actions à leur juste valeur, avec une déclaration précisant le mode de calcul retenu par les administrateurs;

 

b) en cas d’application du paragraphe (26), un avis les informant qu’il lui est légalement impossible de rembourser.

 

Current to February 11, 2020

  157   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 190

  

Article 190

 

 

Same terms

 

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

  

Modalités identiques

 

(13) Les offres prévues au paragraphe (12) doivent être faites selon les mêmes modalités si elles visent des actions de la même catégorie ou série.

Payment

 

(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

  

Remboursement

 

(14) Sous réserve du paragraphe (26), la société doit procéder au remboursement dans les dix jours de l’acceptation de l’offre faite en vertu du paragraphe (12); l’offre devient caduque si l’acceptation ne lui parvient pas dans les trente jours de l’offre.

Corporation may apply to court

 

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

  

Demande de la société au tribunal

 

(15) À défaut par la société de faire l’offre prévue au paragraphe (12), ou par l’actionnaire dissident de l’accepter, la société peut, dans les cinquante jours de l’entrée en vigueur des mesures approuvées dans la résolution ou dans tel délai supplémentaire accordé par le tribunal, demander au tribunal de fixer la juste valeur des actions.

Shareholder application to court

 

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

  

Demande de l’actionnaire au tribunal

 

(16) Faute par la société de saisir le tribunal conformément au paragraphe (15), l’actionnaire dissident bénéficie, pour le faire, d’un délai supplémentaire de vingt jours ou du délai supplémentaire qui peut être accordé par le tribunal.

Venue

 

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

  

Compétence territoriale

 

(17) La demande prévue aux paragraphes (15) ou (16) doit être présentée au tribunal du ressort du siège social de la société ou de la résidence de l’actionnaire dissident, si celle-ci est fixée dans une province où la société exerce son activité commerciale.

No security for costs

 

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

  

Absence de caution pour frais

 

(18) Dans le cadre d’une demande visée aux paragraphes (15) ou (16), l’actionnaire dissident n’est pas tenu de fournir une caution pour les frais.

Parties

 

(19) On an application to a court under subsection (15) or (16),

 

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

 

(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

  

Parties

 

(19) Sur demande présentée au tribunal en vertu des paragraphes (15) ou (16) :

 

a) tous les actionnaires dissidents dont la société n’a pas acheté les actions doivent être joints comme parties à l’instance et sont liés par la décision du tribunal;

 

b) la société avise chaque actionnaire dissident concerné de la date, du lieu et de la conséquence de la demande, ainsi que de son droit de comparaître en personne ou par ministère d’avocat.

 

Current to February 11, 2020

  158   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 190

  

Article 190

 

 

Powers of court

 

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

  

Pouvoirs du tribunal

 

(20) Sur présentation de la demande prévue aux paragraphes (15) ou (16), le tribunal peut décider s’il existe d’autres actionnaires dissidents à joindre comme parties à l’instance et doit fixer la juste valeur des actions en question.

Appraisers

 

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

  

Experts

 

(21) Le tribunal peut charger des estimateurs de l’aider à calculer la juste valeur des actions des actionnaires dissidents.

Final order

 

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

  

Ordonnance définitive

 

(22) L’ordonnance définitive est rendue contre la société en faveur de chaque actionnaire dissident et indique la valeur des actions fixée par le tribunal.

Interest

 

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

  

Intérêts

 

(23) Le tribunal peut allouer sur la somme versée à chaque actionnaire dissident des intérêts à un taux raisonnable pour la période comprise entre la date d’entrée en vigueur des mesures approuvées dans la résolution et celle du versement.

Notice that subsection (26) applies

 

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

  

Avis d’application du par. (26)

 

(24) Dans les cas prévus au paragraphe (26), la société doit, dans les dix jours du prononcé de l’ordonnance prévue au paragraphe (22), aviser chaque actionnaire dissident qu’il lui est légalement impossible de rembourser.

Effect where subsection (26) applies

 

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

 

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

 

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

  

Effet de l’application du par. (26)

 

(25) Dans les cas prévus au paragraphe (26), l’actionnaire dissident peut, par avis écrit remis à la société dans les trente jours de la réception de l’avis prévu au paragraphe (24) :

 

a) soit retirer son avis de dissidence et recouvrer ses droits, la société étant réputée consentir à ce retrait;

 

b) soit conserver la qualité de créancier pour être remboursé par la société dès qu’elle sera légalement en mesure de le faire ou, en cas de liquidation, pour être colloqué après les droits des autres créanciers mais par préférence aux actionnaires.

Limitation

 

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

  

Limitation

 

(26) La société ne peut effectuer aucun paiement aux actionnaires dissidents en vertu du présent article s’il existe des motifs raisonnables de croire que :

 

Current to February 11, 2020

  159   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 190-191

  

Articles 190-191

 

 

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or

 

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

 

R.S., 1985, c. C-44, s. 190; 1994, c. 24, s. 23; 2001, c. 14, ss. 94, 134(F), 135(E); 2011, c. 21, s. 60(F).

  

a) ou bien elle ne peut, ou ne pourrait de ce fait, acquitter son passif à échéance;

 

b) ou bien la valeur de réalisation de son actif serait, de ce fait, inférieure à son passif.

 

L.R. (1985), ch. C-44, art. 190; 1994, ch. 24, art. 23; 2001, ch. 14, art. 94, 134(F) et 135(A); 2011, ch. 21, art. 60(F).

Definition of reorganization

 

191 (1) In this section, reorganization means a court order made under

 

(a) section 241;

 

(b) the Bankruptcy and Insolvency Act approving a proposal; or

 

(c) any other Act of Parliament that affects the rights among the corporation, its shareholders and creditors.

  

Définition de réorganisation

 

191 (1) Au présent article, la réorganisation d’une société se fait par voie d’ordonnance que le tribunal rend en vertu :

 

a) soit de l’article 241;

 

b) soit de la Loi sur la faillite et l’insolvabilitépour approuver une proposition;

 

c) soit de toute loi fédérale touchant les rapports de droit entre la société, ses actionnaires ou ses créanciers.

Powers of court

 

(2) If a corporation is subject to an order referred to in subsection (1), its articles may be amended by such order to effect any change that might lawfully be made by an amendment under section 173.

  

Pouvoirs du tribunal

 

(2) L’ordonnance rendue conformément au paragraphe (1) à l’égard d’une société peut effectuer dans ses statuts les modifications prévues à l’article 173.

Further powers

 

(3) If a court makes an order referred to in subsection (1), the court may also

 

(a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and

 

(b) appoint directors in place of or in addition to all or any of the directors then in office.

  

Pouvoirs supplémentaires

 

(3) Le tribunal qui rend l’ordonnance visée au paragraphe (1) peut également :

 

a) autoriser, en en fixant les modalités, l’émission de titres de créance, convertibles ou non en actions de toute catégorie ou assortis du droit ou de l’option d’acquérir de telles actions;

 

b) ajouter d’autres administrateurs ou remplacer ceux qui sont en fonctions.

Articles of reorganization

 

(4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.

  

Réorganisation

 

(4) Après le prononcé de l’ordonnance visée au paragraphe (1), les clauses réglementant la réorganisation sont envoyées au directeur, en la forme établie par lui, accompagnées, le cas échéant, des documents exigés aux articles 19 et 113.

Certificate of reorganization

 

(5) On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 262.

  

Certificat

 

(5) Sur réception des clauses de réorganisation, le directeur délivre un certificat de modification en conformité avec l’article 262.

 

Current to February 11, 2020

  160   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 191-192

  

Articles 191-192

 

 

Effect of certificate

 

(6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

  

Effet du certificat

 

(6) La réorganisation prend effet à la date figurant sur le certificat de modification; les statuts constitutifs sont modifiés en conséquence.

No dissent

 

(7) A shareholder is not entitled to dissent under section 190 if an amendment to the articles of incorporation is effected under this section.

 

R.S., 1985, c. C-44, s. 191; 1992, c. 27, s. 90; 2001, c. 14, s. 95.

  

Pas de dissidence

 

(7) Les actionnaires ne peuvent invoquer l’article 190 pour faire valoir leur dissidence à l’occasion de la modification des statuts constitutifs conformément au présent article.

 

L.R. (1985), ch. C-44, art. 191; 1992, ch. 27, art. 90; 2001, ch. 14, art. 95.

Definition of arrangement

 

192 (1) In this section, arrangement includes

 

(a) an amendment to the articles of a corporation;

 

(b) an amalgamation of two or more corporations;

 

(c) an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;

 

(d) a division of the business carried on by a corporation;

 

(e) a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate;

 

(f) an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or securities of another body corporate;

 

(f.1) a going-private transaction or a squeeze-out transaction in relation to a corporation;

 

(g) a liquidation and dissolution of a corporation; and

 

(h) any combination of the foregoing.

  

Définition de arrangement

 

192 (1) Au présent article, arrangement s’entend également de :

 

a) la modification des statuts d’une société;

 

b) la fusion de sociétés;

 

c) la fusion d’une personne morale et d’une société pour former une société régie par la présente loi;

 

d) le fractionnement de l’activité commerciale d’une société;

 

e) la cession de la totalité ou de la quasi-totalité des biens d’une société à une autre personne morale moyennant du numéraire, des biens ou des valeurs mobilières de celle-ci;

 

f) l’échange de valeurs mobilières d’une société contre des biens, du numéraire ou d’autres valeurs mobilières soit de la société, soit d’une autre personne morale;

 

f.1) une opération de fermeture ou d’éviction au sein d’une société;

 

g) la liquidation et la dissolution d’une société;

 

h) une combinaison des opérations susvisées.

Where corporation insolvent

 

(2) For the purposes of this section, a corporation is insolvent

 

(a) where it is unable to pay its liabilities as they become due; or

 

(b) where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes.

  

Cas d’insolvabilité de la société

 

(2) Pour l’application du présent article, une société est insolvable dans l’un ou l’autre des cas suivants :

 

a) elle ne peut acquitter son passif à échéance;

 

b) la valeur de réalisation de son actif est inférieure à la somme de son passif et de son capital déclaré.

 

Current to February 11, 2020

  161   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Section 192

  

Article 192

 

 

Application to court for approval of arrangement

 

(3) Where it is not practicable for a corporation that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation.

  

Demande d’approbation au tribunal

 

(3) Lorsqu’il est pratiquement impossible pour la société qui n’est pas insolvable d’opérer, en vertu d’une autre disposition de la présente loi, une modification de structure équivalente à un arrangement, elle peut demander au tribunal d’approuver, par ordonnance, l’arrangement qu’elle propose.

Powers of court

 

(4) In connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing,

 

(a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director;

 

(b) an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders;

 

(c) an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs;

 

(d) an order permitting a shareholder to dissent under section 190; and

 

(e) an order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct.

  

Pouvoir du tribunal

 

(4) Le tribunal, saisi d’une demande en vertu du présent article, peut rendre toute ordonnance provisoire ou finale en vue notamment :

 

a) de prévoir l’avis à donner aux intéressés ou de dispenser de donner avis à toute personne autre que le directeur;

 

b) de nommer, aux frais de la société, un avocat pour défendre les intérêts des actionnaires;

 

c) d’enjoindre à la société, selon les modalités qu’il fixe, de convoquer et de tenir une assemblée des détenteurs de valeurs mobilières, d’options ou de droits d’acquérir des valeurs mobilières;

 

d) d’autoriser un actionnaire à faire valoir sa dissidence en vertu de l’article 190;

 

e) d’approuver ou de modifier selon ses directives l’arrangement proposé par la société.

Notice to Director

 

(5) An applicant for any interim or final order under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

  

Avis au directeur

 

(5) La personne qui présente une demande d’ordonnance provisoire ou finale en vertu du présent article doit en donner avis au directeur, et celui-ci peut comparaître en personne ou par ministère d’avocat.

Articles of arrangement

 

(6) After an order referred to in paragraph (4)(e) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.

  

Clauses de l’arrangement

 

(6) Après le prononcé de l’ordonnance visée à l’alinéa (4)e), les clauses de l’arrangement sont envoyées au directeur en la forme établie par lui, accompagnés, le cas échéant, des documents exigés par les articles 19 et 113.

Certificate of arrangement

 

(7) On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 262.

  

Certificat d’arrangement

 

(7) Dès réception des clauses de l’arrangement, le directeur délivre un certificat d’arrangement conformément à l’article 262.

 

Current to February 11, 2020

  162   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XV Fundamental Changes

  

PARTIE XV Modifications de structure

Sections 192-206

  

Articles 192-206

 

 

Effect of certificate

 

(8) An arrangement becomes effective on the date shown in the certificate of arrangement.

 

R.S., 1985, c. C-44, s. 192; 1994, c. 24, s. 24; 2001, c. 14, s. 96.

  

Prise d’effet de l’arrangement

 

(8) L’arrangement prend effet à la date figurant sur le certificat d’arrangement.

 

L.R. (1985), ch. C-44, art. 192; 1994, ch. 24, art. 24; 2001, ch. 14, art. 96.

PART XVI    PARTIE XVI
Going-private Transactions and Squeeze-out Transactions    Opérations de fermeture et d’éviction

Going-private transactions

 

193 A corporation may carry out a going-private transaction. However, if there are any applicable provincial securities laws, a corporation may not carry out a going-private transaction unless the corporation complies with those laws.

 

R.S., 1985, c. C-44, s. 193; 2001, c. 14, s. 97; 2018, c. 8, s. 26(F).

  

Opérations de fermeture

 

193 La société peut effectuer une opération de fermeture. Toutefois, si l’éventuelle législation provinciale en matière de valeurs mobilières s’applique dans son cas, elle ne peut le faire à moins de s’y conformer.

 

L.R. (1985), ch. C-44, art. 193; 2001, ch. 14, art. 97; 2018, ch. 8, art. 26(F).

Squeeze-out transactions

 

194 A corporation may not carry out a squeeze-out transaction unless, in addition to any approval by holders of shares required by or under this Act or the articles of the corporation, the transaction is approved by ordinary resolution of the holders of each class of shares that are 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 corporation; and

 

(b) holders of shares that would, following the squeeze-out transaction, 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.

 

R.S., 1985, c. C-44, s. 194; 2001, c. 14, s. 97.

 

195 to 205 [Repealed, 2001, c. 14, s. 97]

  

Opérations d’éviction

 

194 Une opération d’éviction ne peut être effectuée que si, en plus de toute approbation exigée des détenteurs d’actions de la société par la présente loi et les statuts, l’opération est approuvée par les détenteurs d’actions de chaque catégorie visée par celle-ci par résolution ordinaire votée séparément, même si les actions de cette catégorie ne confèrent aucun droit de vote, à l’exception des détenteurs suivants :

 

a) les personnes morales du même groupe que la société;

 

b) ceux qui, à la suite de l’opération, auraient droit à une contrepartie ou à des droits ou privilèges supérieurs à ceux que pourraient recevoir les détenteurs des autres actions de la même catégorie.

 

L.R. (1985), ch. C-44, art. 194; 2001, ch. 14, art. 97.

 

195 à 205 [Abrogés, 2001, ch. 14, art. 97]

PART XVII    PARTIE XVII
Compulsory and Compelled Acquisitions    Acquisitions forcées

Definitions

 

206 (1) The definitions in this subsection apply in this Part.

 

dissenting offeree means, where a take-over bid is made for all the shares of a class of shares, a holder of a

  

Définitions

 

206 (1) Les définitions qui suivent s’appliquent à la présente partie.

 

action Action conférant ou non un droit de vote, y compris la valeur mobilière immédiatement convertible

 

Current to February 11, 2020

  163   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVII Compulsory and Compelled Acquisitions

  

PARTIE XVII Acquisitions forcées

Section 206

  

Article 206

 

 

share of that class who does not accept the take-over bid and includes a subsequent holder of that share who acquires it from the first mentioned holder; (pollicité dissident)

 

offer includes an invitation to make an offer. (pollicitation)

 

offeree means a person to whom a take-over bid is made. (pollicité)

 

offeree corporation means a distributing corporation whose shares are the object of a take-over bid. (société pollicitée)

 

offeror means a person, other than an agent or mandatary, 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 currently convertible into such a share; and

 

(b) currently exercisable options and rights to acquire such a share or such a convertible security. (action)

 

take-over bid means an offer made by an offeror to shareholders of a distributing corporation at approximately the same time to acquire all of the shares of a class of issued shares, and includes an offer made by a distributing corporation to repurchase all of the shares of a class of its shares. (offre d’achat visant à la mainmise)

  

en une telle action et l’option ou le droit, susceptible d’exercice immédiat, d’acquérir une telle action ou valeur mobilière. (share)

 

offre d’achat visant à la mainmise L’offre qu’un pollicitant adresse à peu près au même moment à des actionnaires d’une société ayant fait appel au public pour acquérir toutes les actions d’une catégorie d’actions émises. Y est assimilée la pollicitation d’une telle société visant le rachat de toutes les actions d’une catégorie de ses actions. (take-over bid)

 

pollicitant Toute personne, à l’exception du mandataire, qui fait une offre d’achat visant à la mainmise et, en outre, les personnes qui, même indirectement, conjointement ou de concert :

 

a) ou bien font une telle offre;

 

b) ou bien ont l’intention d’exercer les droits de vote attachés aux actions faisant l’objet de l’offre. (offeror)

 

pollicitation Est assimilée à la pollicitation l’invitation à faire une offre. (offer)

 

pollicité Toute personne à laquelle est faite l’offre d’achat visant à la mainmise. (offeree)

 

pollicité dissident Dans le cas d’une offre d’achat visant à la mainmise et portant sur la totalité des actions d’une catégorie, l’actionnaire pollicité qui refuse l’offre ainsi que ses ayants cause. (dissenting offeree)

 

société pollicitée Société ayant fait appel au public dont les actions font l’objet d’une offre d’achat visant à la mainmise. (offeree corporation)

Right to acquire

 

(2) 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 offer-or, the offeror is entitled, on complying with this section, to acquire the shares held by the dissenting offerees.

  

Acquisition

 

(2) Le pollicitant a le droit, en se conformant au présent article, d’acquérir les actions des pollicités dissidents, en cas d’acceptation de l’offre d’achat visant à la mainmise, dans les cent vingt jours de la date où elle est faite, par les détenteurs de quatre-vingt-dix pour cent au moins des actions de la catégorie en cause, sans tenir compte des actions détenues, même indirectement, par le pollicitant ou les personnes morales de son groupe ou les personnes qui ont des liens avec lui, à la date de l’offre.

Notice

 

(3) An offeror may acquire shares held by a dissenting offeree by sending by registered mail within sixty days

  

Avis

 

(3) Le pollicitant peut acquérir les actions des pollicités dissidents en leur envoyant ainsi qu’au directeur, par

 

Current to February 11, 2020

  164   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVII Compulsory and Compelled Acquisitions

  

PARTIE XVII Acquisitions forcées

Section 206

  

Article 206

 

 

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 Director stating that

 

(a) the offerees holding not less than ninety per cent of the shares to which the bid relates 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 their shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or

 

(ii) to demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within twenty days after receiving the offeror’s notice;

 

(d) a dissenting offeree who does not notify the offer-or in accordance with subparagraph (5)(b)(ii) is deemed to have elected to transfer the shares to the of-feror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid; and

 

(e) a dissenting offeree must send their shares to which the take-over bid relates to the offeree corporation within twenty days after receiving the offeror’s notice.

  

courrier recommandé, dans les soixante jours de la date d’expiration de l’offre d’achat visant à la mainmise et, en tout état de cause, dans les cent quatre-vingts jours de la date de l’offre, un avis précisant à la fois :

 

a) que les pollicités détenant au moins quatre-vingt-dix pour cent des actions en cause ont accepté l’offre;

 

b) qu’il est tenu de prendre livraison, contre paiement, des actions des pollicités acceptants, ou qu’il l’a déjà fait;

 

c) que les pollicités dissidents doivent décider :

 

(i) soit de lui céder leurs actions selon les conditions offertes aux pollicités acceptants,

 

(ii) soit d’exiger le paiement de la juste valeur de leurs actions en conformité avec les paragraphes (9) à (18), en le lui faisant savoir dans les vingt jours de la réception de l’avis;

 

d) qu’à défaut de donner avis conformément à l’alinéa (5)b), ils sont réputés avoir choisi de lui céder leurs actions aux conditions faites aux pollicités acceptants;

 

e) qu’ils doivent envoyer les actions en cause à la société pollicitée dans les vingt jours de la réception de l’avis.

Notice of adverse claim

 

(4) Concurrently with sending the offeror’s notice under subsection (3), the offeror shall send to the offeree corporation a notice of adverse claim in accordance with section 78 with respect to each share held by a dissenting of-feree.

  

Avis d’opposition

 

(4) Le pollicitant envoie à la société pollicitée, simultanément, l’avis mentionné au paragraphe (3) et, pour chaque action détenue par un pollicité dissident, l’avis d’opposition visé à l’article 78.

Share certificate

 

(5) A dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after receiving the notice,

 

(a) send the share certificates of the class of shares to which the take-over bid relates to the offeree corporation; and

 

(b) elect

  

Certificat d’action

 

(5) Les pollicités dissidents doivent, dans les vingt jours suivant la réception de l’avis mentionné au paragraphe (3) :

 

a) envoyer à la société pollicitée les certificats des actions visées par l’offre;

 

b) soit céder au pollicitant leurs actions aux conditions offertes aux pollicités acceptants, soit exiger, en donnant avis au pollicitant dans ce délai, le paiement de la juste valeur de leurs actions en conformité avec les paragraphes (9) à (18).

 

Current to February 11, 2020

  165   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVII Compulsory and Compelled Acquisitions

  

PARTIE XVII Acquisitions forcées

Section 206

  

Article 206

 

 

(i) to transfer the shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or

 

(ii) to demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within those twenty days.

  

Deemed election

 

(5.1) A dissenting offeree who does not notify the offeror in accordance with subparagraph (5)(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.

  

Choix réputé

 

(5.1) À défaut par les pollicités dissidents de donner avis conformément à l’alinéa (5)b), ils sont réputés avoir choisi de céder au pollicitant leurs actions aux conditions faites aux pollicités acceptants.

Payment

 

(6) Within twenty days after the offeror sends an offer-or’s notice under subsection (3), the offeror shall pay or transfer to the offeree corporation the amount of money or other consideration that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting of-feree had elected to accept the take-over bid under sub-paragraph (5)(b)(i).

  

Paiement

 

(6) Dans les vingt jours suivant l’envoi de l’avis mentionné au paragraphe (3), le pollicitant doit remettre à la société pollicitée les fonds ou toute autre contrepartie qu’il aurait eu à remettre aux pollicités dissidents s’ils avaient accepté de lui céder leurs actions conformément à l’alinéa (5)b).

Consideration

 

(7) The offeree corporation is deemed to hold in trust for the dissenting shareholders the money or other consideration it receives under subsection (6), and the offeree corporation shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, and shall place the other consideration in the custody of a bank or such other body corporate.

  

Contrepartie

 

(7) La société pollicitée est réputée détenir en fiducie, pour le compte des actionnaires dissidents, les fonds ou toute autre contrepartie reçus en vertu du paragraphe (6); elle doit déposer les fonds à un compte distinct ouvert auprès d’une banque ou d’une autre personne morale bénéficiant de l’assurance de la Société d’assurance-dépôts du Canada ou de la Régie de l’assurance-dépôts du Québec et confier toute autre contrepartie à la garde d’une de ces institutions.

When corporation is offeror

 

(7.1) A corporation that is an offeror making a take-over bid to repurchase all of the shares of a class of its shares is deemed to hold in trust for the dissenting shareholders the money and other consideration 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 (5)(b)(i), and the corporation shall, within twenty days after a notice is sent under subsection (3), deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, and shall place the other consideration in the custody of a bank or such other body corporate.

  

Contrepartie

 

(7.1) Dans le cas où le pollicitant est une société qui vise à racheter toutes les actions d’une catégorie quelconque, celui-ci est réputé détenir en fiducie, pour le compte des pollicités dissidents, les fonds ou toute autre contrepartie qu’il aurait eu à leur remettre s’ils avaient accepté de lui céder leurs actions conformément à l’alinéa (5)b). Il doit, dans les vingt jours suivant l’envoi de l’avis visé au paragraphe (3), déposer les fonds dans un compte distinct ouvert auprès d’une banque ou d’une autre personne morale bénéficiant de l’assurance de la Société d’assurance-dépôts du Canada ou de la Régie de l’assurance-dépôts du Québec et confier toute autre contrepartie à la garde de l’une de ces institutions.

Duty of offeree corporation

 

(8) Within thirty days after the offeror sends a notice under subsection (3), the offeree corporation shall

  

Obligation de la société pollicitée

 

(8) Dans les trente jours suivant l’envoi de l’avis mentionné au paragraphe (3), la société pollicitée doit :

 

Current to February 11, 2020

  166   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVII Compulsory and Compelled Acquisitions

  

PARTIE XVII Acquisitions forcées

Section 206

  

Article 206

 

 

(a) if the payment or transfer required by subsection (6) is made, issue to the offeror a share certificate in respect of the shares that were held by dissenting of-ferees;

 

(b) give to each dissenting offeree who elects to accept the take-over bid terms under subparagraph (5)(b)(i) and who sends share certificates as required by paragraph (5)(a) the money or other consideration to which the offeree is entitled, disregarding fractional shares, which may be paid for in money; and

 

(c) if the payment or transfer required by subsection (6) is made and the money or other consideration is deposited as required by subsection (7) or (7.1), send to each dissenting shareholder who has not sent share certificates as required by paragraph (5)(a) a notice stating that

 

(i) the dissenting shareholder’s shares have been cancelled,

 

(ii) the offeree corporation or some designated person holds in trust for the dissenting shareholder the money or other consideration to which that shareholder is entitled as payment for or in exchange for the shares, and

 

(iii) the offeree corporation will, subject to subsections (9) to (18), send that money or other consideration to that shareholder without delay after receiving the shares.

  

a) délivrer au pollicitant les certificats des actions que détenaient les pollicités dissidents s’il s’est conformé au paragraphe (6);

 

b) remettre aux pollicités dissidents qui acceptent de céder leurs actions conformément à l’alinéa (5)b) et qui envoient leurs certificats d’actions conformément à l’alinéa (5)a), les fonds ou toute autre contrepartie auxquels ils ont droit, sans tenir compte des fractions d’actions dont le règlement peut toujours se faire en numéraire;

 

c) si la contrepartie exigée par le paragraphe (6) est remise et, selon qu’elle est en numéraire ou en nature, déposée ou confiée conformément aux paragraphes (7) ou (7.1), envoyer aux pollicités dissidents qui ne se sont pas conformés à l’alinéa (5)a) un avis les informant que :

 

(i) leurs actions ont été annulées,

 

(ii) la société pollicitée ou toute autre personne désignée détient pour eux en fiducie les fonds ou toute autre contrepartie auxquels ils ont droit,

 

(iii) la société pollicitée leur enverra, sous réserve des paragraphes (9) à (18), les fonds ou la contrepartie dès réception de leurs actions.

Application to court

 

(9) If a dissenting offeree has elected to demand payment of the fair value of the shares under subparagraph (5)(b)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to a court to fix the fair value of the shares of that dissenting offeree.

  

Demande au tribunal

 

(9) Le pollicitant peut, dans les vingt jours suivant la remise prévue au paragraphe (6), demander au tribunal de fixer la juste valeur des actions des pollicités dissidents qui souhaitent obtenir paiement de leurs actions conformément à l’alinéa (5)b).

Idem

 

(10) If an offeror fails to apply to a court under subsection (9), a dissenting offeree may apply to a court for the same purpose within a further period of twenty days.

  

Idem

 

(10) Faute par le pollicitant de saisir le tribunal conformément au paragraphe (9), les pollicités dissidents bénéficient d’un délai supplémentaire de vingt jours pour le faire.

Status of dissenter if no court application

 

(11) Where no application is made to a court under subsection (10) within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer their shares to the offeror on the same terms that the of-feror acquired the shares from the offerees who accepted the take-over bid.

  

Cas de dissident qui ne saisit pas le tribunal

 

(11) Le pollicité dissident, qui n’a pas saisi le tribunal conformément au paragraphe (10) et dans le délai qui y est fixé, est censé avoir transféré ses actions au pollicitant aux mêmes conditions que celui-ci a acquis celles des pollicités acceptants.

 

Current to February 11, 2020

  167   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVII Compulsory and Compelled Acquisitions

  

PARTIE XVII Acquisitions forcées

Section 206

  

Article 206

 

 

Venue

 

(12) An application under subsection (9) or (10) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting offeree resides if the corporation carries on business in that province.

  

Compétence territoriale

 

(12) Les demandes prévues aux paragraphes (9) ou (10) doivent être présentées au tribunal du ressort du siège social de la société ou de la résidence du pollicité dissident, si celle-ci est fixée dans une province où la société exerce son activité commerciale.

No security for costs

 

(13) A dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10).

  

Absence de cautionnement pour frais

 

(13) Dans le cadre d’une demande visée aux paragraphes (9) ou (10), les pollicités dissidents ne sont pas tenus de fournir de cautionnement pour les frais.

Parties

 

(14) On an application under subsection (9) or (10)

 

(a) all dissenting offerees referred to in subparagraph (5)(b)(ii) 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 of-feree of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

  

Parties

 

(14) Sur demande présentée conformément aux paragraphes (9) ou (10) :

 

a) tous les pollicités dissidents qui veulent obtenir paiement et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et liés par la décision du tribunal;

 

b) le pollicitant avise chaque pollicité dissident concerné de la date, du lieu et des conséquences de la demande, ainsi que de son droit de comparaître en personne ou par ministère d’avocat.

Powers of court

 

(15) On an application to a court under subsection (9) or (10), 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.

  

Pouvoirs du tribunal

 

(15) Avant de fixer la juste valeur des actions de tous les pollicités dissidents, le tribunal peut, sur demande présentée conformément aux paragraphes (9) ou (10), décider s’il existe d’autres pollicités dissidents à joindre comme parties à l’instance.

Appraisers

 

(16) 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.

  

Experts

 

(16) Le tribunal peut charger des estimateurs experts de l’aider à fixer la juste valeur des actions des pollicités dissidents.

Final order

 

(17) The final order of the court shall be made against the offeror in favour of each dissenting offeree and for the amount for the shares as fixed by the court.

  

Ordonnance définitive

 

(17) L’ordonnance définitive est rendue contre le pollicitant, en faveur de chaque pollicité dissident, et indique la valeur des actions fixée par le tribunal.

Additional powers

 

(18) In connection with proceedings under this section, a court may make any order it thinks fit and, without limiting the generality of the foregoing, it may

 

(a) fix the amount of money or other consideration that is required to be held in trust under subsection (7) or (7.1);

  

Pouvoirs supplémentaires

 

(18) À l’occasion des procédures prévues au présent article, le tribunal peut rendre toute ordonnance qu’il estime pertinente et, notamment :

 

a) fixer le montant en numéraire ou toute autre contrepartie, à détenir en fiducie conformément aux paragraphes (7) ou (7.1);

 

Current to February 11, 2020

  168   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVII Compulsory and Compelled Acquisitions

  

PARTIE XVII Acquisitions forcées

Sections 206-207

  

Articles 206-207

 

 

(b) order that that money or other consideration be held in trust by a person other than the offeree corporation;

 

(c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date they send or deliver their share certificates under subsection (5) until the date of payment; and

 

(d) order that any money payable to a shareholder who cannot be found be paid to the Receiver General and subsection 227(3) applies in respect thereof.

 

R.S., 1985, c. C-44, s. 206; 2001, c. 14, ss. 99, 135(E); 2011, c. 21, s. 61.

  

b) faire détenir le montant en numéraire ou toute autre contrepartie en fiducie par une personne autre que la société pollicitée;

 

c) allouer, sur la somme à payer à chaque pollicité dissident, des intérêts à un taux raisonnable pour la période comprise entre la date d’envoi des certificats d’actions conformément au paragraphe (5) et celle du paiement;

 

d) prévoir le versement, au receveur général, des fonds payables aux actionnaires introuvables, auquel cas le paragraphe 227(3) s’applique.

 

L.R. (1985), ch. C-44, art. 206; 2001, ch. 14, art. 99 et 135(A); 2011, ch. 21, art. 61.

Obligation to acquire shares

 

206.1 (1) If a shareholder holding shares of a distributing corporation does not receive an offeror’s notice under subsection 206(3), the shareholder may

 

(a) within ninety days after the date of termination of the take-over bid, or

 

(b) if the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later of

 

(i) the date of termination of the take-over bid, and

 

(ii) the date on which the shareholder learned of the take-over bid,

 

require the offeror to acquire those shares.

  

Acquisition forcée à la demande d’un actionnaire

 

206.1 (1) L’actionnaire qui détient des actions d’une société ayant fait appel au public et qui n’a pas reçu du pollicitant l’avis visé au paragraphe 206(3) peut exiger de ce dernier l’acquisition de ces actions :

 

a) soit dans les quatre-vingt-dix jours suivant la date d’expiration de l’offre d’achat visant à la mainmise;

 

b) soit, s’il n’a pas reçu une telle offre, dans le délai visé à l’alinéa a) ou dans les quatre-vingt-dix jours suivant la date où il a pris connaissance de l’offre si ce délai est plus long.

Conditions

 

(2) If a shareholder requires the offeror to acquire shares under subsection (1), the offeror shall 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.

 

2001, c. 14, s. 100.

  

Conditions

 

(2) Le pollicitant est alors tenu d’acquérir les actions aux mêmes conditions que celles faites aux pollicités acceptants.

 

2001, ch. 14, art. 100.

PART XVIII    PARTIE XVIII
Liquidation and Dissolution    Liquidation et dissolution

Definition of court

 

207 In this Part, court means a court having jurisdiction in the place where the corporation has its registered office.

 

1974-75-76, c. 33, s. 200; 1978-79, c. 9, s. 1(F).

  

Définition de tribunal

 

207 Dans la présente partie, tribunal désigne le tribunal compétent du ressort du siège social de la société.

 

1974-75-76, ch. 33, art. 200; 1978-79, ch. 9, art. 1(F).

 

Current to February 11, 2020

  169   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 208-209

  

Articles 208-209

 

 

Application of Part

 

208 (1) This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act.

  

Application de la présente partie

 

208 (1) La présente partie, sauf les articles 209 et 212, ne s’applique pas aux sociétés qui sont des personnes insolvables au sens de l’article 2 de la Loi sur la faillite et l’insolvabilité ou des faillies au sens de cet article 2.

Staying proceedings

 

(2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in section 2 of that Act.

 

R.S., 1985, c. C-44, s. 208; 1992, c. 27, s. 90; 2001, c. 14, s. 101; 2018, c. 8, s. 27.

  

Suspension des procédures

 

(2) Toute procédure soit de dissolution, soit de liquidation et de dissolution engagée en vertu de la présente partie à l’égard d’une société est suspendue dès la constatation, au cours de procédures intentées en vertu de la Loi sur la faillite et l’insolvabilité, que la société est une personne insolvable au sens de l’article 2 de cette loi.

 

L.R. (1985), ch. C-44, art. 208; 1992, ch. 27, art. 90; 2001, ch. 14, art. 101; 2018, ch. 8, art. 27.

Revival

 

209 (1) When a corporation or other body corporate is dissolved under this Part, section 268 of this Act, section 261 of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the dissolved corporation or other body corporate revived as a corporation under this Act.

  

Reconstitution

 

209 (1) Tout intéressé peut demander au directeur la reconstitution en société régie par la présente loi d’une société ou d’une autre personne morale dissoute en vertu de la présente partie, de l’article 268 de la présente loi, de l’article 261 de la Loi sur les corporations commerciales canadiennes, chapitre 33 des Statuts du Canada de 1974-75-76, ou du paragraphe 297(6) de la Loi canadienne sur les organisations à but non lucratif.

Articles of revival

 

(2) Articles of revival in the form that the Director fixes shall be sent to the Director.

  

Clauses de reconstitution

 

(2) Les clauses de reconstitution sont envoyées au directeur en la forme établie par lui.

Certificate of revival

 

(3) On receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 262, if

 

(a) the dissolved corporation or other body corporate has fulfilled all conditions precedent that the Director considers reasonable; and

 

(b) there is no valid reason for refusing to issue the certificate.

  

Certificat de reconstitution

 

(3) À la réception des clauses de reconstitution, le directeur délivre un certificat de reconstitution au titre de l’article 262 si :

 

a) d’une part, la société ou la personne morale dissoute a rempli les conditions préalables à la délivrance qu’il estime raisonnables;

 

b) d’autre part, il n’y a aucun motif valable d’en refuser la délivrance.

Date of revival

 

(3.1) The dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.

  

Reconstitution

 

(3.1) La société ou la personne morale dissoute est reconstituée en société régie par la présente loi à la date précisée sur le certificat.

Rights and obligations preserved

 

(4) Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs

  

Maintien des droits et obligations

 

(4) Sous réserve des modalités raisonnables imposées par le directeur, des droits acquis par toute personne après sa dissolution et de tout changement aux affaires internes de la société ou de la personne morale survenu

 

Current to February 11, 2020

  170   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 209-210

  

Articles 209-210

 

 

of the corporation or other body corporate after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved,

 

(a) restored to its previous position in law, including the restoration of any rights and privileges whether arising before its dissolution or after its dissolution and before its revival; and

 

(b) liable for the obligations that it would have had if it had not been dissolved whether they arise before its dissolution or after its dissolution and before its revival.

  

après sa dissolution, la société reconstituée recouvre, comme si elle n’avait jamais été dissoute :

 

a) la même situation juridique, notamment ses droits et privilèges, indépendamment de leur date d’acquisition;

 

b) la responsabilité des obligations qui seraient les siennes si elle n’avait pas été dissoute, indépendamment de la date où elles ont été contractées.

Legal actions

 

(5) Any legal action respecting the affairs of a revived corporation taken between the time of its dissolution and its revival is valid and effective.

  

Action en justice

 

(5) Est valide toute action en justice concernant les affaires internes de la société reconstituée intentée entre le moment de sa dissolution et celui de sa reconstitution.

Definition of interested person

 

(6) In this section, interested person includes

 

(a) a shareholder, a director, an officer, an employee and a creditor of the dissolved corporation or other body corporate;

 

(b) a person who has a contract — other than, in Que-bec, a contract by gratuitous title — with the dissolved corporation or other body corporate;

 

(c) a person who, although at the time of dissolution of the corporation or other body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; and

 

(d) a trustee in bankruptcy or liquidator for the dissolved corporation or other body corporate.

 

R.S., 1985, c. C-44, s. 209; 2001, c. 14, s. 102; 2009, c. 23, s. 310; 2018, c. 8, s. 28.

  

Définition

 

(6) Pour l’application du présent article, intéressé s’entend notamment :

 

a) des actionnaires, administrateurs, dirigeants, employés et créanciers de la société ou de la personne morale dissoute;

 

b) de toute personne liée par un contrat — à l’exclusion, au Québec, du contrat à titre gratuit — conclu avec la société ou la personne morale dissoute;

 

c) de toute personne qui, bien que non visée par l’alinéa a) à la date de la dissolution, le deviendrait si la société ou la personne morale était reconstituée;

 

d) du syndic de faillite ou du liquidateur de la société ou de la personne morale dissoute.

 

L.R. (1985), ch. C-44, art. 209; 2001, ch. 14, art. 102; 2009, ch. 23, art. 310; 2018, ch. 8, art. 28.

Dissolution before commencing business

 

210 (1) A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors.

  

Dissolution avant le début des opérations

 

210 (1) La société n’ayant émis aucune action peut être dissoute par résolution de tous les administrateurs.

Dissolution if no property

 

(2) A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.

  

Dissolution lorsqu’il n’y a pas de biens

 

(2) La société sans biens ni dettes peut être dissoute par résolution spéciale soit des actionnaires soit, en présence de plusieurs catégories d’actions, des détenteurs d’actions de chaque catégorie assorties ou non du droit de vote.

Dissolution where property disposed of

 

(3) A corporation that has property or liabilities or both may be dissolved by special resolution of the

  

Dissolution après répartition des biens

 

(3) La société, qui a des biens ou des dettes ou les deux à la fois, peut être dissoute par résolution spéciale soit des

 

Current to February 11, 2020

  171   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 210-211

  

Articles 210-211

 

 

shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if

 

(a) by the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; and

 

(b) the corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to subsection (4).

  

actionnaires soit, en présence de plusieurs catégories d’actions, des détenteurs d’actions de chaque catégorie assorties ou non du droit de vote, pourvu que :

 

a) d’une part, les résolutions autorisent les administrateurs à effectuer une répartition de biens et un règlement de dettes;

 

b) d’autre part, la société ait effectué une répartition de biens et un règlement de dettes avant d’envoyer les clauses de dissolution au directeur conformément au paragraphe (4).

Articles of dissolution

 

(4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

  

Clauses de dissolution

 

(4) Les clauses de dissolution sont envoyées au directeur en la forme établie par lui.

Certificate of dissolution

 

(5) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.

  

Certificat de dissolution

 

(5) Sur réception des clauses de dissolution, le directeur délivre un certificat de dissolution en conformité avec l’article 262.

Effect of certificate

 

(6) The corporation ceases to exist on the date shown in the certificate of dissolution.

 

R.S., 1985, c. C-44, s. 210; 2001, c. 14, s. 103.

  

Effet du certificat

 

(6) La société cesse d’exister à la date figurant sur le certificat de dissolution.

 

L.R. (1985), ch. C-44, art. 210; 2001, ch. 14, art. 103.

Proposing liquidation and dissolution

 

211 (1) The directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal for, the voluntary liquidation and dissolution of a corporation.

  

Proposition de liquidation et dissolution

 

211 (1) La liquidation et la dissolution volontaires de la société peuvent être proposées par les administrateurs ou, conformément à l’article 137, par tout actionnaire habile à voter à l’assemblée annuelle.

Notice of meeting

 

(2) Notice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms thereof.

  

Avis d’assemblée

 

(2) L’avis de convocation de l’assemblée, qui doit statuer sur la proposition de liquidation et de dissolution volontaires, doit en exposer les modalités.

Shareholders resolution

 

(3) A corporation may liquidate and dissolve by special resolution of the shareholders or, where the corporation has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.

  

Résolution des actionnaires

 

(3) La société peut prononcer sa liquidation et sa dissolution par résolution spéciale des actionnaires ou, le cas échéant, par résolution spéciale des détenteurs de chaque catégorie d’actions, assorties ou non du droit de vote.

Statement of intent to dissolve

 

(4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.

  

Déclaration d’intention

 

(4) Une déclaration d’intention de dissolution est envoyée au directeur en la forme établie par lui.

 

Current to February 11, 2020

  172   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Section 211

  

Article 211

 

 

Certificate of intent to dissolve

 

(5) On receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 262.

  

Certificat d’intention

 

(5) Sur réception de la déclaration d’intention de dissolution, le directeur délivre, en conformité avec l’article 262, un certificat d’intention de dissolution.

Effect of certificate

 

(6) On issue of a certificate of intent to dissolve, the corporation shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.

  

Effet du certificat

 

(6) Dès la délivrance du certificat, la société doit cesser toute activité commerciale, sauf dans la mesure nécessaire à la liquidation, mais sa personnalité morale ne cesse d’exister qu’à la délivrance du certificat de dissolution.

Liquidation

 

(7) After issue of a certificate of intent to dissolve, the corporation shall

 

(a) immediately cause notice thereof to be sent to each known creditor of the corporation;

 

(b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the Director;

 

(c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and

 

(d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.

  

Liquidation

 

(7) À la suite de la délivrance du certificat d’intention de dissolution, la société doit :

 

a) en envoyer immédiatement avis à chaque créancier connu;

 

b) prendre sans délai toute disposition utile pour en donner avis dans chaque province où la société exerçait ses activités commerciales au moment de l’envoi au directeur de la déclaration d’intention de dissolution;

 

c) accomplir tous actes utiles à la dissolution, notamment recouvrer ses biens, disposer des biens non destinés à être répartis en nature entre les actionnaires et honorer ses obligations;

 

d) après avoir donné les avis exigés aux alinéas a) et b) et constitué une provision suffisante pour honorer ses obligations, répartir le reliquat de l’actif, en numéraire ou en nature, entre les actionnaires, selon leurs droits respectifs.

Supervision by court

 

(8) The Director or any interested person may, at any time during the liquidation of a corporation, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and on such application the court may so order and make any further order it thinks fit.

  

Surveillance judiciaire

 

(8) Le tribunal, sur demande présentée à cette fin et au cours de la liquidation par le directeur ou par tout intéressé, peut, par ordonnance, décider que la liquidation sera poursuivie sous sa surveillance conformément à la présente partie, et prendre toute autre mesure pertinente.

Notice to Director

 

(9) An applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

  

Avis au directeur

 

(9) L’intéressé qui présente la demande prévue au présent article doit en donner avis au directeur; celui-ci peut comparaître en personne ou par ministère d’avocat.

Revocation

 

(10) At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Director a statement of revocation of intent to

  

Révocation

 

(10) Le certificat d’intention de dissolution peut, après sa délivrance et avant celle du certificat de dissolution, être révoqué par résolution adoptée conformément au paragraphe (3) et sur envoi au directeur d’une

 

Current to February 11, 2020

  173   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 211-212

  

Articles 211-212

 

 

dissolve in the form that the Director fixes, if such revocation is approved in the same manner as the resolution under subsection (3).

  

déclaration de renonciation à dissolution en la forme établie par lui.

Certificate of revocation of intent to dissolve

 

(11) On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 262.

  

Certificat

 

(11) Sur réception de la déclaration de renonciation à dissolution, le directeur délivre, en conformité avec l’article 262, le certificat à cet effet.

Effect of certificate

 

(12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its business or businesses.

  

Effet du certificat

 

(12) Le certificat de renonciation à dissolution prend effet à la date qui y figure et la société peut dès lors continuer à exercer ses activités commerciales.

Right to dissolve

 

(13) If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution.

  

Droit de dissolution

 

(13) En l’absence de renonciation à dissolution, la société, après avoir observé le paragraphe (7), rédige les clauses régissant la dissolution.

Articles of dissolution

 

(14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

  

Clauses de dissolution

 

(14) Les clauses de dissolution sont envoyées au directeur en la forme établie par lui.

Certificate of dissolution

 

(15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.

  

Certificat de dissolution

 

(15) Sur réception des clauses de dissolution, le directeur délivre un certificat de dissolution en conformité avec l’article 262.

Effect of certificate

 

(16) The corporation ceases to exist on the date shown in the certificate of dissolution.

 

R.S., 1985, c. C-44, s. 211; 2001, c. 14, s. 104.

  

Effet du certificat

 

(16) La société cesse d’exister à la date figurant sur le certificat de dissolution.

 

L.R. (1985), ch. C-44, art. 211; 2001, ch. 14, art. 104.

Dissolution by Director

 

212 (1) Subject to subsections (2) and (3), the Director may

 

(a) dissolve a corporation by issuing a certificate of dissolution under this section if the corporation

 

(i) has not commenced business within three years after the date shown in its certificate of incorporation,

 

(ii) has not carried on its business for three consecutive years,

 

(iii) is in default for a period of one year in sending to the Director any fee, notice or document required by this Act, or

 

(iv) does not have any directors or is in the situation described in subsection 109(4); or

  

Dissolution par le directeur

 

212 (1) Sous réserve des paragraphes (2) et (3), le directeur peut :

 

a) soit dissoudre, par la délivrance du certificat de dissolution prévu au présent article, toute société qui, selon le cas :

 

(i) n’a pas commencé ses opérations dans les trois ans suivant la date figurant sur son certificat de constitution,

 

(ii) n’a pas exercé ses activités commerciales pendant trois ans consécutifs,

 

(iii) omet, pendant un délai d’un an, d’envoyer au directeur les droits, avis ou documents exigés par la présente loi,

 

Current to February 11, 2020

  174   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 212-213

  

Articles 212-213

 

 

(b) apply to a court for an order dissolving the corporation, in which case section 217 applies.

  

(iv) est sans administrateur ou se trouve dans la situation visée au paragraphe 109(4);

 

b) soit demander au tribunal sa dissolution par voie d’ordonnance, auquel cas l’article 217 s’applique.

Publication

 

(2) The Director shall not dissolve a corporation under this section until the Director has

 

(a) given one hundred and twenty days notice of the decision to dissolve the corporation to the corporation and to each director thereof; and

 

(b) published notice of that decision in a publication generally available to the public.

  

Publication

 

(2) Le directeur ne peut dissoudre, en vertu du présent article, une société avant :

 

a) de lui avoir donné, ainsi qu’à chacun de ses administrateurs, un préavis de cent vingt jours de sa décision;

 

b) d’avoir publié un avis de son intention dans une publication destinée au grand public.

Certificate of dissolution

 

(3) Unless cause to the contrary has been shown or an order has been made by a court under section 246, the Director may, after the expiration of the period referred to in subsection (2), issue a certificate of dissolution in the form that the Director fixes.

  

Certificat de dissolution

 

(3) En l’absence d’opposition justifiée ou d’ordonnance rendue en vertu de l’article 246, le directeur peut, à l’expiration du délai visé au paragraphe (2), délivrer le certificat de dissolution en la forme établie par lui.

Exception — non-payment of incorporation fee

 

(3.1) Despite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid.

  

Non-paiement des droits de constitution

 

(3.1) Malgré toute autre disposition du présent article, le directeur peut dissoudre une société par la délivrance du certificat de dissolution lorsque les droits requis pour la délivrance d’un certificat de constitution n’ont pas été payés.

Effect of certificate

 

(4) The corporation ceases to exist on the date shown in the certificate of dissolution.

 

R.S., 1985, c. C-44, s. 212; 1994, c. 24, s. 25; 2001, c. 14, ss. 105, 135(E); 2018, c. 8, s. 29(F).

  

Effet du certificat

 

(4) La société cesse d’exister à la date figurant sur le certificat de dissolution.

 

L.R. (1985), ch. C-44, art. 212; 1994, ch. 24, art. 25; 2001, ch. 14, art. 105 et 135(A); 2018, ch. 8, art. 29(F).

Grounds for dissolution

 

213 (1) The Director or any interested person may apply to a court for an order dissolving a corporation if the corporation has

 

(a) failed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders;

 

(b) contravened subsection 16(2) or section 21, 157 or 159; or

 

(c) procured any certificate under this Act by misrepresentation.

  

Motifs de dissolution

 

213 (1) Le directeur ou tout intéressé peut demander au tribunal de prononcer, par ordonnance, la dissolution de la société qui, selon le cas :

 

a) n’a pas observé pendant au moins deux ans consécutifs les dispositions de la présente loi en matière de tenue des assemblées annuelles;

 

b) a enfreint les dispositions du paragraphe 16(2) ou des articles 21, 157 ou 159;

 

c) a obtenu un certificat sur présentation de faits erronés.

 

Current to February 11, 2020

  175   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 213-214

  

Articles 213-214

 

 

Notice to Director

 

(2) An applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

  

Avis au directeur

 

(2) L’intéressé qui présente la demande prévue au présent article doit en donner avis au directeur; celui-ci peut comparaître en personne ou par ministère d’avocat.

Dissolution order

 

(3) On an application under this section or section 212, the court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the court, and the court may make any other order it thinks fit.

  

Ordonnance de dissolution

 

(3) Sur demande présentée en vertu du présent article ou de l’article 212, le tribunal peut rendre toute ordonnance qu’il estime pertinente et, notamment, prononcer la dissolution de la société ou en prescrire la dissolution et la liquidation sous sa surveillance.

Certificate

 

(4) On receipt of an order under this section, section 212 or 214, the Director shall

 

(a) if the order is to dissolve the corporation, issue a certificate of dissolution in the form that the Director fixes; or

 

(b) if the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.

  

Certificat

 

(4) Sur réception de l’ordonnance visée au présent article ou aux articles 212 ou 214, le directeur délivre, en la forme établie par lui, un certificat :

 

a) de dissolution, s’il s’agit d’une ordonnance à cet effet;

 

b) d’intention de dissolution, s’il s’agit d’une ordonnance de liquidation et de dissolution sous la surveillance du tribunal; il en fait publier un avis dans une publication destinée au grand public.

Effect of certificate

 

(5) The corporation ceases to exist on the date shown in the certificate of dissolution.

 

R.S., 1985, c. C-44, s. 213; 2001, c. 14, s. 106; 2018, c. 8, s. 30(F).

  

Effet du certificat

 

(5) La société cesse d’exister à la date figurant sur le certificat de dissolution.

 

L.R. (1985), ch. C-44, art. 213; 2001, ch. 14, art. 106; 2018, ch. 8, art. 30(F).

Further grounds

 

214 (1) A court may order the liquidation and dissolution of a corporation or any of its affiliated corporations on the application of a shareholder,

 

(a) if the court is satisfied that in respect of a corporation or any of its affiliates

 

(i) any act or omission of the corporation or any of its affiliates effects a result,

 

(ii) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or

 

(iii) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner

 

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer; or

 

(b) if the court is satisfied that

  

Autres motifs

 

214 (1) À la demande d’un actionnaire, le tribunal peut ordonner la liquidation et la dissolution de la société ou de toute autre société de son groupe dans l’un ou l’autre des cas suivants :

 

a) il constate qu’elle abuse des droits de tout détenteur de valeurs mobilières, créancier, administrateur ou dirigeant, ou se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts :

 

(i) soit en raison de son comportement,

 

(ii) soit par la façon dont elle conduit ou a conduit ses activités commerciales ou ses affaires internes,

 

(iii) soit par la façon dont ses administrateurs exercent ou ont exercé leurs pouvoirs;

 

b) il constate :

 

Current to February 11, 2020

  176   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 214-216

  

Articles 214-216

 

 

(i) a unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or

 

(ii) it is just and equitable that the corporation should be liquidated and dissolved.

  

(i) soit la survenance d’un événement qui, selon une convention unanime des actionnaires permet à l’actionnaire mécontent d’exiger la dissolution,

 

(ii) soit le caractère juste et équitable de cette mesure.

Alternative order

 

(2) On an application under this section, a court may make such order under this section or section 241 as it thinks fit.

  

Ordonnance subsidiaire

 

(2) Sur demande présentée en vertu du présent article, le tribunal peut rendre, conformément à cet article ou à l’article 241, toute ordonnance qu’il estime pertinente.

Application of s. 242

 

(3) Section 242 applies to an application under this section.

 

R.S., 1985, c. C-44, s. 214; 2001, c. 14, s. 107(F).

  

Application de l’art. 242

 

(3) L’article 242 s’applique aux demandes visées au présent article.

 

L.R. (1985), ch. C-44, art. 214; 2001, ch. 14, art. 107(F).

Application for supervision

 

215 (1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 211(8) shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution.

  

Demande de surveillance

 

215 (1) La demande de surveillance présentée au tribunal conformément au paragraphe 211(8) doit être motivée, avec l’affidavit du demandeur à l’appui.

Court supervision

 

(2) If a court makes an order applied for under subsection 211(8), the liquidation and dissolution of the corporation shall continue under the supervision of the court in accordance with this Act.

 

1974-75-76, c. 33, s. 208; 1978-79, c. 9, s. 1(F).

  

Surveillance

 

(2) La liquidation et la dissolution doivent se poursuivre, conformément à la présente loi, sous la surveillance du tribunal, si l’ordonnance prévue au paragraphe 211(8) est rendue.

 

1974-75-76, ch. 33, art. 208; 1978-79, ch. 9, art. 1(F).

Application to court

 

216 (1) An application to a court under subsection 214(1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved.

  

Demande au tribunal

 

216 (1) La demande de liquidation et de dissolution visée au paragraphe 214(1) doit être motivée, avec l’affidavit du demandeur à l’appui.

Show cause order

 

(2) On an application under subsection 214(1), the court may make an order requiring the corporation and any person having an interest in the corporation or claim against it to show cause, at a time and place specified in the order, within four weeks after the date of the order, why the corporation should not be liquidated and dissolved.

  

Ordonnance préliminaire

 

(2) Après le dépôt de la demande visée au paragraphe 214(1), le tribunal peut, par ordonnance, requérir la société ainsi que tout intéressé ou créancier d’expliquer, dans les quatre semaines de l’ordonnance et aux lieu, date et heure indiqués, pourquoi la liquidation et la dissolution seraient inopportunes.

Powers of court

 

(3) On an application under subsection 214(1), the court may order the directors and officers of the corporation to furnish the court with all material information known to or reasonably ascertainable by them, including

 

(a) financial statements of the corporation;

  

Pouvoirs du tribunal

 

(3) Après le dépôt de la demande visée au paragraphe 214(1), le tribunal peut ordonner aux administrateurs et dirigeants de lui fournir tous les renseignements pertinents en leur possession ou qu’ils peuvent raisonnablement obtenir, y compris :

 

Current to February 11, 2020

  177   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 216-217

  

Articles 216-217

 

 

(b) the name and address of each shareholder of the corporation; and

 

(c) the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the corporation has a contract.

  

a) les états financiers de la société;

 

b) les noms et adresses des actionnaires;

 

c) les noms et adresses des créanciers ou réclamants connus, y compris ceux qui ont des créances non liquidées, futures ou éventuelles, et des cocontractants de la société.

Publication

 

(4) A copy of an order made under subsection (2) shall be

 

(a) published as directed in the order, at least once in each week before the time appointed for the hearing, in a newspaper published or distributed in the place where the corporation has its registered office; and

 

(b) served on the Director and each person named in the order.

  

Publication

 

(4) L’ordonnance rendue en vertu du paragraphe (2) est à la fois :

 

a) insérée de la manière y indiquée, une fois au moins chaque semaine précédant la date de l’audience, dans un journal publié ou diffusé au lieu du siège social de la société;

 

b) signifiée au directeur et aux personnes y désignées.

Person responsible

 

(5) Publication and service of an order under this section shall be effected by the corporation or by such other person and in such manner as the court may order.

 

R.S., 1985, c. C-44, s. 216; 1999, c. 31, s. 64(E).

  

Personne responsable

 

(5) La publication et la signification des ordonnances visées au présent article sont faites, selon les modalités que prescrit le tribunal, par la société ou la personne qu’il désigne.

 

L.R. (1985), ch. C-44, art. 216; 1999, ch. 31, art. 64(A).

Powers of court

 

217 In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing,

 

(a) an order to liquidate;

 

(b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator;

 

(c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees;

 

(d) an order determining the notice to be given to any interested person, or dispensing with notice to any person;

 

(e) an order determining the validity of any claims made against the corporation;

 

(f) an order, at any stage of the proceedings, restraining the directors and officers from

  

Pouvoirs du tribunal

 

217 À l’occasion de la dissolution ou de la liquidation et de la dissolution, le tribunal peut, s’il constate la capacité de la société de payer ou de constituer une provision pour honorer ses obligations, rendre les ordonnances qu’il estime pertinentes et en vue, notamment :

 

a) de procéder à la liquidation;

 

b) de nommer un liquidateur et d’exiger de lui une garantie, de fixer sa rémunération et de le remplacer;

 

c) de nommer des inspecteurs ou des arbitres, de préciser leurs pouvoirs, de fixer leur rémunération et de les remplacer;

 

d) de décider s’il y a lieu de donner avis aux intéressés ou à toute autre personne;

 

e) de juger de la validité des réclamations faites contre la société;

 

f) d’interdire, à tout stade de la procédure, aux administrateurs et aux dirigeants :

 

(i) soit d’exercer tout ou partie de leurs pouvoirs,

 

Current to February 11, 2020

  178   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Section 217

  

Article 217

 

 

(i) exercising any of their powers, or

 

(ii) collecting or receiving any debt or other property of the corporation, and from paying out or transferring any property of the corporation, except as permitted by the court;

 

(g) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder

 

(i) to the corporation, or

 

(ii) for an obligation of the corporation;

 

(h) an order approving the payment, satisfaction or compromise of claims against the corporation and the retention of assets for such purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the corporation, whether liquidated, unliquidated, future or contingent;

 

(i) an order disposing of or destroying the documents and records of the corporation;

 

(j) on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation;

 

(k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator;

 

(l) subject to section 223, an order approving any proposed interim or final distribution to shareholders in money or in property;

 

(m) an order disposing of any property belonging to creditors or shareholders who cannot be found;

 

(n) on the application of any director, officer, security holder, creditor or the liquidator,

 

(i) an order staying the liquidation on such terms and conditions as the court thinks fit,

 

(ii) an order continuing or discontinuing the liquidation proceedings, or

 

(iii) an order to the liquidator to restore to the corporation all its remaining property; and

 

(o) after the liquidator has rendered a final account to the court, an order dissolving the corporation.

 

R.S., 1985, c. C-44, s. 217; 2001, c. 14, ss. 108, 135(E); 2011, c. 21, s. 62(F).

  

(ii) soit de percevoir toute créance de la société ou de payer, céder ou recevoir tout bien de celle-ci, sauf de la manière autorisée par le tribunal;

 

g) de préciser et de mettre en jeu la responsabilité des administrateurs, dirigeants ou actionnaires ou de leurs prédécesseurs :

 

(i) soit envers la société,

 

(ii) soit envers les tiers pour les obligations de la société;

 

h) d’approuver, en ce qui concerne les dettes de la société, tout paiement, règlement, transaction ou rétention d’éléments d’actif, et de juger si les provisions constituées suffisent à acquitter les obligations de la société, qu’elles soient ou non liquidées, futures ou éventuelles;

 

i) de fixer l’usage qui sera fait des documents et registres de la société ou de les détruire;

 

j) sur demande d’un créancier, des inspecteurs ou du liquidateur, de donner des instructions sur toute question touchant à la liquidation;

 

k) sur avis à tous les intéressés, de décharger le liquidateur de ses manquements, selon les modalités que le tribunal estime pertinentes, et de confirmer ses actes;

 

l) sous réserve de l’article 223, d’approuver tout projet de répartition provisoire ou définitive entre les actionnaires, en numéraire ou en nature;

 

m) de fixer la destination des biens appartenant aux créanciers ou aux actionnaires introuvables;

 

n) sur demande de tout administrateur, dirigeant, détenteur de valeurs mobilières ou créancier ou du liquidateur :

 

(i) de surseoir à la liquidation, selon les modalités que le tribunal estime pertinentes,

 

(ii) de poursuivre ou d’interrompre la procédure de liquidation,

 

(iii) d’enjoindre au liquidateur de restituer à la société le reliquat des biens de celle-ci;

 

o) après la reddition de comptes définitive du liquidateur devant le tribunal, de dissoudre la société.

 

L.R. (1985), ch. C-44, art. 217; 2001, ch. 14, art. 108 et 135(A); 2011, ch. 21, art. 62(F).

 

Current to February 11, 2020

  179   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 218-221

  

Articles 218-221

 

 

Effect of order

 

218 The liquidation of a corporation commences when a court makes an order therefor.

 

1974-75-76, c. 33, s. 211; 1978-79, c. 9, s. 1(F).

  

Effet de l’ordonnance

 

218 La liquidation de la société commence dès que le tribunal rend une ordonnance à cet effet.

 

1974-75-76, ch. 33, art. 211; 1978-79, ch. 9, art. 1(F).

Cessation of business and powers

 

219 (1) If a court makes an order for liquidation of a corporation,

 

(a) the corporation continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and

 

(b) the powers of the directors and shareholders cease and vest in the liquidator, except as specifically authorized by the court.

  

Cessation d’activité et perte de pouvoirs

 

219 (1) À la suite de l’ordonnance de liquidation :

 

a) la société, tout en continuant à exister, cesse d’exercer ses activités commerciales, à l’exception de celles que le liquidateur estime nécessaires au déroulement normal des opérations de la liquidation;

 

b) les pouvoirs des administrateurs et des actionnaires sont dévolus au liquidateur, sauf indication contraire et expresse du tribunal.

Delegation by liquidator

 

(2) The liquidator may delegate any powers vested in the liquidator by paragraph (1)(b) to the directors or shareholders.

 

R.S., 1985, c. C-44, s. 219; 2001, c. 14, s. 135(E).

  

Délégation par le liquidateur

 

(2) Le liquidateur peut déléguer aux administrateurs ou aux actionnaires la totalité ou une partie des pouvoirs qui lui sont dévolus en vertu de l’alinéa (1)b).

 

L.R. (1985), ch. C-44, art. 219; 2001, ch. 14, art. 135(A).

Appointment of liquidator

 

220 (1) When making an order for the liquidation of a corporation or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the corporation or any other body corporate, as liquidator of the corporation.

  

Nomination du liquidateur

 

220 (1) Le tribunal peut, en rendant l’ordonnance de liquidation ou par la suite, nommer en qualité de liquidateur toute personne et notamment l’un des administrateurs, dirigeants ou actionnaires de la société ou une autre personne morale.

Vacancy

 

(2) Where an order for the liquidation of a corporation has been made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the court until the office of liquidator is filled.

 

1974-75-76, c. 33, s. 213; 1978-79, c. 9, ss. 1(F), 67.

  

Vacance

 

(2) Les biens de la société sont placés sous la garde du tribunal durant toute vacance du poste de liquidateur survenant après le prononcé de l’ordonnance de liquidation.

 

1974-75-76, ch. 33, art. 213; 1978-79, ch. 9, art. 1(F) et 67.

Duties of liquidator

 

221 A liquidator shall

 

(a) forthwith after appointment give notice thereof to the Director and to each claimant and creditor known to the liquidator;

 

(b) without delay publish notice by insertion once a week for two consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice of the appointment in each province where the corporation carries on business, requiring any person

  

Obligations du liquidateur

 

221 Le liquidateur doit :

 

a) donner avis, sans délai, de sa nomination au directeur et aux réclamants et créanciers connus de lui;

 

b) insérer sans délai, une fois par semaine pendant deux semaines consécutives, dans un journal publié ou diffusé au lieu du siège social de la société, tout en prenant des mesures raisonnables pour en faire une certaine publicité dans chaque province où la société exerce ses activités commerciales, un avis obligeant :

 

Current to February 11, 2020

  180   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 221-222

  

Articles 221-222

 

 

(i) indebted to the corporation, to render an account and pay to the liquidator at the time and place specified any amount owing,

 

(ii) possessing property of the corporation, to deliver it to the liquidator at the time and place specified, and

 

(iii) having a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than two months after the first publication of the notice;

 

(c) take into custody and control the property of the corporation;

 

(d) open and maintain a trust account for the moneys of the corporation;

 

(e) keep accounts of the moneys of the corporation received and paid out by the liquidator;

 

(f) maintain separate lists of the shareholders, creditors and other persons having claims against the corporation;

 

(g) if at any time the liquidator determines that the corporation is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions;

 

(h) deliver to the court and to the Director, at least once in every twelve month period after appointment or more often as the court may require, financial statements of the corporation in the form required by section 155 or in such other form as the liquidator may think proper or as the court may require; and

 

(i) after the final accounts are approved by the court, distribute any remaining property of the corporation among the shareholders according to their respective rights.

 

R.S., 1985, c. C-44, s. 221; 2001, c. 14, ss. 109, 135(E); 2018, c. 8, s. 31(E).

  

(i) les débiteurs de la société à lui rendre compte et à lui payer leurs dettes, aux date et lieu précisés dans cet avis,

 

(ii) les personnes en possession des biens de la société à les lui remettre aux date et lieu précisés dans l’avis,

 

(iii) les créanciers de la société à lui fournir par écrit un relevé détaillé de leur créance, qu’elle soit ou non liquidée, future ou éventuelle, dans les deux mois de la première publication de l’avis;

 

c) prendre sous sa garde et sous son contrôle tous les biens de la société;

 

d) ouvrir un compte en fiducie pour les fonds de la société;

 

e) tenir une comptabilité des recettes et déboursés de la société;

 

f) tenir des listes distinctes des actionnaires, créanciers et autres réclamants;

 

g) demander des instructions au tribunal après constatation de l’incapacité de la société d’honorer ses obligations ou de constituer une provision suffisante à cette fin;

 

h) remettre, au tribunal ainsi qu’au directeur, au moins une fois tous les douze mois à compter de sa nomination et chaque fois que le tribunal l’ordonne, les états financiers de la société en la forme exigée à l’article 155 ou en telle autre forme jugée pertinente par le liquidateur ou exigée par le tribunal;

 

i) après l’approbation par le tribunal de ses comptes définitifs, répartir le reliquat des biens de la société entre les actionnaires selon leurs droits respectifs.

 

L.R. (1985), ch. C-44, art. 221; 2001, ch. 14, art. 109 et 135(A); 2018, ch. 8, art. 31(A).

Powers of liquidator

 

222 (1) A liquidator may

 

(a) retain lawyers, accountants, engineers, appraisers and other professional advisers;

 

(b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the corporation;

 

(c) carry on the business of the corporation as required for an orderly liquidation;

  

Pouvoirs du liquidateur

 

222 (1) Le liquidateur peut :

 

a) retenir les services de conseillers professionnels, notamment d’avocats, de comptables, d’ingénieurs et d’estimateurs;

 

b) ester en justice, lors de toute procédure civile, pénale ou administrative, pour le compte de la société;

 

c) exercer les activités commerciales de la société dans la mesure nécessaire à la liquidation;

 

Current to February 11, 2020

  181   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 222-223

  

Articles 222-223

 

 

(d) sell by public auction or private sale any property of the corporation;

 

(e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the corporation;

 

(f) borrow money on the security of the property of the corporation;

 

(g) settle or compromise any claims by or against the corporation; and

 

(h) do all other things necessary for the liquidation of the corporation and distribution of its property.

  

d) vendre aux enchères publiques ou de gré à gré tout bien de la société;

 

e) agir et signer des documents au nom de la société;

 

f) contracter des emprunts garantis par les biens de la société;

 

g) transiger sur toutes réclamations mettant en cause la société ou les régler;

 

h) faire tout ce qui est par ailleurs nécessaire à la liquidation et à la répartition des biens de la société.

Due diligence

 

(2) A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

 

(a) financial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or

 

(b) a report of a person whose profession lends credibility to a statement made by the professional person.

  

Défense de diligence raisonnable

 

(2) N’est pas engagée la responsabilité du liquidateur qui a agi avec le soin, la diligence et la compétence dont ferait preuve, en pareilles circonstances, une personne prudente, notamment le fait de s’appuyer de bonne foi sur :

 

a) les états financiers de la société qui, d’après l’un de ses dirigeants ou d’après le rapport écrit du vérificateur, reflètent équitablement sa situation;

 

b) les rapports des personnes dont la profession permet d’accorder foi à leurs déclarations.

Application for examination

 

(3) If a liquidator has reason to believe that any person has in their possession or under their control, or has concealed, withheld or misappropriated any property of the corporation, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined.

  

Demande d’interrogatoire

 

(3) Le liquidateur qui a de bonnes raisons de croire qu’une personne a en sa possession ou sous son contrôle ou a dissimulé, retenu ou détourné des biens de la société peut demander au tribunal de l’obliger, par ordonnance, à comparaître pour interrogatoire aux date, heure et lieu que celle-ci précise.

Power of court

 

(4) If the examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of the corporation, the court may order that person to restore it or pay compensation to the liquidator.

 

R.S., 1985, c. C-44, s. 222; 2001, c. 14, ss. 110, 135(E); 2011, c. 21, s. 63(E).

  

Pouvoirs du tribunal

 

(4) Le tribunal peut ordonner à la personne dont l’interrogatoire visé au paragraphe (3) révèle qu’elle a dissimulé, retenu ou détourné des biens de la société de les restituer au liquidateur ou de lui verser une indemnité compensatoire.

 

L.R. (1985), ch. C-44, art. 222; 2001, ch. 14, art. 110 et 135(A); 2011, ch. 21, art. 63(A).

Costs of liquidation

 

223 (1) A liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay or make adequate provision for all claims against the corporation.

  

Frais de liquidation

 

223 (1) Le liquidateur acquitte les frais de liquidation sur les biens de la société; il acquitte également toutes les dettes de la société ou constitue une provision suffisante à cette fin.

 

Current to February 11, 2020

  182   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Section 223

  

Article 223

 

 

Final accounts

 

(2) Within one year after appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the court

 

(a) for approval of the final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; or

 

(b) for an extension of time, setting out the reasons therefor.

  

Comptes définitifs

 

(2) Dans l’année de sa nomination et après avoir acquitté toutes les dettes de la société ou constitué une provision suffisante à cette fin, le liquidateur demande au tribunal :

 

a) soit d’approuver ses comptes définitifs et de l’autoriser, par ordonnance, à répartir en numéraire ou en nature le reliquat des biens entre les actionnaires selon leurs droits respectifs;

 

b) soit, avec motifs à l’appui, de prolonger son mandat.

Shareholder application

 

(3) If a liquidator fails to make the application required by subsection (2), a shareholder of the corporation may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

  

Demande des actionnaires

 

(3) Tout actionnaire peut demander au tribunal d’obliger, par ordonnance, le liquidateur qui néglige de présenter la demande exigée par le paragraphe (2) à expliquer pourquoi un compte définitif ne peut être dressé et une répartition effectuée.

Publication

 

(4) A liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 217, to each shareholder and to any person who provided a security, fidelity bond or fidelity insurance for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, or as otherwise directed by the court.

  

Publication

 

(4) Le liquidateur doit donner avis de son intention de présenter la demande prévue au paragraphe (2) au directeur, à chaque inspecteur nommé en vertu de l’article 217, à chaque actionnaire et aux personnes ayant fourni une sûreté ou une assurance détournement et vol pour les besoins de la liquidation, et faire insérer cet avis dans un journal publié ou diffusé au lieu du siège social de la société ou le faire connaître par tout autre moyen choisi par le tribunal.

Final order

 

(5) If the court approves the final accounts rendered by a liquidator, the court shall make an order

 

(a) directing the Director to issue a certificate of dissolution;

 

(b) directing the custody or disposal of the documents and records of the corporation; and

 

(c) subject to subsection (6), discharging the liquidator.

  

Ordonnance définitive

 

(5) Le tribunal, s’il approuve les comptes définitifs du liquidateur, doit, par ordonnance :

 

a) demander au directeur de délivrer un certificat de dissolution;

 

b) donner des instructions quant à la garde des documents et des livres de la société et à l’usage qui en sera fait;

 

c) sous réserve du paragraphe (6), le libérer.

Delivery of order

 

(6) The liquidator shall forthwith send a certified copy of the order referred to in subsection (5) to the Director.

  

Copie

 

(6) Le liquidateur doit, sans délai, envoyer au directeur une copie certifiée de l’ordonnance visée au paragraphe (5).

Certificate of dissolution

 

(7) On receipt of the order referred to in subsection (5), the Director shall issue a certificate of dissolution in accordance with section 262.

  

Certificat de dissolution

 

(7) Sur réception de l’ordonnance visée au paragraphe (5), le directeur délivre un certificat de dissolution en conformité avec l’article 262.

 

Current to February 11, 2020

  183   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 223-226

  

Articles 223-226

 

 

Effect of certificate

 

(8) The corporation ceases to exist on the date shown in the certificate of dissolution.

 

R.S., 1985, c. C-44, s. 223; 2001, c. 14, ss. 111(E), 135(E); 2011, c. 21, s. 64.

  

Effet du certificat

 

(8) La société cesse d’exister à la date figurant sur le certificat de dissolution.

 

L.R. (1985), ch. C-44, art. 223; 2001, ch. 14, art. 111(A) et 135(A); 2011, ch. 21, art. 64.

Right to distribution in money

 

224 (1) If in the course of liquidation of a corporation the shareholders resolve or the liquidator proposes to

 

(a) exchange all or substantially all the property of the corporation for securities of another body corporate that are to be distributed to the shareholders, or

 

(b) distribute all or part of the property of the corporation to the shareholders in kind,

 

a shareholder may apply to the court for an order requiring the distribution of the property of the corporation to be in money.

  

Droit à la répartition en numéraire

 

224 (1) Si, au cours de la liquidation, les actionnaires décident, par résolution, ou si le liquidateur propose :

 

a) soit d’échanger la totalité ou la quasi-totalité des biens de la société contre des valeurs mobilières d’une autre personne morale à répartir entre les actionnaires;

 

b) soit de répartir tout ou partie des biens de la société, en nature, entre les actionnaires,

 

tout actionnaire peut demander au tribunal d’imposer, par ordonnance, la répartition en numéraire des biens de la société.

Powers of court

 

(2) On an application under subsection (1), the court may order

 

(a) all the property of the corporation to be converted into and distributed in money; or

 

(b) the claims of any shareholder applying under this section to be satisfied by a distribution in money, in which case subsections 190(20) to (22) apply.

 

1974-75-76, c. 33, s. 217; 1978-79, c. 9, s. 1(F).

  

Pouvoirs du tribunal

 

(2) Sur demande présentée en vertu du paragraphe (1), le tribunal peut ordonner :

 

a) soit la réalisation de tous les biens de la société et la répartition du produit;

 

b) soit le règlement en numéraire des créances des actionnaires qui en font la demande en vertu du présent article, auquel cas les paragraphes 190(20) à (22) s’appliquent.

 

1974-75-76, ch. 33, art. 217; 1978-79, ch. 9, art. 1(F).

Custody of records

 

225 (1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce such documents and records for six years following the date of its dissolution or until the expiration of such other shorter period as may be ordered under subsection 223(5).

  

Garde des documents

 

225 (1) La personne qui s’est vu confier la garde des documents et livres d’une société dissoute peut être tenue de les produire jusqu’à la date fixée dans l’ordonnance rendue en vertu du paragraphe 223(5) et, au maximum, dans les six ans suivant la date de la dissolution.

Offence

 

(2) A person who, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

 

1974-75-76, c. 33, s. 218; 1978-79, c. 9, s. 1(F).

  

Infraction

 

(2) La personne qui, sans motif raisonnable, contrevient au paragraphe (1) commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

 

1974-75-76, ch. 33, art. 218; 1978-79, ch. 9, art. 1(F).

Definition of shareholder

 

226 (1) In this section, shareholder includes the heirs and personal representatives of a shareholder.

  

Définition de actionnaire

 

226 (1) Au présent article, actionnaire s’entend notamment des héritiers et des représentants personnels de l’actionnaire.

 

Current to February 11, 2020

  184   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Section 226

  

Article 226

 

 

Continuation of actions

 

(2) Notwithstanding the dissolution of a body corporate under this Act,

 

(a) a civil, criminal or administrative action or proceeding commenced by or against the body corporate before its dissolution may be continued as if the body corporate had not been dissolved;

 

(b) a civil, criminal or administrative action or proceeding may be brought against the body corporate within two years after its dissolution as if the body corporate had not been dissolved; and

 

(c) any property that would have been available to satisfy any judgment or order if the body corporate had not been dissolved remains available for such purpose.

  

Continuation des actions

 

(2) Nonobstant la dissolution d’une personne morale conformément à la présente loi :

 

a) les procédures civiles, pénales ou administratives intentées par ou contre elle avant sa dissolution peuvent être poursuivies comme si la dissolution n’avait pas eu lieu;

 

b) dans les deux ans suivant la dissolution, des procédures civiles, pénales ou administratives peuvent être intentées contre la personne morale comme si elle n’avait pas été dissoute;

 

c) les biens qui auraient servi à satisfaire tout jugement ou ordonnance, à défaut de la dissolution, demeurent disponibles à cette fin.

Service

 

(3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person shown in the last notice filed under section 106 or 113.

  

Signification

 

(3) Après la dissolution, la signification des documents peut se faire à toute personne figurant sur la dernière liste enregistrée conformément aux articles 106 ou 113.

Idem

 

(3.1) Service of a document on a company to which the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applied that has been dissolved by subsection 261(8) of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76 and chapter 9 of the Statutes of Canada, 1978-79, may be effected by serving the document on a person shown as a director in the last annual summary filed by the company pursuant to the Canada Corporations Act.

  

Idem

 

(3.1) La signification des documents à une compagnie qui était régie par la Loi sur les corporations canadiennes, chapitre C-32 des Statuts revisés du Canada de 1970, et qui a été dissoute par suite de l’application du paragraphe 261(8) de la Loi sur les sociétés commerciales canadiennes, chapitre 33 des Statuts du Canada de 1974-75-76 et chapitre 9 des Statuts du Canada de 1978-79, peut se faire à toute personne figurant comme dirigeant dans le dernier sommaire déposé par la compagnie conformément à la Loi sur les corporations canadiennes.

Reimbursement

 

(4) Notwithstanding the dissolution of a body corporate under this Act, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder on such distribution, and an action to enforce such liability may be brought within two years after the date of the dissolution of the body corporate.

  

Remboursement

 

(4) Nonobstant la dissolution d’une personne morale, conformément à la présente loi, les actionnaires entre lesquels sont répartis les biens engagent leur responsabilité, à concurrence de la somme reçue, envers toute personne invoquant le paragraphe (2), toute action en recouvrement pouvant alors être engagée dans les deux ans suivant la dissolution.

Representative action

 

(5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who may

  

Action en justice collective

 

(5) Le tribunal peut ordonner que soit intentée, collectivement contre les actionnaires, l’action visée au paragraphe (4), sous réserve des conditions qu’il juge pertinentes, et peut, si le demandeur établit le bien-fondé de sa demande, renvoyer l’affaire devant un arbitre ou un autre officier de justice qui a le pouvoir :

 

Current to February 11, 2020

  185   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 226-228

  

Articles 226-228

 

 

(a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;

 

(b) determine, subject to subsection (4), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and

 

(c) direct payment of the amounts so determined.

 

R.S., 1985, c. C-44, s. 226; 1992, c. 1, s. 57; 2001, c. 14, ss. 112, 135(E); 2011, c. 21, s. 65(F).

  

a) de joindre comme partie à l’instance chaque ancien actionnaire retrouvé par le demandeur;

 

b) de déterminer, sous réserve du paragraphe (4), la part que chaque ancien actionnaire doit verser pour dédommager le demandeur;

 

c) d’ordonner le versement des sommes déterminées.

 

L.R. (1985), ch. C-44, art. 226; 1992, ch. 1, art. 57; 2001, ch. 14, art. 112 et 135(A); 2011, ch. 21, art. 65(F).

Unknown claimants

 

227 (1) On the dissolution of a body corporate under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Receiver General.

  

Créanciers inconnus

 

227 (1) La partie des biens à remettre, par suite de la dissolution d’une personne morale en vertu de la présente loi, à tout créancier ou actionnaire introuvable doit être réalisée en numéraire et le produit versé au receveur général.

Constructive satisfaction

 

(2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or shareholder.

  

Dédommagement

 

(2) Le versement prévu au paragraphe (1) est réputé régler le créancier ou dédommager l’actionnaire.

Recovery

 

(3) A person who establishes an entitlement to any moneys paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund.

 

R.S., 1985, c. C-44, s. 227; 2001, c. 14, s. 135(E).

  

Recouvrement

 

(3) Le receveur général doit verser, sur le Trésor, une somme égale à celle qu’il a reçue, à toute personne qui la réclame à bon droit selon la présente loi.

 

L.R. (1985), ch. C-44, art. 227; 2001, ch. 14, art. 135(A).

Vesting in Crown

 

228 (1) Subject to subsection 226(2) and section 227, property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada.

  

Dévolution à la Couronne

 

228 (1) Sous réserve du paragraphe 226(2) et de l’article 227, les biens dont il n’a pas été disposé à la date de la dissolution d’une personne morale en vertu de la présente loi sont dévolus à Sa Majesté du chef du Canada.

Return of property on revival

 

(2) If a body corporate is revived as a corporation under section 209, any property, other than money, that vested in Her Majesty pursuant to subsection (1), that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Revenue Fund

 

(a) an amount equal to any money received by Her Majesty pursuant to subsection (1); and

 

(b) where property other than money vested in Her Majesty pursuant to subsection (1) and that property has been disposed of, an amount equal to the lesser of

 

(i) the value of any such property at the date it vested in Her Majesty, and

  

Restitution des biens

 

(2) Les biens dévolus à Sa Majesté conformément au paragraphe (1) et dont il n’a pas été disposé, à l’exclusion des sommes d’argent, sont restitués à la personne morale reconstituée en société en vertu de l’article 209; lui sont versées, sur le Trésor :

 

a) une somme égale à celles qu’a reçues Sa Majesté conformément au paragraphe (1);

 

b) en cas de disposition de biens autres qu’en numéraire dévolus à Sa Majesté conformément au paragraphe (1), une somme égale au moins élevé des montants suivants :

 

(i) la valeur de ces biens à la date de leur dévolution,

 

Current to February 11, 2020

  186   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XVIII Liquidation and Dissolution

  

PARTIE XVIII Liquidation et dissolution

Sections 228-229

  

Articles 228-229

 

 

(ii) the amount realized by Her Majesty from the disposition of that property.

 

1974-75-76, c. 33, s. 221; 1978-79, c. 9, ss. 1(F), 70.

  

(ii) le produit tiré par Sa Majesté de cette disposition.

 

1974-75-76, ch. 33, art. 221; 1978-79, ch. 9, art. 1(F) et 70.

PART XIX

  

PARTIE XIX

Investigation

  

Enquêtes

Investigation

 

229 (1) A security holder or the Director may apply, ex parte or on such notice as the court may require, to a court having jurisdiction in the place where the corporation has its registered office for an order directing an investigation to be made of the corporation and any of its affiliated corporations.

  

Enquête

 

229 (1) Tout détenteur de valeurs mobilières ou le directeur peut demander au tribunal du ressort du siège social de la société, ex parte ou après avoir donné l’avis que celui-ci peut exiger, d’ordonner la tenue d’une enquête sur la société et sur toute société du même groupe.

Grounds

 

(2) If, on an application under subsection (1), it appears to the court that

 

(a) the business of the corporation or any of its affiliates is or has been carried on with intent to defraud any person,

 

(b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder,

 

(c) the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose, or

 

(d) persons concerned with the formation, business or affairs of the corporation or any of its affiliates have in connection therewith acted fraudulently or dishonestly,

 

the court may order an investigation to be made of the corporation and any of its affiliated corporations.

  

Motifs

 

(2) Le tribunal peut ordonner la tenue de l’enquête demandée conformément au paragraphe (1), s’il lui paraît établi, selon le cas :

 

a) que la société ou des sociétés de son groupe exercent ou ont exercé leurs activités commerciales avec une intention de fraude;

 

b) que la société ou toute autre société de son groupe, soit par la façon dont elle conduit ou a conduit ses activités commerciales ou ses affaires internes, soit par la façon dont ses administrateurs exercent ou ont exercé leurs pouvoirs, abuse des droits des détenteurs de valeurs mobilières ou se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts;

 

c) que la constitution ou la dissolution soit de la société soit des sociétés de son groupe répond à un but frauduleux ou illégal;

 

d) que des personnes ont commis des actes frauduleux ou malhonnêtes en participant à la constitution soit de la société soit de sociétés du même groupe, ou dans la conduite de leurs activités commerciales ou de leurs affaires internes.

Notice to Director

 

(3) A security holder who makes an application under subsection (1) shall give the Director reasonable notice thereof and the Director is entitled to appear and be heard in person or by counsel.

  

Avis au directeur

 

(3) Le détenteur de valeurs mobilières qui présente une demande conformément au paragraphe (1) doit en donner, dans un délai raisonnable, avis au directeur; celui-ci peut comparaître en personne ou par ministère d’avocat.

 

Current to February 11, 2020

  187   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX Investigation

  

PARTIE XIX Enquêtes

Sections 229-230

  

Articles 229-230

 

 

No security for costs

 

(4) An applicant under this section is not required to give security for costs.

  

Pas de cautionnement pour frais

 

(4) La personne qui intente une action en vertu du présent article n’est pas tenue de fournir de cautionnement pour les frais.

Hearings in camera

 

(5) An ex parte application under this section shall be heard in camera.

  

Audiences à huis clos

 

(5) La demande ex parte, faite en vertu du présent article, est entendue à huis clos.

Consent to publish proceedings required

 

(6) No person may publish anything relating to ex parte proceedings under this section except with the authorization of the court or the written consent of the corporation being investigated.

 

R.S., 1985, c. C-44, s. 229; 2001, c. 14, ss. 113(F), 135(E).

  

Publication interdite, sauf autorisation préalable

 

(6) Toute publication, relative aux procédures ex parte intentées en vertu du présent article, est interdite sauf autorisation du tribunal ou consentement écrit de la société faisant l’objet de l’enquête.

 

L.R. (1985), ch. C-44, art. 229; 2001, ch. 14, art. 113(F) et 135(A).

Powers of court

 

230 (1) In connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing,

 

(a)   an order to investigate;

 

(b) an order appointing an inspector, who may be the Director, fixing the remuneration of an inspector, and replacing an inspector;

 

(c) an order determining the notice to be given to any interested person, or dispensing with notice to any person;

 

(d) an order authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine any thing and make copies of any document or record found on the premises;

 

(e) an order requiring any person to produce documents or records to the inspector;

 

(f) an order authorizing an inspector to conduct a hearing, administer oaths, and examine any person on oath, and prescribing rules for the conduct of the hearing;

 

(g) an order requiring any person to attend a hearing conducted by an inspector and to give evidence on oath;

 

(h) an order giving directions to an inspector or any interested person on any matter arising in the investigation;

 

(i) an order requiring an inspector to make an interim or final report to the court;

  

Pouvoirs du tribunal

 

230 (1) Dans le cadre de l’enquête prévue à la présente partie, le tribunal peut rendre toute ordonnance qu’il estime pertinente en vue, notamment :

 

a) de procéder à l’enquête;

 

b) de nommer un inspecteur, qui peut être le directeur, de fixer sa rémunération et de le remplacer;

 

c) de décider s’il y a lieu de donner avis aux intéressés ou à toute autre personne;

 

d) d’autoriser l’inspecteur à visiter les lieux où, selon le tribunal, il peut puiser des renseignements pertinents, ainsi qu’à examiner toute chose et prendre copie de tout document ou livre qu’il y trouve;

 

e) de requérir la production à l’inspecteur de documents ou de livres;

 

f) d’autoriser l’inspecteur à tenir une audition, à faire prêter serment et à interroger sous serment, ainsi que de préciser les règles régissant l’audition;

 

g) de citer toute personne à l’audition tenue par l’inspecteur, pour y déposer sous serment;

 

h) de donner des instructions à l’inspecteur ou à tout intéressé sur toute question relevant de l’enquête;

 

i) de demander à l’inspecteur de faire au tribunal un rapport provisoire ou définitif;

 

j) de statuer sur l’opportunité de la publication du rapport de l’inspecteur et, dans l’affirmative, de demander au directeur de le publier intégralement ou en partie ou d’en envoyer copie à toute personne désignée par le tribunal;

 

Current to February 11, 2020

  188   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX Investigation

  

PARTIE XIX Enquêtes

Sections 230-233

  

Articles 230-233

 

 

(j) an order determining whether a report of an inspector should be published and, if so, ordering the Director to publish the report in whole or in part or to send copies to any person the court designates;

 

(k) an order requiring an inspector to discontinue an investigation; and

 

(l) an order requiring the corporation to pay the costs of the investigation.

  

k)  d’arrêter l’enquête;

 

l)   d’enjoindre à la société de payer les frais de l’enquête.

Copy of report

 

(2) An inspector shall send to the Director a copy of every report made by the inspector under this Part.

 

1974-75-76, c. 33, s. 223; 1978-79, c. 9, ss. 1(F), 72.

  

Copie du rapport

 

(2) L’inspecteur doit envoyer au directeur une copie de tout rapport qu’il établit en vertu de la présente partie.

 

1974-75-76, ch. 33, art. 223; 1978-79, ch. 9, art. 1(F) et 72.

Power of inspector

 

231 (1) An inspector under this Part has the powers set out in the order appointing him.

  

Pouvoirs de l’inspecteur

 

231 (1) L’inspecteur visé par la présente partie a les pouvoirs précisés dans son ordonnance de nomination.

Exchange of information

 

(2) In addition to the powers set out in the order appointing him, an inspector appointed to investigate a corporation may furnish to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 229(2).

  

Échange de renseignements

 

(2) Outre les pouvoirs précisés dans son ordonnance de nomination, l’inspecteur nommé pour enquêter sur une société peut fournir aux fonctionnaires canadiens ou étrangers ou échanger des renseignements et collaborer de toute autre manière avec eux, s’ils sont investis de pouvoirs d’enquête et qu’ils mènent, sur la société, une enquête à propos de toute allégation faisant état d’une conduite répréhensible analogue à celles visées au paragraphe 229(2).

Court order

 

(3) An inspector shall on request produce to an interested person a copy of any order made under subsection 230(1).

 

1974-75-76, c. 33, s. 224; 1978-79, c. 9, ss. 1(F), 73.

  

Ordonnance du tribunal

 

(3) L’inspecteur doit, sur demande, remettre à tout intéressé copie de toute ordonnance rendue en vertu du paragraphe 230(1).

 

1974-75-76, ch. 33, art. 224; 1978-79, ch. 9, art. 1(F) et 73.

Hearing in camera

 

232 (1) Any interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in camera and for directions on any matter arising in the investigation.

  

Audition à huis clos

 

232 (1) Tout intéressé peut demander au tribunal d’ordonner la tenue à huis clos de l’audition prévue à la présente partie, ainsi que des instructions sur toute question relevant de l’enquête.

Right to counsel

 

(2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.

 

1974-75-76, c. 33, s. 225; 1978-79, c. 9, s. 1(F).

  

Représentation

 

(2) La personne dont la conduite fait l’objet de l’enquête ou qui est interrogée lors de l’audition prévue à la présente partie peut se faire représenter par avocat.

 

1974-75-76, ch. 33, art. 225; 1978-79, ch. 9, art. 1(F).

Criminating statements

 

233 No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate that person or subject that person to

  

Incrimination

 

233 Toute personne, tenue par la présente partie de se présenter, de témoigner devant un inspecteur ou de lui remettre des documents et des livres ne peut en être dispensée pour le seul motif que son témoignage peut

 

Current to February 11, 2020

  189   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX Investigation

  

PARTIE XIX Enquêtes

Sections 233-235

  

Articles 233-235

 

 

any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding thereafter instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of the Criminal Code in respect of the evidence.

 

R.S., 1985, c. C-44, s. 233; R.S., 1985, c. 27 (1st Supp.), s. 187.

  

entraîner son inculpation ou la rendre passible de poursuites ou de sanctions; cependant, ce témoignage ne peut être invoqué et est irrecevable contre elle dans les poursuites qui lui sont intentées par la suite en vertu d’une loi fédérale, à l’exception de celles intentées en application de l’article 132 du Code criminel pour parjure dans le cadre de ce témoignage ou de l’article 136 du Code criminel à l’égard de ce témoignage.

 

L.R. (1985), ch. C-44, art. 233; L.R. (1985), ch. 27 (1er suppl.), art. 187.

Absolute privilege (defamation)

 

234 Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.

 

1974-75-76, c. 33, s. 227; 1978-79, c. 9, s. 1(F).

  

Immunité absolue (diffamation)

 

234 Les personnes, notamment les inspecteurs, qui font des déclarations orales ou écrites et des rapports au cours de l’enquête prévue par la présente partie jouissent d’une immunité absolue.

 

1974-75-76, ch. 33, art. 227; 1978-79, ch. 9, art. 1(F).

Information respecting ownership and control

 

235 (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designates

 

(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and

 

(b) the names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf.

  

Renseignements concernant la propriété et le contrôle des valeurs mobilières

 

235 (1) S’il est convaincu, pour l’application des parties XI, XIII ou XVII ou de tout règlement d’application de l’article 174, de la nécessité d’enquêter sur la propriété ou le contrôle de valeurs mobilières d’une société ou de sociétés de son groupe, le directeur peut demander à toute personne dont il a de bonnes raisons de croire qu’elle détient ou a détenu un droit ou intérêt sur ces valeurs, ou agit ou a agi pour le compte de telle personne de lui fournir ou de fournir à la personne qu’il désigne:

 

a) les renseignements qu’elle est normalement susceptible d’obtenir sur les droits ou intérêts présents et passés détenus sur ces valeurs;

 

b) les nom et adresse des personnes détenant ou ayant détenu de tels droits ou intérêts et de celles qui agissent ou ont agi pour le compte de telles personnes.

Presumption

 

(2) For the purposes of subsection (1), a person is deemed to have an interest or right in a security if

 

(a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it;

 

(b) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; or

 

(c) any other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.

  

Présomption

 

(2) Pour l’application du paragraphe (1), est réputée détenir un droit ou intérêt sur une valeur mobilière la personne, selon le cas :

 

a) qui a droit de vote ou le droit de négocier cette valeur ou qui a un droit ou intérêt sur celle-ci;

 

b) dont le consentement est nécessaire à l’exercice des droits ou privilèges de toute autre personne détenant un droit ou intérêt sur cette valeur;

 

c) qui donne des instructions selon lesquelles d’autres personnes détenant un droit ou intérêt sur cette valeur peuvent être obligées ou ont l’habitude d’exercer les droits ou privilèges dont elle est assortie.

 

Current to February 11, 2020

  190   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX Investigation

  

PARTIE XIX Enquêtes

Sections 235-237

  

Articles 235-237

 

 

Publication

 

(3) The Director shall publish in a publication generally available to the public the particulars of information obtained by the Director under this section, if the particulars

 

(a) are required to be disclosed by this Act or the regulations; and

 

(b) have not previously been so disclosed.

  

Publication

 

(3) Le directeur publie dans une publication destinée au grand public les renseignements qu’il a obtenus en vertu du présent article lorsque les conditions ci-après sont réunies :

 

a)  la présente loi ou les règlements l’exigent;

 

b)  ils ne l’ont pas été précédemment.

Offence

 

(4) A person who fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

  

Infraction

 

(4) La personne qui contrevient au présent article commet une infraction et encourt, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

Officers, etc., of bodies corporate

 

(5) Where a body corporate commits an offence under subsection (4), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

 

R.S., 1985, c. C-44, s. 235; 2001, c. 14, ss. 114, 135(E); 2011, c. 21, s. 66; 2018, c. 8, s. 33(F).

  

Personnes morales et leurs dirigeants, etc.

 

(5) En cas de perpétration par une personne morale d’une infraction visée au paragraphe (4), ceux de ses administrateurs ou dirigeants qui y ont sciemment donné leur autorisation, leur permission ou leur acquiescement sont considérés comme des coauteurs de l’infraction et encourent, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines, que la personne morale ait été ou non poursuivie ou déclarée coupable.

 

L.R. (1985), ch. C-44, art. 235; 2001, ch. 14, art. 114 et 135(A); 2011, ch. 21, art. 66; 2018, ch. 8, art. 33(F).

Solicitor-client privilege or professional secrecy

 

236 Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.

 

R.S., 1985, c. C-44, s. 236; 2001, c. 14, s. 135(E); 2011, c. 21, s. 67.

  

Secret professionnel

 

236 La présente partie n’a pas pour effet de porter atteinte au secret professionnel de l’avocat ou du notaire.

 

L.R. (1985), ch. C-44, art. 236; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 67.

Inquiries

 

237 The Director may make inquiries of any person relating to compliance with this Act.

 

1974-75-76, c. 33, s. 230; 1978-79, c. 9, s. 1(F).

  

Enquêtes

 

237 Le directeur peut, à l’égard de toute personne, procéder à toute enquête dans le cadre de l’application de la présente loi.

 

1974-75-76, ch. 33, art. 230; 1978-79, ch. 9, art. 1(F).

 

Current to February 11, 2020

  191   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX.1 Apportioning Award of Damages

  

PARTIE XIX.1 Répartition de l’indemnité

Section 237.1

  

Article 237.1

 

 

PART XIX.1   

PARTIE XIX.1

Apportioning Award of Damages    Répartition de l’indemnité
Interpretation and Application    Définitions et champ d’application

Definitions

 

237.1 The definitions in this section apply in this Part.

 

financial interest, with respect to a corporation, includes

 

(a) a security;

 

(b) a title to or an interest in capital, assets, property, profits, earnings or royalties;

 

(c) an option or other interest in, or a subscription to, a security;

 

(d) an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets;

 

(e) an agreement providing that money received will be repaid or treated as a subscription for shares, units or interests at the option of any person or the corporation;

 

(f) a profit-sharing agreement or certificate;

 

(g) a lease, claim or royalty in oil, natural gas or mining, or an interest in the lease, claim or royalty;

 

(h) an income or annuity contract that is not issued by an insurance company governed by an Act of Parliament or a law of a province;

 

(i) an investment contract; and

 

(j) anything that is prescribed to be a financial interest. (intérêt financier)

 

financial loss means a financial loss arising out of an error, omission or misstatement in financial information concerning a corporation that is required under this Act or the regulations. (perte financière)

 

third party includes any subsequent party that is joined in proceedings before a court. (Version anglaise seulement)

 

2001, c. 14, s. 115.

  

Définitions

 

237.1 Les définitions qui suivent s’appliquent à la présente partie.

 

intérêt financier Relativement à une société, s’entend notamment :

 

a) de valeurs mobilières;

 

b) de titres sur un capital, un actif, des biens, des profits, des gains ou des redevances, ou d’intérêts dans ceux-ci;

 

c) d’une option sur une valeur mobilière, d’une souscription d’une valeur mobilière ou d’un autre intérêt dans une valeur mobilière;

 

d) d’une convention en vertu de laquelle l’intérêt de l’acheteur est évalué, aux fins de conversion ou de rachat, en fonction de la valeur d’un intérêt proportionnel dans un portefeuille déterminé d’éléments d’actif;

 

e) d’une convention qui prévoit que l’argent reçu sera remboursé ou considéré comme une souscription d’actions, de parts ou d’intérêts au choix de toute personne ou de la société;

 

f) d’une convention ou d’un certificat de participation aux bénéfices;

 

g) d’un bail, d’une concession ou de redevances portant sur du minerai, du pétrole ou du gaz naturel ou d’un intérêt dans ceux-ci;

 

h) d’un contrat assurant le paiement d’un revenu ou d’une rente n’ayant pas été établi par une société d’assurances régie par une loi fédérale ou provinciale;

 

i) d’un contrat d’investissement;

 

j) de tout ce qui peut être prévu comme tel par règlement. (financial interest)

 

perte financière Perte financière découlant d’une omission, inexactitude ou erreur dans des renseignements financiers exigés relativement à une

 

Current to February 11, 2020

  192   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX.1 Apportioning Award of Damages

  

PARTIE XIX.1 Répartition de l’indemnité

Interpretation and Application

  

Définitions et champ d’application

Sections 237.1-237.3

  

Articles 237.1-237.3

 

 

  

degree société en vertu de la présente loi ou de ses règlements. (financial loss)

 

2001, ch. 14, art. 115.

Application of Part

 

237.2 (1) This Part applies to the apportionment of damages awarded to a plaintiff for financial loss after a court has found more than one defendant or third party responsible for the financial loss.

  

Champ d’application

 

237.2 (1) La présente partie régit la répartition d’une indemnité accordée à un demandeur pour une perte financière après qu’un tribunal a déclaré plus d’un défendeur ou mis en cause responsable de celle-ci.

Non-application of Part

 

(2) This Part does not apply to an award of damages to any of the following plaintiffs:

 

(a) Her Majesty in right of Canada or of a province;

 

(b) an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments;

 

(c) a charitable organization, private foundation or public foundation within the meaning of subsection 149.1(1) of the Income Tax Act; or

 

(d) an unsecured creditor in respect of goods or services that the creditor provided to a corporation.

 

2001, c. 14, s. 115.

  

Non-application

 

(2) La présente partie ne s’applique pas dans le cas où l’indemnité est accordée aux demandeurs suivants :

 

a) Sa Majesté du chef du Canada ou d’une province;

 

b) un de ses mandataires ou une société d’État ou un organisme gouvernemental, fédéral ou provincial, sauf si une partie importante de leurs activités a trait au commerce des valeurs mobilières ou autres instruments financiers, notamment les placements portant sur ceux-ci;

 

c) une fondation privée ou publique ou une œuvre de bienfaisance au sens du paragraphe 149.1(1) de la Loi de l’impôt sur le revenu;

 

d) un créancier non garanti dans le cadre de la fourniture de biens ou de services à une société.

 

2001, ch. 14, art. 115.

Apportionment of Damages    Répartition de l’indemnité

Degree of responsibility

 

237.3 (1) Subject to this section and sections 237.4 to 237.6, every defendant or third party who has been found responsible for a financial loss is liable to the plaintiff only for the portion of the damages that corresponds to their degree of responsibility for the loss.

  

Degré de responsabilité

 

237.3 (1) Sous réserve des autres dispositions du présent article et des articles 237.4 à 237.6, les défendeurs ou mis en cause déclarés responsables d’une perte financière ne sont tenus d’indemniser le demandeur qu’à concurrence de la somme correspondant à leur degré de responsabilité.

Uncollectable amounts

 

(2) If any part of the damages awarded against a responsible defendant or third party is uncollectable, the court may, on the application of the plaintiff, reallocate that amount to the other responsible defendants or third parties, if the application is made within one year after the date that the judgment was made enforceable.

  

Nouvelle répartition

 

(2) S’il s’avère impossible de recouvrer une partie de l’indemnité due par un défendeur ou mis en cause responsable, le tribunal peut, sur requête faite par le demandeur dans l’année suivant la date où le jugement devient exécutoire, répartir celle-ci entre les autres défendeurs ou mis en cause responsables.

Reallocation

 

(3) The amount that may be reallocated to each of the other responsible defendants or third parties under subsection (2) is calculated by multiplying the uncollectable amount by the percentage that corresponds to the

  

Calcul

 

(3) La somme additionnelle pouvant être attribuée à chacun des autres défendeurs ou mis en cause responsables en vertu du paragraphe (2) est égale au produit du pourcentage correspondant au degré de

 

Current to February 11, 2020

  193   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX.1 Apportioning Award of Damages

  

PARTIE XIX.1 Répartition de l’indemnité

Apportionment of Damages

  

Répartition de l’indemnité

Sections 237.3-237.5

  

Articles 237.3-237.5

 

 

of responsibility of that defendant or third party for the total financial loss.

  

responsabilité de chacun par le montant de l’indemnité non recouvrable.

Maximum amount

 

(4) The maximum amount determined under subsection (3), in respect of any responsible defendant or third party, may not be more than fifty per cent of the amount originally awarded against that responsible defendant or third party.

 

2001, c. 14, s. 115.

  

Plafond

 

(4) La somme calculée en vertu du paragraphe (3) ne peut, relativement à tout défendeur ou mis en cause responsable, être supérieure à cinquante pour cent de la somme initiale pour laquelle il a été tenu responsable.

 

2001, ch. 14, art. 115.

Exception — fraud

 

237.4 (1) The plaintiff may recover the whole amount of the damages awarded by the court from any defendant or third party who has been held responsible for a financial loss if it was established that the defendant or third party acted fraudulently or dishonestly.

  

Fraude

 

237.4 (1) La totalité du montant de l’indemnité accordée par le tribunal peut être recouvrée auprès de tout défendeur ou mis en cause déclaré responsable s’il est établi que celui-ci s’est livré à des actes frauduleux ou malhonnêtes relativement à la perte financière en cause.

Contribution

 

(2) The defendant or third party referred to in subsection (1) is entitled to claim contribution from any other defendant or third party who is held responsible for the loss.

 

2001, c. 14, s. 115.

  

Réclamation

 

(2) Le défendeur ou mis en cause visé au paragraphe (1) peut réclamer à chacun des autres défendeurs ou mis en cause déclarés responsables sa part de l’indemnité.

 

2001, ch. 14, art. 115.

Joint and Several, or Solidary, Liability    Responsabilité solidaire

Individual or personal body corporate

 

237.5 (1) Defendants and third parties referred to in subsection 237.2(1) are jointly and severally, or solidarily, liable for the damages awarded to a plaintiff who is an individual or a personal body corporate and who

 

(a) had a financial interest in a corporation on the day that an error, omission or misstatement in financial information concerning the corporation occurred, or acquired a financial interest in the period between the day that the error, omission or misstatement occurred and the day, as determined by the court, that it was generally disclosed; and

 

(b) has established that the value of the plaintiff’s total financial interest in the corporation was not more than the prescribed amount at the close of business on the day that the error, omission or misstatement occurred or at the close of business on any day that the plaintiff acquired a financial interest in the period referred to in paragraph (a).

  

Particulier ou personne morale privée

 

237.5 (1) Les défendeurs et mis en cause visés au paragraphe 237.2(1) sont solidairement responsables de l’indemnité accordée au demandeur dans les cas où ce dernier est un particulier ou une personne morale privée qui :

 

a) d’une part, avait un intérêt financier dans la société à la date de l’omission, de l’inexactitude ou de l’erreur dans les renseignements financiers concernant la société, ou a acquis un tel intérêt financier entre cette date et celle que le tribunal détermine comme étant celle où l’omission, l’inexactitude ou l’erreur a été divulguée;

 

b) d’autre part, a établi que la valeur du total de ses intérêts financiers dans la société était, à l’heure de fermeture des bureaux à la date applicable, inférieure ou égale à la somme réglementaire.

Exception

 

(1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.

  

Exceptions

 

(1.1) Le paragraphe (1) ne s’applique pas dans les cas où le demandeur agit à titre d’associé d’une société de personnes ou autre association ou à titre de syndic de faillite, de liquidateur ou de séquestre d’une personne morale.

 

Current to February 11, 2020

  194   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX.1 Apportioning Award of Damages

  

PARTIE XIX.1 Répartition de l’indemnité

Joint and Several, or Solidary, Liability

  

Responsabilité solidaire

Sections 237.5-237.7

  

Articles 237.5-237.7

 

 

Interpretation

 

(2) For the purposes of this section,

 

(a) a personal body corporate is a body corporate that is not actively engaged in any financial, commercial or industrial business and that is controlled by an individual, or by a group of individuals who are connected by marriage, common-law partnership or any legal parent-child relationship or are connected indirectly by a combination of those relationships, whether or not the individuals through whom they are connected are members of the group; and

 

(b) a common-law partnership is a relationship between two persons who are cohabiting with each other in a conjugal relationship and have done so for a period of at least one year.

 

2001, c. 14, s. 115; 2005, c. 33, s. 5; 2011, c. 21, s. 68(E).

  

Définitions

 

(2) Pour l’application du présent article :

 

a) une personne morale privée est une personne morale qui ne se livre activement à aucune activité financière, commerciale ni industrielle et qui est contrôlée par un particulier ou un groupe de particuliers unis par les liens du mariage, d’une union de fait ou de la filiation, ou indirectement par une combinaison de ces liens, même si c’est par l’entremise de personnes étrangères au groupe;

 

b) une union de fait est la relation qui existe entre deux personnes qui vivent ensemble dans une relation conjugale depuis au moins un an.

 

2001, ch. 14, art. 115; 2005, ch. 33, art. 5; 2011, ch. 21, art. 68(A).

Equitable grounds

 

237.6 (1) If the value of the plaintiff’s total financial interest referred to in subsection 237.5(1) is greater than the prescribed amount, a court may nevertheless determine that the defendants and third parties are jointly and severally, or solidarily, liable if the court considers that it is just and reasonable to do so.

  

Tribunal

 

237.6 (1) Si la valeur du total des intérêts financiers visés au paragraphe 237.5(1) est supérieure à la somme réglementaire, le tribunal peut néanmoins déclarer les défendeurs et mis en cause solidairement responsables s’il est convaincu qu’il est juste et raisonnable de procéder ainsi.

Factors

 

(2) The Governor in Council may establish factors that the court shall take into account in deciding whether to hold the defendants and third parties jointly and severally, or solidarily, liable.

  

Facteurs

 

(2) Le gouverneur en conseil peut prévoir des facteurs dont le tribunal tient compte dans sa décision.

Statutory Instruments Act

 

(3) The Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette.

 

2001, c. 14, s. 115.

  

Loi sur les textes réglementaires

 

(3) La Loi sur les textes réglementaires ne s’applique pas aux facteurs visés au paragraphe (2), ceux-ci sont toutefois publiés dans la partie I de la Gazette du Canada.

 

2001, ch. 14, art. 115.

Value of security

 

237.7 (1) When, in order to establish the value of the total financial interest referred to in subsection 237.5(1), it is necessary to determine the value of a security that is traded on an organized market, the value of the security is, on the day specified in subsection (3),

 

(a) the closing price of that class of security;

 

(b) if no closing price is given, the average of the highest and lowest prices of that class of security; or

 

(c) if the security was not traded, the average of the bid and ask prices of that class of security.

  

Valeur mobilière

 

237.7 (1) Lorsqu’il est nécessaire, en vue d’établir la valeur visée au paragraphe 237.5(1), de déterminer la valeur d’une valeur mobilière négociée sur un marché organisé, celle-ci correspond, à la date applicable visée au paragraphe (3) :

 

a) soit au cours de clôture de la catégorie de la valeur mobilière;

 

b) soit, à défaut d’un tel cours, à la moyenne du cours le plus haut et du cours le plus bas;

 

Current to February 11, 2020

  195   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XIX.1 Apportioning Award of Damages

  

PARTIE XIX.1 Répartition de l’indemnité

Joint and Several, or Solidary, Liability

  

Responsabilité solidaire

Sections 237.7-237.9

  

Articles 237.7-237.9

 

 

  

c) soit, dans les cas où il n’y a pas eu de négociation, à la moyenne du cours acheteur et du cours vendeur de la catégorie de la valeur mobilière.

Court may adjust value

 

(2) The court may adjust the value of a security that has been determined under subsection (1) when the court considers it reasonable to do so.

  

Circonstances exceptionnelles

 

(2) Le tribunal peut, lorsqu’il l’estime raisonnable, rajuster la valeur déterminée en vertu du paragraphe (1).

Valuation day

 

(3) The value of the security is to be determined as of the day that the error, omission or misstatement occurred. If the security was acquired in the period between that day and the day, as determined by the court, that the error, omission or misstatement was generally disclosed, the value is to be determined as of the day that it was acquired.

  

Date

 

(3) La valeur de la valeur mobilière visée au paragraphe (1) est déterminée à la date de l’omission, de l’inexactitude ou de l’erreur; dans le cas d’une valeur mobilière acquise entre cette date et celle que le tribunal détermine comme étant celle où l’omission, l’inexactitude ou l’erreur a été divulguée, elle est déterminée à la date de l’acquisition.

Definition of organized market

 

(4) In this section, organized market means a recognized exchange for a class of securities or a market that regularly publishes the price of that class of securities in a publication that is generally available to the public.

 

2001, c. 14, s. 115; 2018, c. 8, s. 34(F).

  

Définition de marché organisé

 

(4) Pour l’application du présent article, marché organisé s’entend d’une bourse reconnue à laquelle est cotée la catégorie de valeurs mobilières ou d’un marché qui publie régulièrement le cours de cette catégorie dans une publication destinée au grand public.

 

2001, ch. 14, art. 115; 2018, ch. 8, art. 34(F).

Court determines value

 

237.8 (1) The court shall determine the value of all or any part of a financial interest that is subject to resale restrictions or for which there is no organized market.

  

Discrétion du tribunal

 

237.8 (1) Le tribunal détermine la valeur de tout ou partie d’un intérêt financier qui est assujetti à des restrictions concernant la revente ou pour lequel il n’existe aucun marché organisé.

Factors

 

(2) The Governor in Council may establish factors that the court may take into account in determining value under subsection (1).

  

Facteurs

 

(2) Le gouverneur en conseil peut prévoir des facteurs dont le tribunal peut tenir compte pour déterminer la valeur visée au paragraphe (1).

Statutory Instruments Act

 

(3) The Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette.

 

2001, c. 14, s. 115.

  

Loi sur les textes réglementaires

 

(3) La Loi sur les textes réglementaires ne s’applique pas aux facteurs visés au paragraphe (2), ceux-ci sont toutefois publiés dans la partie I de la Gazette du Canada.

 

2001, ch. 14, art. 115.

Application to determine value

 

237.9 The plaintiff may, by application made at any time before or during the course of the proceedings, request the court to determine the value of the plaintiff’s financial interest for the purpose of subsection 237.5(1).

 

2001, c. 14, s. 115.

  

Requête

 

237.9 Pour l’application du paragraphe 237.5(1), le demandeur peut par requête, avant d’engager des procédures ou à tout moment au cours de celles-ci, demander au tribunal d’évaluer la valeur de ses intérêts financiers.

 

2001, ch. 14, art. 115.

 

Current to February 11, 2020

  196   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 238-239

  

Articles 238-239

 

PART XX

 

Remedies, Offences and Punishment

  

PARTIE XX

 

Recours, infractions et peines

Definitions

 

238 In this Part,

 

action means an action under this Act; (action)

 

complainant means

 

(a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates,

 

(b) a director or an officer or a former director or officer of a corporation or any of its affiliates,

 

(c) the Director, or

 

(d) any other person who, in the discretion of a court,is a proper person to make an application under this Part. (plaignant)

 

1974-75-76, c. 33, s. 231; 1978-79, c. 9, s. 1(F).

  

Définitions

 

238 Les définitions qui suivent s’appliquent à la présente partie.

 

action Action intentée en vertu de la présente loi. (action)

 

plaignant

 

a) Le détenteur inscrit ou le véritable propriétaire, ancien ou actuel, de valeurs mobilières d’une société ou de personnes morales du même groupe;

 

b) tout administrateur ou dirigeant, ancien ou actuel, d’une société ou de personnes morales du même groupe;

 

c) le directeur;

 

d) toute autre personne qui, d’après un tribunal, a qualité pour présenter les demandes visées à la présente partie. (complainant)

 

1974-75-76, ch. 33, art. 231; 1978-79, ch. 9, art. 1(F).

Commencing derivative action

 

239 (1) Subject to subsection (2), a complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.

  

Recours similaire à l’action oblique

 

239 (1) Sous réserve du paragraphe (2), le plaignant peut demander au tribunal l’autorisation soit d’intenter une action au nom et pour le compte d’une société ou de l’une de ses filiales, soit d’intervenir dans une action à laquelle est partie une telle personne morale, afin d’y mettre fin, de la poursuivre ou d’y présenter une défense pour le compte de cette personne morale.

Conditions precedent

 

(2) No action may be brought and no intervention in an action may be made under subsection (1) unless the court is satisfied that

 

(a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) not less than fourteen days before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;

 

(b) the complainant is acting in good faith; and

  

Conditions préalables

 

(2) L’action ou l’intervention visées au paragraphe (1) ne sont recevables que si le tribunal est convaincu à la fois :

 

a) que le plaignant a donné avis de son intention de présenter la demande, dans les quatorze jours avant la présentation ou dans le délai que le tribunal estime indiqué, aux administrateurs de la société ou de sa filiale au cas où ils n’ont pas intenté l’action, n’y ont pas mis fin ou n’ont pas agi avec diligence au cours des procédures;

 

b) que le plaignant agit de bonne foi;

 

Current to February 11, 2020

  197   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 239-241

  

Articles 239-241

 

(c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

 

R.S., 1985, c. C-44, s. 239; 2001, c. 14, s. 116.

  

c) qu’il semble être de l’intérêt de la société ou de sa filiale d’intenter l’action, de la poursuivre, de présenter une défense ou d’y mettre fin.

 

L.R. (1985), ch. C-44, art. 239; 2001, ch. 14, art. 116.

Powers of court

 

240 In connection with an action brought or intervened in under section 239, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,

 

(a) an order authorizing the complainant or any other person to control the conduct of the action;

 

(b) an order giving directions for the conduct of the action;

 

(c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and

 

(d) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.

 

1974-75-76, c. 33, s. 233; 1978-79, c. 9, s. 1(F).

  

Pouvoirs du tribunal

 

240 Le tribunal peut, suite aux actions ou interventions visées à l’article 239, rendre toute ordonnance qu’il estime pertinente et, notamment :

 

a) autoriser le plaignant ou toute autre personne à assurer la conduite de l’action;

 

b) donner des instructions sur la conduite de l’action;

 

c) faire payer directement aux anciens ou actuels détenteurs de valeurs mobilières, et non à la société ou sa filiale, les sommes mises à la charge d’un défendeur;

 

d) mettre à la charge de la société ou de sa filiale les honoraires légaux raisonnables supportés par le plaignant.

 

1974-75-76, ch. 33, art. 233; 1978-79, ch. 9, art. 1(F).

Application to court re oppression

 

241 (1) A complainant may apply to a court for an order under this section.

  

Demande en cas d’abus

 

241 (1) Tout plaignant peut demander au tribunal de rendre les ordonnances visées au présent article.

Grounds

 

(2) If, on an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliates

 

(a) any act or omission of the corporation or any of its affiliates effects a result,

 

(b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or

 

(c) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner

 

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer, the court may make an order to rectify the matters complained of.

  

Motifs

 

(2) Le tribunal saisi d’une demande visée au paragraphe (1) peut, par ordonnance, redresser la situation provoquée par la société ou l’une des personnes morales de son groupe qui, à son avis, abuse des droits des détenteurs de valeurs mobilières, créanciers, administrateurs ou dirigeants, ou, se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts :

 

a) soit en raison de son comportement;

 

b) soit par la façon dont elle conduit ses activités commerciales ou ses affaires internes;

 

c) soit par la façon dont ses administrateurs exercent ou ont exercé leurs pouvoirs.

Powers of court

 

(3) In connection with an application under this section, the court may make any interim or final order it thinks fit

  

Pouvoirs du tribunal

 

(3) Le tribunal peut, en donnant suite aux demandes visées au présent article, rendre les ordonnances

 

Current to February 11, 2020

  198   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Section 241

  

Article 241

 

including, without limiting the generality of the foregoing,

 

(a) an order restraining the conduct complained of;

 

(b) an order appointing a receiver or receiver-manager;

 

(c) an order to regulate a corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement;

 

(d) an order directing an issue or exchange of securities;

 

(e) an order appointing directors in place of or in addition to all or any of the directors then in office;

 

(f) an order directing a corporation, subject to subsection (6), or any other person, to purchase securities of a security holder;

 

(g) an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities;

 

(h) an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;

 

(i) an order requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 155 or an accounting in such other form as the court may determine;

 

(j) an order compensating an aggrieved person;

 

(k) an order directing rectification of the registers or other records of a corporation under section 243;

 

(l) an order liquidating and dissolving the corporation;

 

(m) an order directing an investigation under Part XIX to be made; and

 

(n) an order requiring the trial of any issue.

  

provisoires ou définitives qu’il estime pertinentes pour, notamment :

 

a) empêcher le comportement contesté;

 

b) nommer un séquestre ou un séquestre-gérant;

 

c) réglementer les affaires internes de la société en modifiant les statuts ou les règlements administratifs ou en établissant ou en modifiant une convention unanime des actionnaires;

 

d) prescrire l’émission ou l’échange de valeurs mobilières;

 

e) faire des nominations au conseil d’administration, soit pour remplacer tous les administrateurs en fonctions ou certains d’entre eux, soit pour en augmenter le nombre;

 

f) enjoindre à la société, sous réserve du paragraphe (6), ou à toute autre personne, d’acheter des valeurs mobilières d’un détenteur;

 

g) enjoindre à la société, sous réserve du paragraphe (6), ou à toute autre personne, de rembourser aux détenteurs une partie des fonds qu’ils ont versés pour leurs valeurs mobilières;

 

h) modifier les clauses d’une opération ou d’un contrat auxquels la société est partie ou de les résilier, avec indemnisation de la société ou des autres parties;

 

i) enjoindre à la société de lui fournir, ainsi qu’à tout intéressé, dans le délai prescrit, ses états financiers en la forme exigée à l’article 155, ou de rendre compte en telle autre forme qu’il peut fixer;

 

j) indemniser les personnes qui ont subi un préjudice;

 

k) prescrire la rectification des registres ou autres livres de la société, conformément à l’article 243;

 

l) prononcer la liquidation et la dissolution de la société;

 

m) prescrire la tenue d’une enquête conformément à la partie XIX;

 

n) soumettre en justice toute question litigieuse.

Duty of directors

 

(4) If an order made under this section directs amendment of the articles or by-laws of a corporation,

 

(a) the directors shall forthwith comply with subsection 191(4); and

  

Devoir des administrateurs

 

(4) Dans les cas où l’ordonnance rendue en vertu du présent article ordonne des modifications aux statuts ou aux règlements administratifs de la société :

 

Current to February 11, 2020

  199   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 241-242

  

Articles 241-242

 

(b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders.

  

a) les administrateurs doivent se conformer sans délai au paragraphe 191(4);

 

b) toute autre modification des statuts ou des règlements administratifs ne peut se faire qu’avec l’autorisation du tribunal, sous réserve de toute autre décision judiciaire.

Exclusion

 

(5) A shareholder is not entitled to dissent under section 190 if an amendment to the articles is effected under this section.

  

Exclusion

 

(5) Les actionnaires ne peuvent, à l’occasion d’une modification des statuts faite conformément au présent article, faire valoir leur dissidence en vertu de l’article 190.

Limitation

 

(6) A corporation shall not make a payment to a shareholder under paragraph (3)(f) or (g) if there are reasonable grounds for believing that

 

(a) the corporation is or would after that payment be unable to pay its liabilities as they become due; or

 

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

  

Limitation

 

(6) La société ne peut effectuer aucun paiement à un actionnaire en vertu des alinéas (3)f) ou g) s’il existe des motifs raisonnables de croire que :

 

a) ou bien elle ne peut, ou ne pourrait de ce fait, acquitter son passif à échéance;

 

b) ou bien la valeur de réalisation de son actif serait, de ce fait, inférieure à son passif.

Alternative order

 

(7) An applicant under this section may apply in the alternative for an order under section 214.

 

R.S., 1985, c. C-44, s. 241; 2001, c. 14, ss. 117(F), 135(E).

  

Choix

 

(7) Le plaignant, agissant en vertu du présent article, peut, à son choix, demander au tribunal de rendre l’ordonnance prévue à l’article 214.

 

L.R. (1985), ch. C-44, art. 241; 2001, ch. 14, art. 117(F) et 135(A).

Evidence of shareholder approval not decisive

 

242 (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of such body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 214, 240 or 241.

  

Preuve de l’approbation des actionnaires non décisive

 

242 (1) Les demandes, actions ou interventions visées à la présente partie ne peuvent être suspendues ni rejetées pour le seul motif qu’il est prouvé que les actionnaires ont approuvé, ou peuvent approuver, la prétendue inexécution d’obligations envers la société ou sa filiale; toutefois, le tribunal peut tenir compte de cette preuve en rendant les ordonnances prévues aux articles 214, 240 ou 241.

Court approval to discontinue

 

(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

  

Approbation de l’abandon des poursuites

 

(2) La suspension, l’abandon, le règlement ou le rejet des demandes, actions ou interventions visées à la présente partie pour cause de non-respect de l’entente sur le déroulement de l’instance ou, ailleurs qu’au Québec, de défaut de poursuite est subordonné à leur approbation par le tribunal selon les modalités qu’il estime pertinentes; il peut également ordonner à toute partie d’en donner avis aux plaignants s’il conclut que leurs intérêts peuvent être sérieusement atteints.

 

Current to February 11, 2020

  200   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 242-243

  

Articles 242-243

 

No security for costs

 

(3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

  

Absence de cautionnement

 

(3) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais des demandes, actions ou interventions visées à la présente partie.

Interim costs

 

(4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for such interim costs on final disposition of the application or action.

 

R.S., 1985, c. C-44, s. 242; 2001, c. 14, s. 118(F); 2011, c. 21, s. 69.

  

Frais provisoires

 

(4) En donnant suite aux demandes, actions ou interventions visées à la présente partie, le tribunal peut ordonner à la société ou à sa filiale de verser aux plaignants des frais provisoires, y compris les honoraires légaux et les déboursés, dont ils pourront être comptables lors de l’adjudication définitive.

 

L.R. (1985), ch. C-44, art. 242; 2001, ch. 14, art. 118(F); 2011, ch. 21, art. 69.

Application to court to rectify records

 

243 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.

  

Demande de rectification au tribunal

 

243 (1) La société, ainsi que les détenteurs de ses valeurs mobilières ou toute personne qui subit un préjudice, peut demander au tribunal de rectifier, par ordonnance, ses registres ou livres, si le nom d’une personne y a été inscrit, supprimé ou omis prétendument à tort.

Notice to Director

 

(2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

  

Avis au directeur

 

(2) Le demandeur qui agit en vertu du présent article doit donner avis de sa demande au directeur; celui-ci peut comparaître en personne ou par ministère d’avocat.

Powers of court

 

(3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,

 

(a) an order requiring the registers or other records of the corporation to be rectified;

 

(b) an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend before such rectification;

 

(c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; and

 

(d) an order compensating a party who has incurred a loss.

 

R.S., 1985, c. C-44, s. 243; 2001, c. 14, s. 135(E).

  

Pouvoirs du tribunal

 

(3) En donnant suite aux demandes visées au présent article, le tribunal peut rendre les ordonnances qu’il estime pertinentes et, notamment :

 

a) ordonner la rectification des registres ou autres livres de la société;

 

b) enjoindre à la société de ne pas convoquer ni tenir d’assemblée ni de verser de dividende avant cette rectification;

 

c) déterminer le droit d’une partie à l’inscription, au maintien, à la suppression ou à l’omission de son nom, dans les registres ou livres de la société, que le litige survienne entre plusieurs détenteurs ou prétendus détenteurs de valeurs mobilières ou entre eux et la société;

 

d) indemniser toute partie qui a subi une perte.

 

L.R. (1985), ch. C-44, art. 243; 2001, ch. 14, art. 135(A).

 

Current to February 11, 2020

  201   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 244-246

  

Articles 244-246

 

Application for directions

 

244 The Director may apply to a court for directions in respect of any matter concerning the Director’s duties under this Act, and on such application the court may give such directions and make such further order as it thinks fit.

 

R.S., 1985, c. C-44, s. 244; 2001, c. 14, s. 135(E).

  

Demande d’instructions

 

244 Le tribunal, saisi par le directeur, peut lui donner des instructions concernant les devoirs que lui impose la présente loi et rendre toute autre ordonnance qu’il estime pertinente.

 

L.R. (1985), ch. C-44, art. 244; 2001, ch. 14, art. 135(A).

Notice of refusal by Director

 

245 (1) If the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty days after receiving them or twenty days after receiving any approval that may be required under any other Act, whichever is later, give written notice of the refusal to the person who sent the articles or document, giving reasons.

  

Avis de refus du directeur

 

245 (1) Le directeur, s’il refuse de procéder à l’enregistrement de documents, notamment des statuts, exigé par la présente loi pour qu’ils deviennent opérants, doit, dans les vingt jours de la réception soit de ces documents, soit, si elle est postérieure, de l’approbation requise par toute autre loi, donner par écrit, à l’expéditeur, un avis motivé de son refus.

Deemed refusal

 

(2) If the Director does not file or give written notice of the refusal to file any articles or document within the time limited therefor in subsection (1), the Director is deemed for the purposes of section 246 to have refused to file the articles or document.

 

R.S., 1985, c. C-44, s. 245; 2001, c. 14, s. 135(E).

  

Présomption

 

(2) Le défaut d’enregistrement ou d’envoi de l’avis écrit dans le délai prévu au paragraphe (1) équivaut, pour l’application de l’article 246, à un refus du directeur.

 

L.R. (1985), ch. C-44, art. 245; 2001, ch. 14, art. 135(A).

Appeal from Director’s decision

 

246 A person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (g) may apply to a court for an order, including an order requiring the Director to change the decision

 

(a) to refuse to file in the form submitted any articles or other document required by this Act to be filed;

 

(b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 12;

 

(c) to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations;

 

(d) to refuse under subsection 187(11) to permit a continued reference to shares having a nominal or par value;

 

(e) to refuse to issue a certificate of discontinuance under section 188 or a certificate attesting that as of a certain date the corporation exists under subsection 263.1(2);

 

(f) to issue, or to refuse to issue, a certificate of revival under section 209, or the decision with respect to the terms for revival imposed by the Director;

  

Appel

 

246 Le tribunal peut, par ordonnance, prendre les mesures qu’il estime pertinentes et, notamment, enjoindre au directeur de modifier sa décision, sur demande de toute personne qui estime avoir subi un préjudice en raison de la décision du directeur :

 

a) de refuser de procéder, en la forme qui lui est soumise, à l’enregistrement des statuts ou documents comme l’exige la présente loi;

 

b) de donner, de modifier ou d’annuler la dénomination sociale de la société ou de refuser de la réserver, de l’accepter, de la modifier ou de l’annuler en vertu de l’article 12;

 

c) d’accorder ou de refuser d’accorder une dispense qui peut être consentie en vertu de la présente loi et de ses règlements;

 

d) de refuser, en vertu du paragraphe 187(11), d’autoriser le maintien, dans les statuts, des références aux actions à valeur nominale ou au pair;

 

e) de refuser de délivrer le certificat de changement de régime en vertu de l’article 188 ou le certificat attestant l’existence d’une société à une date précise en application du paragraphe 263.1(2);

 

Current to February 11, 2020

  202   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 246-250

  

Articles 246-250

 

(f.1) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 265;

 

(f.2) to cancel, or to refuse to cancel, the articles and related certificate under section 265.1; or

 

(g) to dissolve a corporation under section 212.

 

The Court may make any order it thinks fit.

 

R.S., 1985, c. C-44, s. 246; 1999, c. 31, s. 65; 2001, c. 14, s. 119.

  

f) de délivrer ou de refuser de délivrer le certificat de reconstitution de la société conformément à l’article 209, ou la décision concernant les modalités pour sa reconstitution;

 

f.1) de rectifier ou de refuser de rectifier les statuts, avis, certificats ou autres documents en vertu de l’article 265;

 

f.2) d’annuler ou de refuser d’annuler les statuts et les certificats connexes en vertu de l’article 265.1;

 

g) de dissoudre la société en vertu de l’article 212.

 

L.R. (1985), ch. C-44, art. 246; 1999, ch. 31, art. 65; 2001, ch. 14, art. 119.

Restraining or compliance order

 

247 If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.

 

R.S., 1985, c. C-44, s. 247; 2001, c. 14, s. 135(E); 2011, c. 21, s. 70(E).

  

Ordonnances

 

247 En cas d’inobservation, par la société ou ses administrateurs, dirigeants, employés, mandataires, vérificateurs, fiduciaires, séquestres, séquestres-gérants ou liquidateurs, de la présente loi, de ses règlements d’application, des statuts, des règlements administratifs de la société ou d’une convention unanime des actionnaires, tout plaignant ou créancier a, en plus de ses autres droits, celui de demander au tribunal de leur ordonner de s’y conformer, celui-ci pouvant rendre à cet effet les ordonnances qu’il estime pertinentes.

 

L.R. (1985), ch. C-44, art. 247; 2001, ch. 14, art. 135(A); 2011, ch. 21, art. 70(A).

Summary application to court

 

248 Where this Act states that a person may apply to a court, the application may be made in a summary manner by petition, originating notice of motion, or otherwise as the rules of the court provide, and subject to any order respecting notice to interested parties or costs, or any other order the court thinks fit.

 

1974-75-76, c. 33, s. 241; 1978-79, c. 9, s. 1(F).

  

Demande sommaire

 

248 Les demandes autorisées par la présente loi peuvent être présentées par voie sommaire sous forme de requête, d’avis de motion introductive d’instance ou selon les règles du tribunal et sous réserve des ordonnances qu’il estime pertinentes, notamment en matière d’avis aux parties concernées ou de frais.

 

1974-75-76, ch. 33, art. 241; 1978-79, ch. 9, art. 1(F).

Appeal of final order

 

249 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

  

Appel

 

249 (1) Toute ordonnance définitive d’un tribunal rendue en vertu de la présente loi est susceptible d’appel, devant la cour d’appel de la province.

Appeal with leave

 

(2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.

 

R.S., 1985, c. C-44, s. 249; 2001, c. 14, s. 120.

  

Permission d’en appeler

 

(2) Toute autre ordonnance d’un tribunal n’est susceptible d’appel que sur permission de la cour d’appel de la province conformément aux règles applicables à celle-ci.

 

L.R. (1985), ch. C-44, art. 249; 2001, ch. 14, art. 120.

Offences with respect to reports

 

250 (1) A person who makes or assists in making a report, return, notice or other document required by this

  

Infractions

 

250 (1) Les auteurs — ou leurs collaborateurs — des rapports, déclarations, avis ou autres documents à

 

Current to February 11, 2020

  203   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 250-252

  

Articles 250-252

 

Act or the regulations to be sent to the Director or to any other person that

 

(a) contains an untrue statement of a material fact, or

 

(b) omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made

 

is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

  

envoyer notamment au directeur aux termes de la présente loi ou des règlements, qui, selon le cas :

 

a) contiennent de faux renseignements sur un fait important;

 

b) omettent d’énoncer un fait important requis ou nécessaire pour éviter que la déclaration ne soit trompeuse eu égard aux

 

circonstances, commettent une infraction et encourent, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines.

Officers, etc., of bodies corporate

 

(2) Where a body corporate commits an offence under subsection (1), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

  

Personnes morales et leurs dirigeants, etc.

 

(2) En cas de perpétration par une personne morale d’une infraction visée au paragraphe (1), ceux de ses administrateurs ou dirigeants qui y ont sciemment donné leur autorisation, leur permission ou leur acquiescement sont considérés comme des coauteurs de l’infraction et encourent, sur déclaration de culpabilité par procédure sommaire, une amende maximale de cinq mille dollars et un emprisonnement maximal de six mois, ou l’une de ces peines, que la personne morale ait été ou non poursuivie ou déclarée coupable.

Immunity

 

(3) No person is guilty of an offence under subsection (1) or (2) if the person did not know, and in the exercise of reasonable diligence could not have known, of the untrue statement or omission.

  

Immunité

 

(3) Nul n’est coupable d’une infraction visée aux paragraphes (1) ou (2), si, même en faisant preuve d’une diligence raisonnable, il ne pouvait avoir connaissance soit de l’inexactitude des renseignements soit de l’omission.

Register of individuals with significant control

 

(4) For greater certainty, a register referred to in subsection 21.1(1) or an extract from it is not a report, return, notice or other document for the purposes of this section.

 

R.S., 1985, c. C-44, s. 250; 2001, c. 14, s. 135(E); 2018, c. 27, s. 184.

  

Registre des particuliers ayant un contrôle important

 

(4) Il est entendu que, pour l’application du présent article, le registre, ou tout extrait de celui-ci, mentionné au paragraphe 21.1(1) n’est pas un rapport, une déclaration, un avis ou un autre document.

 

L.R. (1985), ch. C-44, art. 250; 2001, ch. 14, art. 135(A); 2018, ch. 27, art. 184.

Offence

 

251 Every person who, without reasonable cause, contravenes a provision of this Act or the regulations for which no punishment is provided is guilty of an offence punishable on summary conviction.

 

1974-75-76, c. 33, s. 244; 1978-79, c. 9, s. 1(F).

  

Infraction

 

251 Toute personne qui, sans motif raisonnable, contrevient à la présente loi ou à des règlements commet, en l’absence de peines précises, une infraction punissable sur déclaration de culpabilité par procédure sommaire.

 

1974-75-76, ch. 33, art. 244; 1978-79, ch. 9, art. 1(F).

Order to comply

 

252 (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations

  

Ordre de se conformer à la loi

 

252 (1) Le tribunal peut, en plus des peines prévues, ordonner aux personnes déclarées coupables d’infractions à la présente loi ou aux règlements de se conformer aux dispositions auxquelles elles ont contrevenu.

 

Current to February 11, 2020

  204   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART XX Remedies, Offences and Punishment

  

PARTIE XX Recours, infractions et peines

Sections 252-252.3

  

Articles 252-252.3

 

for the contravention of which the person has been convicted.

  

Limitation period

 

(2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject-matter of the complaint arose.

  

Prescription

 

(2) Les infractions prévues par la présente loi se prescrivent par deux ans à compter de leur date.

Civil remedy not affected

 

(3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.

 

R.S., 1985, c. C-44, s. 252; 2001, c. 14, s. 135(E).

  

Maintien des recours civils

 

(3) Les recours civils ne sont ni éteints ni modifiés du fait des infractions à la présente loi.

 

L.R. (1985), ch. C-44, art. 252; 2001, ch. 14, art. 135(A).

PART XX.1    PARTIE XX.1
Documents in Electronic or Other Form    Documents sous forme électronique ou autre

Definitions

 

252.1 The definitions in this section apply in this Part.

 

electronic document means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. (document électronique)

 

information system means a system used to generate, send, receive, store, or otherwise process an electronic document. (système d’information)

 

2001, c. 14, s. 121.

  

Définitions

 

252.1 Les définitions qui suivent s’appliquent à la présente partie.

 

document électronique Sauf à l’article 252.6, s’entend de toute forme de représentation d’informations ou de notions fixée sur quelque support que ce soit par des moyens électroniques, optiques ou autres moyens semblables et qui peut être lue ou perçue par une personne ou par tout moyen. (electronic document)

 

système d’information Système utilisé pour créer, transmettre, recevoir, mettre en mémoire ou traiter de toute autre manière des documents électroniques. (information system)

 

2001, ch. 14, art. 121.

Application

 

252.2 This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.

 

2001, c. 14, s. 121.

  

Application

 

252.2 La présente partie ne s’applique pas aux avis, documents ou autre information que le directeur envoie ou reçoit en vertu de la présente loi ni à ceux visés par règlement.

 

2001, ch. 14, art. 121.

Use not mandatory

 

252.3 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.

  

Utilisation non obligatoire

 

252.3 (1) La présente loi et ses règlements d’application n’obligent personne à créer ou transmettre un document électronique.

Consent and other requirements

 

(2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with a

  

Consentement et autres exigences

 

(2) Malgré toute autre disposition de la présente partie, dans les cas où une disposition de la présente loi ou de

 

Current to February 11, 2020

  205   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX.1 Documents in Electronic or Other Form

  

PARTIE XX.1 Documents sous forme électronique ou autre

Sections 252.3-252.5

  

Articles 252.3-252.5

 

notice, document or other information is not satisfied by the provision of an electronic document unless

 

(a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and

 

(b) the electronic document is provided to the designated information system, unless otherwise prescribed.

  

ses règlements exige la fourniture d’un avis, d’un document ou autre information, la transmission d’un document électronique ne satisfait à l’obligation que si :

 

a) le destinataire a donné son consentement selon les modalités réglementaires et désigné un système d’information pour sa réception;

 

b) le document électronique est transmis au système d’information ainsi désigné, sauf disposition réglementaire contraire.

Revocation of consent

 

(3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.

 

2001, c. 14, s. 121.

  

Révocation du consentement

 

(3) Le destinataire peut, selon les modalités réglementaires, révoquer son consentement.

 

2001, ch. 14, art. 121.

Creation and provision of information

 

252.4 A requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document if

 

(a) the by-laws or the articles of the corporation do not provide otherwise; and

 

(b) the regulations, if any, have been complied with.

 

2001, c. 14, s. 121.

  

Création et fourniture d’information

 

252.4 Dans les cas où une disposition de la présente loi ou de ses règlements exige la création ou la fourniture d’un avis, d’un document ou autre information, la création ou la transmission d’un document électronique satisfait à l’obligation si les conditions suivantes sont réunies :

 

a) les statuts ou les règlements administratifs de la société ne s’y opposent pas;

 

b) s’il y a lieu, les exigences réglementaires sont observées.

 

2001, ch. 14, art. 121.

Creation of information in writing

 

252.5 (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 252.4,

 

(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

 

(b) the regulations pertaining to this subsection, if any, have been complied with.

  

Création d’information écrite

 

252.5 (1) Dans le cas où une disposition de la présente loi ou de ses règlements exige qu’un avis, un document ou autre information soit créé par écrit, la création d’un document électronique satisfait à l’obligation si, en sus des conditions visées à l’article 252.4, les conditions suivantes sont réunies :

 

a) l’information qui y est contenue est accessible pour consultation ultérieure;

 

b) s’il y a lieu, les exigences réglementaires visant l’application du présent paragraphe sont observées.

Provision of information in writing

 

(2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 252.4,

 

(a) the information in the electronic document is accessible by the addressee and capable of being

  

Fourniture d’information sous forme écrite

 

(2) Dans le cas où une disposition de la présente loi ou de ses règlements exige qu’un avis, un document ou autre information soit fourni par écrit, la transmission d’un document électronique satisfait à l’obligation si, en sus des conditions visées à l’article 252.4, les conditions suivantes sont réunies :

 

 

Current to February 11, 2020

  206   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations    Sociétés par actions

PART XX.1 Documents in Electronic or Other Form

  

PARTIE XX.1 Documents sous forme électronique ou autre

Sections 252.5-252.6

  

Articles 252.5-252.6

 

retained by the addressee, so as to be usable for subsequent reference; and

 

(b) the regulations pertaining to this subsection, if any, have been complied with.

  

 

a) l’information qui y est contenue peut être conservée par le destinataire et lui est accessible pour consultation ultérieure;

 

b) s’il y a lieu, les exigences réglementaires visant l’application du présent paragraphe sont observées.

Copies

 

(3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.

  

Exemplaires

 

(3) Dans le cas où une disposition de la présente loi ou de ses règlements exige la fourniture d’un ou de plusieurs exemplaires d’un document à un seul destinataire dans le même envoi, la transmission d’un document électronique satisfait à l’obligation.

Registered mail

 

(4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.

 

2001, c. 14, s. 121; 2018, c. 8, s. 35(F).

  

Courrier recommandé

 

(4) Dans le cas où une disposition de la présente loi ou de ses règlements exige la transmission d’un document par courrier recommandé, l’obligation ne peut être satisfaite par la transmission d’un document électronique que si les règlements le prévoient.

 

2001, ch. 14, art. 121; 2018, ch. 8, art. 35(F).

Statutory declarations and affidavits

 

252.6 (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

 

(a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

 

(b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

 

(c) the requirements of sections 252.3 to 252.5 are complied with.

  

Déclaration solennelle ou sous serment

 

252.6 (1) Dans le cas où une disposition de la présente loi ou de ses règlements exige une déclaration solennelle ou sous serment, celle-ci peut être créée ou fournie dans un document électronique si les conditions suivantes sont réunies :

 

a) son auteur y appose sa signature électronique sécurisée;

 

b) la personne autorisée devant qui elle a été faite appose à celle-ci sa signature électronique sécurisée;

 

c) les conditions visées aux articles 252.3 à 252.5 ont été observées.

Definitions

 

(2) For the purposes of this section, electronic document and secure electronic signature have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

  

Dispositions applicables

 

(2) Pour l’application du présent article, document électronique et signature électronique sécurisée s’entendent au sens du paragraphe 31(1) de la Loi sur la protection des renseignements personnels et les documents électroniques.

Clarification

 

(3) For the purpose of complying with paragraph (1)(c), the references to an electronic document in sections 252.3 to 252.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

 

2001, c. 14, s. 121.

  

Précision

 

(3) Pour l’application de l’alinéa (1)c), les mentions de document électronique aux articles 252.3 à 252.5 valent mention d’un document électronique au sens du paragraphe 31(1) de la Loi sur la protection des renseignements personnels et les documents électroniques.

 

2001, ch. 14, art. 121.

 

Current to February 11, 2020

  207   À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XX.1 Documents in Electronic or Other Form

 

PARTIE XX.1 Documents sous forme électronique ou autre

Sections 252.7-253

 

Articles 252.7-253

Signatures

252.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

(a) the signature resulting from the use by a person of the technology or process is unique to the person;

(b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and

(c) the technology or process can be used to identify the person using the technology or process.

2001, c. 14, s. 121.

PART XXI

General

Notice to directors and shareholders

253 (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

(a) the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and

(b) the director at the director’s latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.

Effect of notice

(2) A director named in a notice sent by a corporation to the Director under section 106 or 113 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice.

Deemed receipt

(3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable

Signatures

252.7 Dans le cas où une disposition de la présente loi ou de ses règlements exige une signature, autre que celle exigée pour une déclaration visée à l’article 252.6, la signature qui résulte de l’utilisation d’une technologie ou d’un procédé satisfait à l’obligation en ce qui concerne un document électronique si les exigences réglementaires visant l’application du présent article sont observées, s’il y a lieu, et que la technologie ou le procédé permet d’établir ce qui suit :

a) la signature est propre à l’utilisateur;

b) la technologie ou le procédé est utilisé par une personne pour l’incorporation, l’adjonction ou l’association de la signature de cette personne au document électronique;

c) la technologie ou le procédé permet d’identifier l’utilisateur.

2001, ch. 14, art. 121.

PARTIE XXI

Dispositions générales

Avis aux administrateurs et aux actionnaires

253 (1) Les avis ou documents dont la présente loi, ses règlements d’application, les statuts ou les règlements administratifs de la société exigent l’envoi aux actionnaires ou aux administrateurs peuvent être adressés par courrier affranchi ou remis en personne :

a) aux actionnaires, à la dernière adresse figurant dans les livres de la société ou de son agent de transfert;

b) aux administrateurs, à la dernière adresse figurant dans les livres de la société ou dans l’avis le plus récent visé aux articles 106 ou 113.

Effet de l’avis

(2) Les administrateurs nommés dans l’avis que le directeur reçoit et enregistre conformément aux articles 106 ou 113 sont présumés, pour l’application de la présente loi, être administrateurs de la société qui y est mentionnée.

Présomption

(3) Les actionnaires ou administrateurs auxquels sont envoyés des avis ou documents en conformité avec le paragraphe (1) sont réputés, sauf s’il existe des motifs raisonnables à l’effet contraire, les avoir reçus à la date normale de livraison par la poste.

 

 

 

Current to February 11, 2020

  208  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


 

Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Sections 253-257

 

Articles 253-257

 

grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

Undelivered notices

(4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address.

R.S., 1985, c. C-44, s. 253; 2001, c. 14, ss. 122, 135(E).

Notice to and service on a corporation

254 A notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

1974-75-76, c. 33, s. 247; 1978-79, c. 9, ss. 1(F), 79.

Waiver of notice

255 Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.

1974-75-76, c. 33, s. 248; 1978-79, c. 9, ss. 1(F), 79.

Certificate of Director

256 (1) Where this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260.

Evidence

(2) Except in a proceeding under section 213 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

1974-75-76, c. 33, s. 249; 1978-79, c. 9, s. 1(F).

Certificate of corporation

257 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the

Retours

(4) La société n’est pas tenue d’envoyer les avis ou documents visés au paragraphe (1) qui lui sont retournés deux fois de suite, sauf si elle est informée par écrit de la nouvelle adresse de l’actionnaire introuvable.

L.R. (1985), ch. C-44, art. 253; 2001, ch. 14, art. 122 et 135(A).

Avis et signification à une société

254 Les avis ou documents à envoyer ou à signifier à une société peuvent l’être par courrier recommandé au siège social indiqué dans le dernier avis déposé en vertu de l’article 19; la société est alors réputée, sauf s’il existe des motifs raisonnables à l’effet contraire, les avoir reçus ou en avoir reçu signification à la date normale de livraison par la poste.

1974-75-76, ch. 33, art. 247; 1978-79, ch. 9, art. 1(F) et 79.

Renonciation

255 Dans les cas où la présente loi ou les règlements exigent l’envoi d’un avis ou d’un document, il est possible, par écrit, de renoncer à l’envoi ou au délai, ou de consentir à l’abrègement de celui-ci.

1974-75-76, ch. 33, art. 248; 1978-79, ch. 9, art. 1(F) et 79.

Certificat du directeur

256 (1) Les certificats ou les attestations de faits que le directeur peut ou doit délivrer aux termes de la présente loi doivent être signés par lui ou par un directeur adjoint nommé conformément à l’article 260.

Preuve

(2) Sauf dans le cas de la procédure de dissolution prévue à l’article 213, le certificat visé au paragraphe (1) ou toute copie certifiée conforme fait foi de son contenu d’une manière irréfragable dans toute poursuite civile, pénale ou administrative, sans qu’il soit nécessaire de faire la preuve de la signature ni de la qualité officielle du présumé signataire.

1974-75-76, ch. 33, art. 249; 1978-79, ch. 9, art. 1(F).

Certificat

257 (1) Le certificat délivré pour le compte d’une société et énonçant un fait relevé dans les statuts, les règlements administratifs, une convention unanime des actionnaires, le procès-verbal d’une assemblée ou d’une

 

 

 

Current to February 11, 2020

  209  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART XXI General

  

PARTIE XXI Dispositions générales

Sections 257-258.1

  

Articles 257-258.1

shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.

Proof

(2) When introduced as evidence in any civil, criminal or administrative action or proceeding,

(a) a fact stated in a certificate referred to in subsection (1),

(b) a certified extract from a securities register of a corporation, or

(c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,

is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

Security certificate

(3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate.

R.S., 1985, c. C-44, s. 257; 2001, c. 14, s. 123(F).

Copies

258 Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof.

1974-75-76, c. 33, s. 251; 1978-79, c. 9, s. 1(F).

Content and form of documents

258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,

(a) the notices and documents that may be transmitted in electronic or other form;

(b) the persons or classes of persons who may sign or transmit the notices and other documents;

 

(c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and

réunion ainsi que dans les actes de fiducie ou autres contrats où la société est partie peut être signé par tout administrateur, dirigeant ou agent de transfert de la société.

Preuve

(2) Dans les poursuites ou procédures civiles, pénales ou administratives :

a) les faits énoncés dans le certificat visé au paragraphe (1);

b) les extraits certifiés conformes du registre des valeurs mobilières;

c) les copies ou extraits certifiés conformes des procès-verbaux des assemblées ou réunions,

font foi à défaut de preuve contraire, sans qu’il soit nécessaire de prouver la signature ni la qualité officielle du présumé signataire.

Certificat de valeurs mobilières

(3) Les mentions du registre des valeurs mobilières et les certificats de valeurs mobilières émis par la société établissent, à défaut de preuve contraire, que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.

L.R. (1985), ch. C-44, art. 257; 2001, ch. 14, art. 123(F).

Photocopies

258 Le directeur peut accepter une photocopie de tout avis ou document qui, aux termes de la présente loi, doit lui être envoyé.

1974-75-76, ch. 33, art. 251; 1978-79, ch. 9, art. 1(F).

Présentation et teneur des documents

258.1 Le directeur peut établir le mode de présentation — sous forme électronique ou autre — et la teneur des avis et autres documents qu’il envoie ou reçoit au titre de la présente loi et, dans le cadre de l’exercice de ce pouvoir, il peut préciser notamment :

a) les avis et documents qui peuvent être transmis sous forme électronique ou autre;

b) les personnes ou catégories de personnes qui peuvent les signer ou en effectuer la transmission;

c) les modalités de signature sous forme électronique ou autre de ceux-ci, y compris ce qui peut tenir lieu de signature;

 

 

 

Current to February 11, 2020

  210  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

  

Sociétés par actions

PART XXI General

  

PARTIE XXI Dispositions générales

Sections 258.1-261

  

Articles 258.1-261

 

(d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received.

(e) [Repealed, 2018, c. 8, s. 36]

1994, c. 24, s. 26; 2001, c. 14, s. 124; 2018, c. 8, s. 36.

Exemption

258.2 In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies.

1994, c. 24, s. 26; 2001, c. 14, s. 124.

Proof required by Director

259 (1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).

Form of proof

(2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

R.S., 1985, c. C-44, s. 259; 2001, c. 14, s. 135(E).

Appointment of Director

260 The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

1974-75-76, c. 33, s. 253; 1978-79, c. 9, s. 1(F).

Regulations

261 (1) The Governor in Council may make regulations

(a) providing for anything that by this Act is to be prescribed or provided for by the regulations;

 

(a.1) defining anything that, by this Act, is to be defined by regulation;

(b) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and

d) les circonstances — notamment le moment et le lieu — dans lesquelles les avis et documents électroniques sont présumés avoir été envoyés ou reçus.

e) [Abrogé, 2018, ch. 8, art. 36]

1994, ch. 24, art. 26; 2001, ch. 14, art. 124; 2018, ch. 8, art. 36.

Dispense

258.2 Par dérogation aux autres dispositions de la présente loi, dans les circonstances réglementaires, le directeur peut, selon les modalités qu’il estime utiles, prévoir qu’il n’est pas nécessaire de lui envoyer tels avis ou documents ou catégories d’avis ou de documents si les renseignements y figurant sont semblables à ceux qui figurent dans des documents devant être rendus publics aux termes d’une autre loi fédérale ou d’une loi provinciale.

1994, ch. 24, art. 26; 2001, ch. 14, art. 124.

Preuve

259 (1) Le directeur peut exiger la vérification conformément au paragraphe (2) de l’authenticité d’un document dont la présente loi ou les règlements requièrent l’envoi ou de l’exactitude d’un fait relaté dans un tel document.

Forme de preuve

(2) La vérification, exigée par la présente loi ou par le directeur, peut s’effectuer, devant tout commissaire compétent, par voie d’affidavit ou de déclaration solennelle faite en vertu de la Loi sur la preuve au Canada.

L.R. (1985), ch. C-44, art. 259; 2001, ch. 14, art. 135(A).

Nomination du directeur

260 Le ministre peut nommer un directeur et un ou plusieurs directeurs adjoints pour exercer les attributions que la présente loi confère au directeur.

1974-75-76, ch. 33, art. 253; 1978-79, ch. 9, art. 1(F).

Règlements

261 (1) Le gouverneur en conseil peut, par règlement :

a) prendre toute mesure d’ordre réglementaire prévue par la présente loi;

a.1) définir tout ce qui, aux termes de la présente loi, doit être défini par règlement;

b) établir les droits à imposer pour la réception, l’examen, le dépôt, la délivrance ou la reproduction de documents ou pour les mesures, facultatives ou

 

 

 

Current to February 11, 2020

  211  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


 

Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Section 261

 

Article 261

 

prescribing the amount of the fee or the manner of determining the fee;

(c) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

(c.01) prescribing the form of the register referred to in subsection 21.1(1) and the manner of preparing and maintaining it;

(c.02) respecting steps to be taken by a corporation for the purposes of subsection 21.1(2);

(c.1) prescribing, for the purposes of subsection 137(1.1), a manner of determining the number of shares required for a person to be eligible to submit a proposal, including the time and manner of determining a value or percentage of the outstanding shares of the corporation;

(d) prescribing, for the purposes of paragraph 137(5)(d), the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal within the prescribed period;

(e) prescribing rules with respect to exemptions permitted by this Act;

(f) respecting the powers that may be granted by a shareholder in a form of proxy;

(g) prescribing any matter necessary for the purposes of the application of Part XX.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

(h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

(i) prescribing, for the purposes of subsection 141(3), the manner of, and conditions for, voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

obligatoires, prises par le directeur en vertu de la présente loi ou prévoir la manière de les fixer;

 

c) prévoir les modalités de paiement des droits, notamment les modalités de temps, les droits supplémentaires qui peuvent être imposés pour les paiements en souffrance, ainsi que les circonstances dans lesquelles les droits peuvent être remboursés en tout ou en partie;

c.01) prévoir les modalités de tenue du registre mentionné au paragraphe 21.1(1);

c.02) régir les mesures que la société doit prendre pour l’application du paragraphe 21.1(2);

c.1) prévoir, pour l’application du paragraphe 137(1.1), le mode de détermination du nombre d’actions requis pour soumettre une proposition, y compris les modalités — de temps ou autres — d’évaluation des actions ou de détermination du pourcentage nécessaire par rapport à l’ensemble des actions de la société;

d) prévoir, pour l’application de l’alinéa 137(5)d), l’appui nécessaire à la proposition d’un actionnaire en fonction du nombre de propositions à peu près identiques déjà présentées par celui-ci dans le délai réglementaire;

e) établir les règles relatives aux exemptions ou dispenses prévues par la présente loi;

f) régir les pouvoirs que peut accorder un actionnaire dans un formulaire de procuration;

g) prévoir tout ce qui est utile à l’application de la partie XX.1, y compris les délais et les circonstances dans lesquels le document électronique est présumé avoir été transmis ou reçu, ainsi que le lieu où le document est présumé avoir été transmis ou reçu;

h) prévoir la façon de participer aux assemblées ou réunions par tout moyen de communication —téléphonique, électronique ou autre — permettant à tous les participants de communiquer entre eux, ainsi que les exigences à respecter dans le cadre de cette participation;

i) prévoir, pour l’application du paragraphe 141(3), la façon de voter par tout moyen de communication —téléphonique, électronique ou autre — lors d’une assemblée, ainsi que les exigences à respecter dans le cadre du vote.

 

 

 

Current to February 11, 2020

  212  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


 

Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Sections 261-262

 

Articles 261-262

Incorporation by reference

(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

Incorporated material is not a regulation

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

R.S., 1985, c. C-44, s. 261; 1994, c. 24, s. 27; 2001, c. 14, s. 125; 2018, c. 8, s. 38; 2018, c. 27, s. 185.

Payment of fees

261.1 A fee in respect of the receipt or copying of any document shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document is examined, filed or issued or the action is taken.

2001, c. 14, s. 126; 2018, c. 8, s. 39.

Definition of statement

262 (1) In this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 211.

Sending of articles and statements

(2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

(a) record the date of receipt;

(b) issue the appropriate certificate;

(c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and

(d) publish a notice of the issuance of the certificate in a publication generally available to the public.

Date of certificate

(3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

Incorporation par renvoi

(2) Peut être incorporé par renvoi dans un règlement tout document — quelle que soit sa provenance —, soit dans sa version à une date donnée, soit avec ses modifications successives.

Nature du document incorporé

(3) L’incorporation par renvoi d’un document dans un règlement ne lui confère pas, pour l’application de la Loi sur les textes réglementaires, valeur de règlement.

L.R. (1985), ch. C-44, art. 261; 1994, ch. 24, art. 27; 2001, ch. 14, art. 125; 2018, ch. 8, art. 38; 2018, ch. 27, art. 185.

Acquittement des droits

261.1 Les droits à payer au directeur pour la réception, l’examen, le dépôt, la délivrance ou la reproduction de documents ou pour toute mesure, facultative ou obligatoire, prise par celui-ci sont acquittés respectivement au moment de la réception ou de la reproduction ou avant l’examen, le dépôt ou la délivrance du document ou bien la prise de la mesure.

2001, ch. 14, art. 126; 2018, ch. 8, art. 39.

Définition de déclaration

262 (1) Au présent article, déclaration désigne les déclarations mentionnées à l’article 211 constatant soit l’intention de procéder à la dissolution, soit la révocation de cette intention.

Envoi de statuts ou d’une déclaration

(2) Dans le cas où la présente loi prévoit l’envoi au directeur de statuts ou d’une déclaration relativement à une société, le directeur, à la réception des statuts ou de la déclaration en la forme établie par lui, de tout autre document requis et des droits y afférents :

a) note la date de réception;

b) délivre le certificat approprié;

c) envoie à la société ou à son mandataire le certificat ou une copie, image ou reproduction photographique, électronique ou autre de celui-ci;

d) publie dans une publication destinée au grand public un avis de la délivrance de ce certificat.

Date du certificat

(3) La date du certificat visé au paragraphe (2) peut être celle de la réception des statuts par le directeur, de la déclaration ou de l’ordonnance portant délivrance du certificat ou telle date ultérieure que précise le tribunal ou le signataire des statuts ou de la déclaration.

 

 

 

Current to February 11, 2020

  213  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


 

Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Sections 262-263.1

 

Articles 262-263.1

 

(4) [Repealed, 1994, c. 24, s. 28]

Date of certificate

(5) Notwithstanding subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates pursuant to another Act or is continued.

R.S., 1985, c. C-44, s. 262; 1994, c. 24, s. 28; 2001, c. 14, ss. 127,
135(E); 2011, c. 21, s. 71(E); 2018, c. 8, s. 40.

Signature

262.1 (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made under paragraph 261(1)(c.1).

(2) [Repealed, 2018, c. 8, s. 41]

Execution of documents

(3) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.

1994, c. 24, s. 29; 2001, c. 14, s. 128; 2018, c. 8, s. 41.

Publication

262.2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).

2018, c. 8, s. 42.

Annual return

263 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.

R.S., 1985, c. C-44, s. 263; 2001, c. 14, s. 129; 2018, c. 8, s. 42.

 

 

Certificate

263.1 (1) The Director may provide any person with a certificate stating that a corporation

(a) has sent to the Director a document required to be sent under this Act;

(b) has paid all required fees; or

(4) [Abrogé, 1994, ch. 24, art. 28]

Date du certificat

(5) Nonobstant le paragraphe (3), le certificat de changement de régime peut être daté du jour où la société a été prorogée ou a fusionné sous le régime d’une autre loi.

L.R. (1985), ch. C-44, art. 262; 1994, ch. 24, art. 28; 2001, ch. 14, art. 127 et 135(A); 2011, ch. 21, art. 71(A); 2018, ch. 8, art. 40.

Signature

262.1 (1) La signature qui doit figurer sur les certificats que le directeur délivre aux termes de la présente loi peut soit être imprimée ou reproduite mécaniquement, soit être apposée conformément aux règlements d’application de l’alinéa 261(1)c.1).

(2) [Abrogé, 2018, ch. 8, art. 41]

Présomption relative à la signature des documents

(3) Les statuts, avis, résolutions, demandes, déclarations ou autres documents qui doivent ou peuvent être signés par plusieurs particuliers pour l’application de la présente loi peuvent être rédigés en plusieurs exemplaires de même forme, dont chacun est signé par un ou plusieurs de ces particuliers. Ces exemplaires dûment signés sont réputés constituer un seul document pour l’application de la présente loi.

1994, ch. 24, art. 29; 2001, ch. 14, art. 128; 2018, ch. 8, art. 41.

Publicité

262.2 Le directeur publie, dans une publication destinée au grand public, un avis de chaque décision où il accorde une demande faite en vertu des paragraphes 2(6), 10(2), 82(3) ou 151(1), de l’article 156 ou des paragraphes 171(2) ou 187(11).

2018, ch. 8, art. 42.

Rapport annuel

263 La société envoie au directeur un rapport annuel, en la forme et dans le délai établis par lui.

L.R. (1985), ch. C-44, art. 263; 2001, ch. 14, art. 129; 2018, ch. 8, art. 42.

Certificat

263.1 (1) Le directeur peut fournir à toute personne un certificat attestant la remise par la société des documents dont l’envoi est requis par la présente loi, le paiement des droits requis ou l’existence de la société à une date précise.

 

 

 

Current to February 11, 2020

  214  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Sections 263.1-265

 

Articles 263.1-265

 

(c) exists as of a certain date.

Director may refuse to issue certificate of existence

(2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document required to be sent under this Act or is in default of paying a required fee.

2001, c. 14, s. 129.

Alteration

264 The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.

R.S., 1985, c. C-44, s. 264; 2001, c. 14, s. 135(E).

Corrections at request of Director

265 (1) If there is an error in articles, a notice, a certificate or other document, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take such other steps as the Director may reasonably require so that the Director may correct the document.

No prejudice

(2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation.

Corrections at the request of the corporation

(3) The Director may, at the request of the corporation or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if

(a) the correction is approved by the directors of the corporation, unless the error is obvious or was made by the Director; and

(b) the Director is satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation and that the correction reflects the original intention of the corporation or the incorporators, as the case may be.

Application to court

 

(4) If, in the view of the Director, of the corporation or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person,

Refus de délivrance

(2) Le directeur peut refuser de délivrer le certificat attestant l’existence de la société notamment si, à sa connaissance, celle-ci a omis d’envoyer un document dont l’envoi est requis par la présente loi ou de payer des droits requis.

2001, ch. 14, art. 129.

Modification

264 Le directeur peut modifier les avis ou, avec l’autorisation de l’expéditeur ou de son représentant, les documents autres que les affidavits ou les déclarations solennelles.

L.R. (1985), ch. C-44, art. 264; 2001, ch. 14, art. 135(A).

Rectifications à la demande du directeur

265 (1) En cas d’erreur dans les statuts, les avis ou les certificats ou autres documents, le directeur peut, afin de les rectifier, demander aux administrateurs ou actionnaires de la société de prendre toute mesure raisonnable, notamment d’adopter des résolutions et de lui envoyer les documents se conformant à la présente loi.

Rectifications ne portent pas préjudice

(2) Il ne peut cependant procéder à la demande que s’il est convaincu que les rectifications ne porteraient pas préjudice aux actionnaires ou créanciers de la société.

Rectifications à la demande de la société ou autre

(3) À la demande de la société ou de toute autre personne intéressée en vue de faire rectifier les erreurs contenues dans des documents visés au paragraphe (1), le directeur peut permettre que les documents rectifiés lui soient envoyés si :

a) les rectifications sont approuvées par les administrateurs de la société, sauf dans le cas d’erreurs manifestes ou faites par le directeur lui-même;

b) le directeur est convaincu que les rectifications ne porteraient pas préjudice aux actionnaires ou créanciers de la société et qu’elles reflètent l’intention visée à l’origine.

Intervention du tribunal

(4) Si les rectifications, de l’avis du directeur, de la société ou de toute personne intéressée qui les désire, risquent de porter préjudice aux actionnaires ou créanciers de la société, l’une ou l’autre de ces personnes peut saisir le tribunal de la question pour qu’il établisse

 

 

 

Current to February 11, 2020

  215  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Sections 265-265.1

 

Articles 265-265.1

 

as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the shareholders or creditors.

Notice to Director

(5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Director may require surrender of document

(6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.

Date of corrected document

(7) A corrected document shall bear the date of the document it replaces unless

(a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or

(b) the court decides otherwise.

Notice

(8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay give notice of the correction in a publication generally available to the public.

R.S., 1985, c. C-44, s. 265; 2001, c. 14, s. 130; 2018, c. 8, s. 43(F).

Cancellation of articles by Director

265.1 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation.

No prejudice

(2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation.

Request to Director to cancel articles

(3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and related certificate of the corporation if

 

 

(a) the cancellation is approved by the directors of the corporation; and

(b) the Director is satisfied that the cancellation would not prejudice any of the shareholders or

les droits des parties en cause et, s’il y a lieu, rende une ordonnance afin de rectifier le document.

Avis au directeur

(5) Avis de la demande de la société ou de toute autre personne intéressée doit être envoyé au directeur et celui-ci peut comparaltre en personne ou par ministère d’avocat.

Restitution

(6) Le directeur peut exiger la restitution du document à rectifier, délivrer un certificat rectifié et enregistrer tout autre document rectifié.

Date du document

(7) Le document rectifié porte la date de celui qu’il remplace, la date rectifiée — dans le cas où la rectification porte sur la date du document — ou celle précisée par le tribunal, s’il y a lieu.

Avis

(8) Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication destinée au grand public.

L.R. (1985), ch. C-44, art. 265; 2001, ch. 14, art. 130; 2018, ch. 8, art.
43(F).

Annulation à la demande du directeur

265.1 (1) Le directeur peut, dans les circonstances réglementaires, annuler les statuts d’une société et les certificats y afférents.

Annulation conditionnelle

(2) Il ne peut cependant les annuler que s’il est convaincu que l’annulation ne porterait pas préjudice aux actionnaires ou créanciers de la société.

Annulation à la demande de la société ou autre

(3) À la demande de la société ou de toute autre personne intéressée, le directeur peut, dans les circonstances réglementaires, annuler les statuts et les certificats y afférents si :

a) l’annulation est approuvée par les administrateurs de la société;

 

 

 

Current to February 11, 2020

  216  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Sections 265.1-267

 

Articles 265.1-267

 

creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators, as the case may be.

Application to court

(4) If, in the view of the Director, of the corporation or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the shareholders or creditors.

Notice to Director

(5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Return of certificate

(6) The Director may demand the surrender of a cancelled certificate.

2001, c. 14, s. 130.

Inspection

266 (1) A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent to the Director under subsection 230(2), and to make copies of or extracts from it.

Copies

(2) The Director shall furnish any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 230(2).

R.S., 1985, c. C-44, s. 266; 2001, c. 14, s. 130.

Records of Director

267 (1) Records required by this Act to be maintained by the Director

(a) may be in bound or loose-leaf form or in photographic film form; or

(b) may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible form within a reasonable time.

b) le directeur est convaincu que l’annulation ne porterait pas préjudice aux actionnaires ou créanciers de la société et qu’elle reflète l’intention d’origine.

Intervention du tribunal

(4) Si l’annulation des statuts ou des certificats y afférents, de l’avis du directeur, de la société ou de toute personne intéressée qui la désire, risque de porter préjudice aux actionnaires ou créanciers de la société, l’une ou l’autre de ces personnes peut saisir le tribunal de la question pour qu’il établisse les droits des parties en cause et, s’il y a lieu, rende une ordonnance d’annulation.

Avis au directeur

(5) Avis de la demande de la société ou de toute autre personne intéressée doit être envoyé au directeur et celui-ci peut comparaître en personne ou par ministère d’avocat.

Restitution

(6) Le directeur peut exiger la restitution des certificats annulés.

2001, ch. 14, art. 130.

Consultation

266 (1) Sur paiement des droits requis, il est possible de consulter, pendant les heures normales d’ouverture, les documents dont l’envoi au directeur est requis par la présente loi ou ses règlements d’application, à l’exception des rapports envoyés en vertu du paragraphe 230(2), et d’en prendre des copies ou extraits.

Copies

(2) Le directeur doit fournir, à toute personne, une copie ou un extrait — certifiés conformes ou non — des documents dont l’envoi est requis par la présente loi ou les règlements, à l’exception des rapports envoyés en vertu du paragraphe 230(2).

L.R. (1985), ch. C-44, art. 266; 2001, ch. 14, art. 130.

Livres du directeur

267 (1) Les livres que le directeur tient en vertu de la présente loi peuvent être reliés ou conservés soit sous forme de feuillets mobiles ou de films, soit à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements demandés sous une forme compréhensible.

 

 

 

Current to February 11, 2020

  217  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Sections 267-268

 

Articles 267-268

 

Obligation to furnish

(2) Where records are maintained by the Director otherwise than in written form,

(a) the Director shall furnish any copy required to be furnished under subsection 266(2) in intelligible form; and

(b) a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original records would have been.

Retention of records

(3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 262, after the expiration of the prescribed period.

R.S., 1985, c. C-44, s. 267; 1994, c. 24, s. 30; 2001, c. 14, s. 131.

Form of publication

267.1 Information or notices required by this Act to be summarized in a publication generally available to the public or published by the Director may be made available to the public or published by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.

1994, c. 24, s. 31; 2001, c. 14, s. 132; 2018, c. 8, s. 46(F).

Definition of charter

268 (1) In this section, charter includes

(a) an act of incorporation and any amendments thereto; and

(b) letters patent of incorporation and any letters patent supplementary thereto.

Amendment of charter — special Act

(2) In connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders may, despite the charter of the body corporate,

(a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and

(b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

Obligation de fournir copie

(2) En cas de tenue des livres par le directeur sous une forme non écrite :

a) il doit fournir les copies exigées aux termes du paragraphe 266(2) sous une forme compréhensible;

b) les rapports extraits de ces livres et certifiés conformes par le directeur ont la même force probante que les originaux.

Production

(3) Le directeur n’est tenu de produire des documents, à l’exception des certificats et des statuts et déclarations annexés qui sont enregistrés en vertu de l’article 262, que dans le délai réglementaire.

L.R. (1985), ch. C-44, art. 267; 1994, ch. 24, art. 30; 2001, ch. 14, art. 131.

Traitement de l’information

267.1 Les renseignements et avis que le directeur est tenu, en application de la présente loi, de résumer dans une publication destinée au grand public ou de publier peuvent être résumés ou publiés à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements ou avis demandés sous une forme compréhensible.

1994, ch. 24, art. 31; 2001, ch. 14, art. 132; 2018, ch. 8, art. 46(F).

Définition de charte

268 (1) Au présent article, sont assimilés à une charte :

a) l’acte constitutif d’une société ainsi que ses modifications;

b) les lettres patentes, initiales ou supplémentaires.

Modification de la charte : loi spéciale

(2) En ce qui concerne la prorogation sous le régime de la présente loi, les actionnaires d’une personne morale constituée ou prorogée en vertu d’une loi fédérale spéciale, qui ont le droit de voter aux assemblées annuelles peuvent, malgré la charte de la personne morale :

a) autoriser, par résolution spéciale, les administrateurs à demander, en vertu de l’article 187, un certificat de prorogation;

b) par la même résolution, apporter à la charte de la personne morale toutes les modifications qu’une société constituée sous le régime de la présente loi peut apporter à ses statuts.

 

 

 

Current to February 11, 2020

  218  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Section 268

 

Article 268

Amendment of charter — other Act

(2.1) In connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, who are entitled to vote at annual meetings of shareholders may, subject to any other Act of Parliament or the charter of the body corporate,

(a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and

(b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

Change of class rights

(3) Despite subsections (2) and (2.1), the shareholders of a body corporate may not, by a special resolution under any of those subsections, make any change of the nature referred to in subsection 176(1) that affects a class or series of shares, unless

(a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 176(1)(a), (b) or (e); or

(b) the holders of the class or series of shares approve the change in accordance with section 176.

Authorizing continuance

(4) Subject to subsection (6), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

Authorizing continuance

(4.1) Subject to subsection (6), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

Modification de la charte : autre loi

(2.1) En ce qui concerne la prorogation sous le régime de la présente loi, les actionnaires d’une personne morale constituée ou prorogée en vertu d’une loi fédérale, autre que la présente loi ou une loi spéciale, qui ont le droit de voter aux assemblées annuelles peuvent, sous réserve de toute autre loi fédérale ou de la charte de la personne morale :

a) autoriser, par résolution spéciale, les administrateurs à demander, en vertu de l’article 187, un certificat de prorogation;

b) par la même résolution, apporter à la charte de la personne morale toutes les modifications qu’une société constituée sous le régime de la présente loi peut apporter à ses statuts.

Changement des droits afférents à une catégorie ou série d’actions

(3) Malgré les paragraphes (2) et (2.1), les actionnaires d’une personne morale ne peuvent, par la résolution spéciale visée à l’un ou l’autre de ces paragraphes, apporter aucune modification analogue à celles visées au paragraphe 176(1) et touchant une catégorie ou une série d’actions, sauf dans l’un ou l’autre des cas suivants :

a) la charte de la personne morale permet d’apporter des modifications analogues à celles visées aux alinéas 176(1)a), b) ou e);

b) les actionnaires de cette catégorie ou série approuvent la modification, selon les modalités prévues à l’article 176.

Demande de prorogation

(4) Sous réserve du paragraphe (6), les administrateurs d’une personne morale constituée ou prorogée en vertu d’une loi fédérale spéciale peuvent, malgré la charte de la personne morale, demander, en vertu de l’article 187, un certificat de prorogation si les clauses de prorogation n’apportent à la charte de la personne morale que des modifications qui doivent obligatoirement être conformes à la présente loi.

Demande de prorogation

(4.1) Sous réserve du paragraphe (6), les administrateurs d’une personne morale constituée ou prorogée en vertu d’une loi fédérale, à l’exception de la présente loi ou d’une loi spéciale, peuvent, sous réserve de toute autre loi fédérale ou de la charte de la personne morale, demander, en vertu de l’article 187, un certificat de prorogation si les clauses de prorogation n’apportent à la charte de la personne morale que des modifications

 

 

 

Current to February 11, 2020

  219  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Section 268

 

Article 268

Financial institutions

(4.2) For the purposes of this section, every body corporate that is incorporated or continued under an Act of Parliament and to which the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act.

No dissent

(5) A shareholder is not entitled to dissent under section 190 in respect of an amendment made under subsection (2), (2.1), (3), (4) or (4.1).

Discretionary continuance

(6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which the Canada Not-for-profit Corporations Act does not apply, apply for a certificate of continuance under section 187 within any period that may be prescribed except for the following:

(a) a bank;

(a.1) an association to which the Cooperative Credit Associations Act applies;

(b) a company or society to which the Insurance Companies Act applies; and

(c) a company to which the Trust and Loan Companies Act applies.

(7) [Repealed, 2009, c. 23, s. 311]

Fees

(8) A body corporate that obtains a certificate of continuance under this section is not required to pay any fees otherwise payable under this Act in respect of such continuance.

Special Act no longer applicable

(8.1) On the continuance of a body corporate incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

qui doivent obligatoirement être conformes à la présente loi.

Présomption

(4.2) Pour l’application du présent article, toute personne morale constituée ou prorogée en vertu d’une loi fédérale et régie par la Loi sur les banques, la Loi sur les associations coopératives de crédit, la Loi sur les sociétés d’assurances et la Loi sur les sociétés de fiducie et de prêt est réputée être constituée ou prorogée en vertu d’une loi fédérale autre que la présente loi ou une loi spéciale.

Aucune dissidence

(5) La dissidence prévue à l’article 190 est exclue dans le cas des modifications apportées en vertu des paragraphes (2), (2.1), (3), (4) ou (4.1).

Prorogation discrétionnaire

(6) Le gouverneur en conseil peut, par décret, enjoindre aux personnes morales constituées sous le régime d’une loi fédérale — mais non régies par la Loi canadienne sur les organisations à but non lucratif — de demander, dans le délai réglementaire, le certificat de prorogation prévu à l’article 187, à l’exception :

a) des banques;

a.1) des associations régies par la Loi sur les associations coopératives de crédit;

b) des sociétés ou des sociétés de secours régies par la Loi sur les sociétés d’assurances;

c) des sociétés régies par la Loi sur les sociétés de fiducie et de prêt.

(7) [Abrogé, 2009, ch. 23, art. 311]

Droits

(8) Aucun droit de prorogation n’est exigible des personnes morales qui obtiennent un certificat de prorogation en vertu du présent article.

Non-application des lois spéciales

(8.1) La loi spéciale du Parlement ayant constitué la personne morale cesse de s’appliquer à celle-ci dès sa prorogation au titre de la présente loi.

 

 

 

Current to February 11, 2020

  220  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

PART XXI General

 

PARTIE XXI Dispositions générales

Section 268

 

Article 268

Idem

(9) A body corporate referred to in subsection (6) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiration of that period.

Continuance prohibited

(10) A body corporate to which the Canada Not-for-profit Corporations Act applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.

Exception for railway companies

(11) A body corporate that is incorporated by or under a Special Act, as defined in section 87 of the Canada Transportation Act, may apply for a certificate of continuance under section 187.

R.S., 1985, c. C-44, s. 268; 1991, c. 45, s. 556, c. 46, s. 597, c. 47, s. 724; 1992, c. 1, ss. 142, 160(F); 1994, c. 24, s. 32; 1996, c. 10, s. 213; 2001, c. 14, s. 133; 2007, c. 6, s. 401; 2009, c. 23, ss. 311, 345, 346.

Idem

(9) Les personnes morales visées au paragraphe (6) qui ne demandent pas de certificat de prorogation dans le délai imparti sont dissoutes à l’expiration de ce délai.

Prorogation interdite

(10) Les personnes morales régies par la Loi canadienne sur les organisations à but non lucratif, ainsi que les personnes morales de même nature non constituées sous le régime d’une loi fédérale, ne peuvent demander le certificat de prorogation prévu à l’article 187.

Exception pour les compagnies de chemin de fer

(11) Une personne morale qui est constituée sous le régime d’une loi spéciale, au sens de l’article 87 de la Loi sur les transports au Canada, peut demander un certificat de prorogation en vertu de l’article 187.

L.R. (1985), ch. C-44, art. 268; 1991, ch. 45, art. 556, ch. 46, art. 597, ch. 47, art. 724; 1992, ch. 1, art. 142 et 160(F); 1994, ch. 24, art. 32; 1996, ch. 10, art. 213; 2001, ch. 14, art. 133; 2007, ch. 6, art. 401; 2009, ch. 23, art. 311, 345 et 346.

 

 

 

Current to February 11, 2020

  221  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

SCHEDULE

(Subsections 21.31(2), (3) and (6))

Offences

1 An offence under any of the following provisions of the Criminal Code:

(a) subsection 57(1) (forgery of or uttering forged passport);

(b) subsection 74(1) (piracy by law of nations);

(c) section 75 (piratical acts);

(d) section 83.02 (providing or collecting property for certain activities);

(e) section 83.03 (providing, making available, etc., property or services for terrorist purposes);

(f) section 83.04 (using or possessing property for terrorist purposes);

(g) section 83.12 (freezing of property, disclosure or audit);

(h) subsection 83.18(1) (participation in activity of terrorist group);

(i) section 83.181 (leaving Canada to participate in activity of terrorist group);

(j) subsection 83.19(1) (facilitating terrorist activity);

(k) section 83.191 (leaving Canada to facilitate terrorist activity);

(l) section 83.2 (commission of offence for terrorist group);

(m) section 83.201 (leaving Canada to commit offence for terrorist group);

(n) section 83.202 (leaving Canada to commit offence that is terrorist activity);

(o) subsection 83.21(1) (instructing to carry out activity for terrorist group);

(p) subsection 83.22(1) (instructing to carry out terrorist activity);

(q) subsection 83.221(1) (advocating or promoting commission of terrorism offences);

(r) subsections 83.23(1) and (2) (concealing person who carried out terrorist activity and concealing person who is likely to carry out terrorist activity);

ANNEXE

(paragraphes 21.31(2), (3) et (6))

Infractions

1 Infraction prévue par l’une des dispositions ci-après du Code criminel :

a) paragraphe 57(1) (faux ou usage de faux en matière de passeport);

b) paragraphe 74(1) (piraterie d’après le droit des gens);

c) article 75 (actes de piraterie);

d) article 83.02 (fournir ou réunir des biens en vue de certains actes);

e) article 83.03 (fournir, rendre disponibles, etc. des biens ou services à des fins terroristes);

f) article 83.04 (utiliser ou avoir en sa possession des biens à des fins terroristes);

g) article 83.12 (blocage des biens, communication ou vérification);

h) paragraphe 83.18(1) (participation à une activité d’un groupe terroriste);

i) article 83.181 (quitter le Canada : participation à une activité d’un groupe terroriste);

j) paragraphe 83.19(1) (facilitation d’une activité terroriste);

k) article 83.191 (quitter le Canada : facilitation d’une activité terroriste);

l) article 83.2 (infraction au profit d’un groupe terroriste);

m) article 83.201 (quitter le Canada : perpétration d’une infraction au profit d’un groupe terroriste);

n) article 83.202 (quitter le Canada : perpétration d’une infraction constituant une activité terroriste);

o) paragraphe 83.21(1) (charger une personne de se livrer à une activité pour un groupe terroriste);

p) paragraphe 83.22(1) (charger une personne de se livrer à une activité terroriste);

q) paragraphe 83.221(1) (préconiser ou fomenter la perpétration d’infractions de terrorisme);

r) paragraphes 83.23(1) ou (2) (cacher une personne qui s’est livrée à une activité terroriste; cacher une

 

 

 

Current to February 11, 2020

  222  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

(s) subsections 83.231(1), (3) and (4) (hoax — terrorist activity, causing bodily harm and causing death);

(t) subsection 99(1) (weapons trafficking);

(u) subsection 100(1) (possession for purpose of weapons trafficking);

(v) subsection 101(1) (transfer without authority);

(w) subsection 103(1) (importing or exporting knowing it is unauthorized);

(x) subsection 104(1) (unauthorized importing or exporting);

(y) subsection 119(1) (bribery of judicial officers, etc.);

(z) section 120 (bribery of officers);

(z.001) subsections 121(1) and (2) (frauds on the government and contractor subscribing to election fund);

(z.002) subsection 121.1(1) (selling, etc., of tobacco products and raw leaf tobacco);

(z.003) section 122 (breach of trust by public officer);

(z.004) subsection 123(1) (municipal corruption);

(z.005) section 124 (selling or purchasing office);

(z.006) section 125 (influencing or negotiating appointments or dealing in offices);

(z.007) subsection 235(1) (murder);

(z.008) section 236 (manslaughter);

(z.009) subsection 239(1) (attempt to commit murder);

(z.01) section 240 (accessory after fact to murder);

(z.011) subsection 264.1(1) (uttering threats);

(z.012) section 266 (assault);

(z.013) section 267 (assault with a weapon or causing bodily harm);

(z.014) subsection 268(1) (aggravated assault);

(z.015) section 269 (unlawfully causing bodily harm);

(z.016) subsection 269.1(1) (torture);

(z.017) subsection 270(1) (assaulting a peace officer);

(z.018) subsection 270.01(1) (assaulting peace officer with weapon or causing bodily harm);

personne qui se livrera vraisemblablement à une activité terroriste);

s) paragraphes 83.231(1), (3) ou (4) (incitation à craindre des activités terroristes; fait de causer des blessures corporelles; fait de causer la mort);

t) paragraphe 99(1) (trafic d’armes);

u) paragraphe 100(1) (possession en vue de faire le trafic d’armes);

v) paragraphe 101(1) (cession illégale);

w) paragraphe 103(1) (importation ou exportation non autorisées — infraction délibérée);

x) paragraphe 104(1) (importation ou exportation non autorisées);

y) paragraphe 119(1) (corruption de fonctionnaires judiciaires, etc.);

z) article 120 (corruption de fonctionnaires);

z.001) paragraphes 121(1) ou (2) (fraudes envers le gouvernement; entrepreneur qui souscrit à une caisse électorale);

z.002) paragraphe 121.1(1) (interdiction — produits du tabac et tabac en feuilles);

z.003) article 122 (abus de confiance par un fonctionnaire public);

z.004) paragraphe 123(1) (actes de corruption dans les affaires municipales);

z.005) article 124 (achat ou vente d’une charge);

z.006) article 125 (influencer ou négocier une nomination ou en faire commerce);

z.007) paragraphe 235(1) (meurtre);

z.008) article 236 (homicide involontaire coupable);

z.009) paragraphe 239(1) (tentative de meurtre);

z.01) article 240 (complice de meurtre après le fait);

z.011) paragraphe 264.1(1) (proférer des menaces);

z.012) article 266 (voies de fait);

z.013) article 267 (agression armée ou infliction de lésions corporelles);

z.014) paragraphe 268(1) (voies de fait graves);

z.015) article 269 (lésions corporelles);

 

 

 

Current to February 11, 2020

  223  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

(z.019) section 270.02 (aggravated assault of peace officer);

(z.02) subsection 270.1(1) (disarming a peace officer);

(z.021) section 271 (sexual assault);

(z.022) subsection 272(1) (sexual assault with a weapon, threats to a third party or causing bodily harm);

(z.023) subsection 273(1) (aggravated sexual assault);

(z.024) subsection 279(1) (kidnapping);

(z.025) subsection 279.01(1) (trafficking in persons);

(z.026) subsection 279.011(1) (trafficking of a person under 18 years);

(z.027) subsections 279.02(1) and (2) (material benefit — trafficking of a person);

(z.028) subsections 279.03 (1) and (2) (withholding or destroying documents — trafficking of a person);

(z.029) subsections 279.1(1) and (2) (hostage taking);

(z.03) subsection 280(1) (abduction of person under 16 years);

(z.031) section 281 (abduction of person under 14 years);

(z.032) subsections 286.2(1) and (2) (material benefit from sexual services);

(z.033) subsections 286.3(1) and (2) (procuring);

(z.034) subsection 322(1) (theft);

(z.035) section 324 (theft by bailee of things under seizure);

(z.036) subsection 326(1) (theft of telecommunication service);

(z.037) subsection 327(1) (possession of device to obtain use of telecommunication facility or telecommunication service);

(z.038) subsection 330(1) (theft by person required to account);

(z.039) section 331 (theft by person holding power of attorney);

(z.04) subsection 332(1) (misappropriation of money held under direction);

(z.041) subsection 333.1(1) (motor vehicle theft);

z.016) paragraphe 269.1(1) (torture);

z.017) paragraphe 270(1) (voies de fait contre un agent de la paix);

z.018) paragraphe 270.01(1) (agression armée ou infliction de lésions corporelles — agent de la paix);

z.019) article 270.02 (voies de fait graves — agent de la paix);

z.02) paragraphe 270.1(1) (désarmer un agent de la paix);

z.021) article 271 (agression sexuelle);

z.022) paragraphe 272(1) (agression sexuelle armée, menaces à une tierce personne ou infliction de lésions corporelles);

z.023) paragraphe 273(1) (agression sexuelle grave);

z.024) paragraphe 279(1) (enlèvement);

z.025) paragraphe 279.01(1) (traite des personnes);

z.026) paragraphe 279.011(1) (traite de personnes âgées de moins de dix-huit ans);

z.027) paragraphes 279.02(1) ou (2) (avantage matériel — traite de personnes);

z.028) paragraphes 279.03(1) ou (2) (rétention ou destruction de documents — traite de personnes);

z.029) paragraphes 279.1(1) ou (2) (prise d’otage);

z.03) paragraphe 280(1) (enlèvement d’une personne âgée de moins de seize ans);

z.031) article 281 (enlèvement d’une personne âgée de moins de quatorze ans);

z.032) paragraphes 286.2(1) ou (2) (avantage matériel provenant de la prestation de services sexuels);

z.033) paragraphes 286.3(1) ou (2) (proxénétisme);

z.034) paragraphe 322(1) (vol);

z.035) article 324 (vol par dépositaire de choses frappées de saisie);

z.036) paragraphe 326(1) (vol de service de télécommunication);

z.037) paragraphe 327(1) (possession d’un dispositif pour l’utilisation d’installations de télécommunication ou l’obtention de services de télécommunication);

 

 

 

Current to February 11, 2020

  224  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

(z.042) subsection 335(1) (taking motor vehicle or vessel or found therein without consent);

(z.043) section 336 (criminal breach of trust);

(z.044) subsections 338(1) and (2) (fraudulently taking cattle or defacing brand and theft of cattle);

(z.045) subsection 339(1) (taking possession, etc., of drift timber);

(z.046) section 340 (destroying documents of title);

(z.047) section 341 (fraudulent concealment);

(z.048) subsections 342(1) and (3) (theft, forgery, etc., of credit card and unauthorized use of credit card data);

(z.049) subsection 342.1(1) (unauthorized use of computer);

(z.05) section 343 (robbery);

(z.051) subsections 346(1) and (1.1) (extortion);

(z.052) subsection 354(1) (possession of property obtained by crime);

(z.053) section 355.2 (trafficking in property obtained by crime);

(z.054) section 355.4 (possession of property obtained by crime — trafficking);

(z.055) section 369 (exchequer bill paper, public seals, etc.);

(z.056) subsections 372(1), (2) and (3) (false information, indecent communications and harassing communications);

(z.057) section 374 (drawing document without authority, etc.);

(z.058) section 375 (obtaining, etc., by instrument based on forged document);

(z.059) subsections 376(1) and (2) (counterfeiting stamp, etc. and counterfeiting mark);

(z.06) subsection 377(1) (damaging documents);

(z.061) section 378 (offences in relation to registers);

(z.062) subsections 380(1) and (2) (fraud and affecting public market);

(z.063) section 381 (using mails to defraud);

z.038) paragraphe 330(1) (vol par une personne tenue de rendre compte);

z.039) article 331 (vol par une personne détenant une procuration);

z.04) paragraphe 332(1) (distraction de fonds détenus en vertu d’instructions);

z.041) paragraphe 333.1(1) (vol d’un véhicule à moteur);

z.042) paragraphe 335(1) (prise d’un véhicule à moteur ou d’un bateau sans consentement);

z.043) article 336 (abus de confiance criminel);

z.044) paragraphes 338(1) ou (2) (prendre frauduleusement des bestiaux ou enlever les marques; vol de bestiaux);

z.045) paragraphe 339(1) (prise de possession, etc. de bois en dérive);

z.046) article 340 (destruction de titres);

z.047) article 341 (fait de cacher frauduleusement);

z.048) paragraphes 342(1) ou (3) (vol, etc. de cartes de crédit; utilisation non autorisée de données relatives à une carte de crédit);

z.049) paragraphe 342.1(1) (utilisation non autorisée d’ordinateur);

z.05) article 343 (vol qualifié);

z.051) paragraphes 346(1) ou (1.1) (extorsion);

z.052) paragraphe 354(1) (possession de biens criminellement obtenus);

z.053) article 355.2 (trafic de biens criminellement obtenus);

z.054) article 355.4 (possession de biens criminellement obtenus — trafic);

z.055) article 369 (papier de bons du Trésor, sceaux publics, etc.);

z.056) paragraphes 372(1), (2) ou (3) (faux renseignements; communications indécentes; communications harcelantes);

z.057) article 374 (rédaction non autorisée d’un document);

z.058) article 375 (obtenir, etc. au moyen d’un instrument fondé sur un document contrefait);

 

 

 

Current to February 11, 2020

  225  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

(z.064) section 382 (fraudulent manipulation of stock exchange transactions);

(z.065) subsections 382.1(1) and (2) (prohibited insider trading and tipping);

(z.066) subsection 385(1) (fraudulent concealment of title documents);

(z.067) section 386 (fraudulent registration of title);

(z.068) section 387 (fraudulent sale of real property);

(z.069) section 388 (misleading receipt);

(z.07) subsection 389(1) (fraudulent disposal of goods on which money advanced);

(z.071) section 390 (fraudulent receipts under Bank Act);

(z.072) section 392 (disposal of property to defraud creditors);

(z.073) subsections 393(1), (2), and (3) (fraud in relation to fares, etc. and fraudulently obtaining transportation);

(z.074) subsection 394(5) (fraud in relation to valuable mineral, sale of valuable minerals and purchase of valuable minerals);

(z.075) subsection 396(1) (offences in relation to mines);

(z.076) section 406 (forging trade-mark);

(z.077) section 407 (forging trade-mark with intent to deceive or defraud);

(z.078) section 408 (passing off);

(z.079) subsection 409(1) (instruments for forging trade-mark);

(z.08) section 410 (other offences in relation to trademarks);

(z.081) section 411 (used goods sold without disclosure);

(z.082) subsections 426(1) and (2) (secret commissions);

(z.083) section 449 (make counterfeit money);

(z.084) section 450 (possession, etc., of counterfeit money);

(z.085) section 451 (having clippings, etc.);

z.059) paragraphes 376(1) ou (2) (contrefaçon de timbres, etc.; contrefaçon d’une marque);

z.06) paragraphe 377(1) (documents endommagés);

z.061) article 378 (infractions relatives aux registres);

z.062) paragraphes 380(1) ou (2) (fraude; influence sur le marché public);

z.063) article 381 (emploi de la poste pour frauder);

z.064) article 382 (manipulations frauduleuses d’opérations boursières);

z.065) paragraphes 382.1(1) ou (2) (délit d’initié; communication de renseignements confidentiels);

z.066) paragraphe 385(1) (cacher frauduleusement des titres);

z.067) article 386 (enregistrement frauduleux de titre);

z.068) article 387 (vente frauduleuse d’un bien immeuble);

z.069) article 388 (reçu destiné à tromper);

z.07) paragraphe 389(1) (aliénation frauduleuse de marchandises sur lesquelles on a avancé de l’argent);

z.071) article 390 (reçus frauduleux sous le régime de la Loi sur les banques);

z.072) article 392 (aliénation de biens avec l’intention de frauder des créanciers);

z.073) paragraphes 393(1), (2) ou (3) (fraude en matière de prix de passage, etc.; obtention frauduleuse de transport);

z.074) paragraphe 394(5) (fraudes relatives aux minéraux précieux; vente de minéraux précieux; achat de minéraux précieux);

z.075) paragraphe 396(1) (infractions relatives aux mines);

z.076) article 406 (contrefaçon d’une marque de commerce);

z.077) article 407 (contrefaçon d’une marque de commerce avec intention de tromper ou de frauder);

z.078) article 408 (substitution);

z.079) paragraphe 409(1) (instruments pour contrefaire une marque de commerce);

 

 

 

Current to February 11, 2020

  226  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

 

(z.086) section 452 (uttering, etc., counterfeit money);

(z.087) section 453 (uttering coin);

(z.088) section 454 (slugs and tokens);

(z.089) section 455 (clipping and uttering clipped coin);

(z.09) section 456 (defacing current coins);

(z.091) subsection 457(3) (likeness of bank-notes);

(z.092) section 458 (making, having or dealing in instruments for counterfeiting);

(z.093) section 459 (conveying instruments for coining out of mint);

(z.094) subsection 460(1) (advertising and dealing in counterfeit money, etc.);

(z.095) subsection 462.31(1) (laundering proceeds of crime);

(z.096) subsection 467.11(1) (participation in activities of criminal organization);

(z.097) section 467.111 (recruitment of members by a criminal organization);

(z.098) subsection 467.12(1) (commission of offence for criminal organization);

(z.099) subsection 467.13(1) (instructing commission of offence for criminal organization).

2 An offence under section 42 of the Copyright Act.

z.08) article 410 (autres infractions relatives aux marques de commerce);

z.081) article 411 (vente de marchandises utilisées sans indication);

z.082) paragraphes 426(1) ou (2) (commissions secrètes);

z.083) article 449 (fabrication de monnaie contrefaite);

 

z.084) article 450 (possession, etc. de monnaie contrefaite);

z.085) article 451 (possession de limailles, etc.);

z.086) article 452 (mise en circulation, etc. de monnaie contrefaite);

z.087) article 453 (pièce mise en circulation);

z.088) article 454 (piécettes);

z.089) article 455 (rogner une pièce de monnaie);

z.09) article 456 (dégrader une pièce de monnaie courante);

z.091) paragraphe 457(3) (chose ressemblant à un billet de banque);

z.092) article 458 (fabrication, possession ou commerce d’instruments pour contrefaire de la monnaie);

z.093) article 459 (retirer d’un hôtel de la Monnaie des instruments, etc.);

z.094) paragraphe 460(1) (faire le commerce de la monnaie contrefaite, etc.);

z.095) paragraphe 462.31(1) (recyclage des produits de la criminalité);

z.096) paragraphe 467.11(1) (participation aux activités d’une organisation criminelle);

z.097) article 467.111 (recrutement de membres par une organisation criminelle);

z.098) paragraphe 467.12(1) (infraction au profit d’une organisation criminelle);

z.099) paragraphe 467.13(1) (charger une personne de commettre une infraction).

2 Infraction prévue par l’article 42 de la Loi sur le droit d’auteur.

 

 

 

Current to February 11, 2020

  227  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

 

3 An offence under any of the following provisions of the Customs Act:

(a) subsection 160(1), in respect of the contravention of any of sections 153, 155, 156, 159 and 159.1;

(b) section 160.1, in respect of the contravention of section 153.1;

(c) section 161, in respect of the contravention of section 154 or 157.

4 An offence under any of the following provisions of the Controlled Drugs and Substances Act:

(a) subsections 5(1) and (2) (trafficking in substance and possession for purpose of trafficking);

(b) subsections 6(1) and (2) (importing and exporting and possession for the purpose of exporting);

(c) subsection 7(2) (production of substance).

5 An offence under any of the following provisions of the Corruption of Foreign Public Officials Act:

(a) subsection 3(1) (bribing a foreign public official);

(b) subsection 4(1) (accounting);

(c) subsection 5(1) (offence committed outside Canada).

6 An offence under any of the following provisions of the Canadian Environmental Protection Act, 1999:

(a) subsection 272(1); (contravention by persons of certain provisions);

(b) subsection 272.1(1); (contravention by persons of certain provisions);

(c) subsection 272.2 (1) (failure to comply with designated regulations);

(d) subsections 272.4(1), (2) and (3); (contravention by ships of certain provisions);

(e) subsections 272.5(1), (2) and (3); (contravention by ships of certain provisions);

(f) subsections 274(1) and (2) (damage to environment and risk of death or harm to persons and criminal negligence).

7 An offence under any of the following provisions of the Immigration and Refugee Protection Act:

3 Infraction prévue par l’une des dispositions ci-après de la Loi sur les douanes :

a) paragraphe 160(1), relativement à la contravention aux articles 153, 155, 156, 159 ou 159.1;

b) article 160.1, relativement à la contravention à l’article 153.1;

c) article 161, relativement à la contravention aux articles 154 ou 157.

4 Infraction prévue par l’une des dispositions ci-après de la Loi réglementant certaines drogues et autres substances :

a) paragraphes 5(1) ou (2) (trafic de substances; possession en vue du trafic);

b) paragraphes 6(1) ou (2) (importation et exportation; possession en vue de l’exportation);

c) paragraphe 7(2) (production de substance).

5 Infraction prévue par l’une des dispositions ci-après de la Loi sur la corruption d’agents publics étrangers :

a) paragraphe 3(1) (corruption d’agents publics étrangers);

b) paragraphe 4(1) (comptabilité);

c) paragraphe 5(1) (infraction commise à l’étranger).

6 Infraction prévue par l’une des dispositions ci-après de la Loi canadienne sur la protection de l’environnement (1999) :

a) paragraphe 272(1) (contravention par des personnes à certaines dispositions);

b) paragraphe 272.1(1) (contravention à certaines dispositions);

c) paragraphe 272.2(1) (omission de respecter certains règlements désignés);

d) paragraphes 272.4(1), (2) ou (3) (contravention par des navires à certaines dispositions);

e) paragraphes 272.5(1), (2) ou (3) (contravention par des navires à certaines dispositions);

f) paragraphes 274(1) ou (2) (dommages à l’environnement et mort ou blessures; négligence criminelle).

7 Infraction prévue par l’une des dispositions ci-après de la Loi sur l’immigration et la protection des réfugiés :

a) paragraphes 117(2) ou (3) (entrée illégale);

 

 

 

Current to February 11, 2020

  228  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

SCHEDULE Offences

 

ANNEXE Infractions

 

(a) subsections 117(2) and (3) (organizing entry into Canada);

(b) subsection 118(1) (trafficking in persons);

(c) section 119 (disembarking persons at sea).

8 An offence under any of the following provisions of the Cannabis Act:

(a) subsections 9(1) and (2) (distribution and possession for purpose of distributing);

(b) subsections 10(1) and (2) (selling and possession for purpose of selling);

(c) subsections 11(1) and (2) (importing and exporting and possession for purpose of exporting);

(d) subsections 12(1), (4), (5), (6) and (7) (production, cultivation, propagation and harvesting);

(e) subsection 13(1) (possession, etc., for use in production or distribution of illicit cannabis);

(f) subsection 14(1) (use of young person).

9 An offence under any Act of Parliament or law of the legislature of a province that provides for the imposition of a tax or duty for which the maximum term of imprisonment is five years or more.

2019, c 29, s. 101.

b) paragraphe 118(1) (trafic de personnes);

c) article 119 (débarquement de personnes en mer).

8 Infraction prévue par l’une des dispositions ci-après de la Loi sur le cannabis :

a) paragraphes 9(1) ou (2) (distribution; possession en vue de la distribution);

b) paragraphes 10(1) ou (2) (vente; possession en vue de la vente);

c) paragraphes 11(1) ou (2) (importation et exportation; possession en vue de l’exportation);

d) paragraphes 12(1), (4), (5), (6) ou (7) (production, culture, multiplication ou récolte);

e) paragraphe 13(1) (possession, etc., pour utilisation dans la production ou la distribution de cannabis illicite);

f) paragraphe 14(1) (assistance d’un jeune).

9 Infraction prévue à toute loi fédérale ou provinciale qui prévoit l’imposition ou la perception d’un impôt, d’une taxe ou d’un droit et qui est passible d’un emprisonnement maximal de cinq ans ou plus.

2019, ch. 29, art. 101.

 

 

 

Current to February 11, 2020

  229  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

RELATED PROVISIONS

 

DISPOSITIONS CONNEXES

 

RELATED PROVISIONS

— R. S. , 1985, c. 27 (2nd Supp. ), s. 11

Transitional: proceedings

11 Proceedings to which any of the provisions amended by the schedule apply that were commenced before the coming into force of section 10 shall be continued in accordance with those amended provisions without any further formality.

— 1990, c. 17, s. 45 (1)

Transitional: proceedings

45 (1) Every proceeding commenced before the coming into force of this subsection and in respect of which any provision amended by this Act applies shall be taken up and continued under and in conformity with that amended provision without any further formality.

— 1994, c. 21, s. 125 (2)

125 (2) Subsection (1) applies after 1988.

— 1994, c. 24, s. 33

Review of Canada Business Corporations Act

33 (1) Within three years after the day on which this Act is assented to, the Minister shall cause to be laid before both Houses of Parliament a report on the provisions and operation of the Canada Business Corporations Act, including any recommendations for amendments to that Act.

Reference to parliamentary committee

(2) The report stands referred to the committee of the House of Commons, or of both Houses of Parliament, that is designated or established for that purpose, which shall

(a) as soon as possible thereafter review the report and undertake a comprehensive review of the provisions and operation of the Canada Business Corporations Act; and

(b) report to the House of Commons, or to both Houses of Parliament, within one year after the laying of the report of the Minister or any further time that the House of Commons, or both Houses of Parliament, may authorize.

DISPOSITIONS CONNEXES

— L. R. (1985), ch. 27 (2e suppl. ), art. 11

Disposition transitoire : procédure

11 Les procédures intentées en vertu des dispositions modifiées en annexe avant l’entrée en vigueur de l’article 10 se poursuivent en conformité avec les nouvelles dispositions sans autres formalités.

— 1990, ch. 17, par. 45 (1)

Disposition transitoire : procédures

45 (1) Les procédures intentées avant l’entrée en vigueur du présent paragraphe et auxquelles s’appliquent des dispositions visées par la présente loi se poursuivent sans autres formalités en conformité avec ces dispositions dans leur forme modifiée.

— 1994, ch. 21, par. 125 (2)

125 (2) Le paragraphe (1) s’applique après 1988.

— 1994, ch. 24, art. 33

Examen

33 (1) Dans les trois ans suivant la date de sanction de la présente loi, le ministre présente au Sénat et à la Chambre des communes un rapport sur la Loi sur les sociétés par actions de régime fédéral et les conséquences de son application dans lequel il fait état des modifications qu’il juge souhaitables.

Renvoi en comité

(2) Les comités de la Chambre des communes ou mixtes désignés ou constitués à cette fin sont saisis d’office du rapport et procèdent dans les meilleurs délais à l’étude de celui-ci de même qu’à l’analyse exhaustive de la Loi sur les sociétés par actions de régime fédéral et des conséquences de son application. Ils présentent un rapport à la Chambre des communes ou aux deux chambres du Parlement, selon le cas, dans l’année suivant le dépôt du rapport visé au paragraphe (1) ou dans le délai supérieur accordé par celles-ci.

 

 

 

Current to February 11, 2020

  230  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

RELATED PROVISIONS

 

DISPOSITIONS CONNEXES

 

— 1996, c. 10, s. 214

Previous continuance of railway companies

214 No continuance of a railway company granted under section 187 of the Canada Business Corporations Act before section 212 comes into force is invalid because the company was incorporated by or under an Act of Parliament.

— 1998, c. 30, s. 10

Transitional — proceedings

10 Every proceeding commenced before the coming into force of this section and in respect of which any provision amended by sections 12 to 16 applies shall be taken up and continued under and in conformity with that amended provision without any further formality.

— 2001, c. 14, s. 136

Review of Canada Business Corporations Act

136 A committee of the Senate, of the House of Commons or of both Houses of Parliament that is designated or established for the purpose shall, within five years after the coming into force of this section, and within every ten years thereafter, undertake a review of the provisions and operations of the Canada Business Corporations Act, and shall, within a reasonable period thereafter, cause to be laid before each House of Parliament a report thereon.

— 2001, c. 14, s. 233

233 Part XIX.1 of the Canada Business Corporations Act, as enacted by section 115 of this Act, does not apply to any proceeding commenced before the coming into force of that section.

— 2009, c. 23, s. 297 (6)

Time limit for continuance

297 (6) Despite any provision of the Canada Corporations Act, a body corporate referred to in subsection (2) that does not apply for a certificate of continuance under section 187 of the Canada Business Corporations Act within six months after the day on which this subsection comes into force is dissolved on the expiry of that period.

— 2011, c. 25, s. 42

Submission to Minister

42 (1) The Corporation must submit an application for continuance under one of the following Acts for the Minister’s approval:

— 1996, ch. 10, art. 214

Prorogations antérieures

214 Nulle prorogation d’une compagnie de chemin de fer accordée en vertu de l’article 187 de la Loi canadienne sur les sociétés par actions avant l’entrée en vigueur de l’article 212 n’est invalide du fait que la compagnie a été constituée sous le régime d’une loi fédérale.

— 1998, ch. 30, art. 10

Procédures

10 Les procédures intentées avant l’entrée en vigueur du présent article et auxquelles s’appliquent des dispositions visées par les articles 12 à 16 se poursuivent sans autres formalités en conformité avec ces dispositions dans leur forme modifiée.

— 2001, ch. 14, art. 136

Examen de la Loi canadienne sur les sociétés par actions

136 Dans les cinq ans qui suivent l’entrée en vigueur du présent article — et ce ensuite tous les dix ans — le comité soit de la Chambre des communes, soit du Sénat, soit mixte, désigné ou constitué à cette fin procède à un examen des dispositions et de l’application de la Loi canadienne sur les sociétés par actions. Il dispose ensuite d’un délai raisonnable pour faire déposer son rapport devant chaque chambre du Parlement.

— 2001, ch. 14, art. 233

233 La partie XIX.1 de la Loi canadienne sur les sociétés par actions, édictée par l’article 115 de la présente loi, ne s’applique pas aux procédures engagées avant l’entrée en vigueur de cet article.

— 2009, ch. 23, par. 297 (6)

Dissolution

297 (6) Malgré la Loi sur les corporations canadiennes, la personne morale visée au paragraphe (2) qui n’a pas demandé le certificat de prorogation au titre de l’article 187 de la Loi canadienne sur les sociétés par actions dans les six mois suivant l’entrée en vigueur du présent paragraphe est dissoute à l’expiration de ce délai.

— 2011, ch. 25, art. 42

Demande au ministre

42 (1) La Commission présente à l’agrément du ministre une demande en vue d’obtenir sa prorogation en vertu de l’une ou l’autre des lois suivantes :

 

 

 

Current to February 11, 2020

  231  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

RELATED PROVISIONS

 

DISPOSITIONS CONNEXES

 

(a) the Canada Business Corporations Act;

(b) the Canada Cooperatives Act; or

(c) the Canada Not-for-profit Corporations Act.

Deadline

(2) The application must be submitted to the Minister within four years, or any shorter period specified by the Minister, after the day on which this Part comes into force.

Submission to applicable authorities

(3) Once the application has been approved by the Minister, the Corporation must submit the application to the applicable authorities under the relevant Act.

Application not invalid

(4) The application is not invalid solely because the Corporation is incorporated by an Act of Parliament.

— 2012, c. 19, s. 210

Status of PPP Canada Inc.

210 Except as provided in this Division, PPP Canada Inc., incorporated under the Canada Business Corporations Act, is not an agent of Her Majesty in right of Canada.

— 2018, c. 8, s. 107. 1

Review

107.1 (1) On the fifth anniversary of the day on which section 24 of this Act comes into force, the provisions under Part XIV.1 of the Canada Business Corporations Act are to be referred to a committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for the purpose of reviewing those provisions.

Report to Parliament

(2) The committee referred to in subsection (1) shall, within a reasonable time after a review is completed, submit a report on that review to the Senate, the House of Commons or both Houses of Parliament, as the case may be.

a) la Loi canadienne sur les sociétés par actions;

b) la Loi canadienne sur les coopératives;

c) la Loi canadienne sur les organisations à but non lucratif.

Délais pour la présentation au ministre

(2) La demande est présentée au ministre dans les quatre ans — ou dans tout autre délai plus court fixé par lui — suivant l’entrée en vigueur de la présente partie.

Demande à l’autorité compétente

(3) Dès que la demande est agréée par le ministre, la Commission la présente à l’autorité ayant compétence pour la proroger en vertu de la loi applicable.

Validité de la demande

(4) La demande n’est pas invalide du fait que la Commission est constituée par une loi fédérale.

— 2012, ch. 19, art. 210

Statut de la société PPP Canada Inc.

210 Sous réserve des autres dispositions de la présente section, la société PPP Canada Inc., constituée sous le régime de la Loi canadienne sur les sociétés par actions, n’est pas mandataire de Sa Majesté du chef du Canada.

— 2018, ch. 8, art. 107. 1

Examen

107.1 (1) Au cinquième anniversaire de l’entrée en vigueur de l’article 24 de la présente loi, les dispositions de la partie XIV.1 de la Loi canadienne sur les sociétés par actions sont soumises à l’examen d’un comité soit du Sénat, soit de la Chambre des communes, soit mixte, constitué ou désigné pour les examiner.

Rapport au Parlement

(2) Dans un délai raisonnable suivant la fin de son examen, le comité visé au paragraphe (1) remet un rapport au Sénat, à la Chambre des communes ou aux deux chambres, selon le cas.

 

 

 

Current to February 11, 2020

  232  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

 

AMENDMENTS NOT IN FORCE

— 2018, c. 8, s. 3

3 Subsection 11(1) of the Act is replaced by the following:

Reserving name

11 (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.

— 2018, c. 8, s. 4

1994, c. 24, s. 7(1).

4 (1) Subsections 12(1) and (2) of the Act are replaced by the following:

Prohibited names

12 (1) A corporation shall not be incorporated or continued as a corporation under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.

Directing change of name

(2) The Director may direct a corporation to change its name in accordance with section 173 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

1994, c. 24, s. 7(3).

(2) Subsection 12(5) of the Act is replaced by the following:

Revoking name

(5) If a corporation has not followed a directive under subsection (2), (4) or (4.1) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is the name assigned by the Director.

— 2018, c. 8, s. 13

13 (1) Subsection 106(3) of the Act is replaced by the following:

Election of directors

(3) Subject to subsection (3.1) and paragraph 107(b), shareholders of a corporation shall, by ordinary

MODIFICATIONS NON EN VIGUEUR

— 2018, ch. 8, art. 3

3 Le paragraphe 11(1) de la même loi est remplacé par ce qui suit :

Réservation

11 (1) Le directeur peut, sur demande, réserver pendant la période réglementaire une dénomination sociale à la société dont la création est envisagée ou qui entend changer de dénomination sociale.

— 2018, ch. 8, art. 4

1994, ch. 24, par. 7(1).

4 (1) Les paragraphes 12(1) et (2) de la même loi sont remplacés par ce qui suit :

Dénominations sociales prohibées

12 (1) La société ne peut pas être constituée ou prorogée, exercer une activité commerciale ou s’identifier sous une dénomination sociale qui est prohibée par les règlements ou qui n’est pas conforme aux exigences réglementaires, ni adopter une telle dénomination.

Ordre de changement de la dénomination sociale non conforme

(2) Le directeur peut ordonner à la société de changer sa dénomination sociale conformément à l’article 173 lorsque celle-ci a reçu, notamment par inadvertance, une dénomination sociale qui est prohibée par les règlements ou qui n’est pas conforme aux exigences réglementaires.

1994, ch. 24, par. 7(3).

(2) Le paragraphe 12(5) de la même loi est remplacé par ce qui suit :

Annulation de la dénomination sociale

(5) Le directeur peut annuler la dénomination sociale de la société qui n’a pas obtempéré aux ordres donnés en vertu des paragraphes (2), (4) ou (4.1) dans le délai réglementaire et lui en attribuer d’office une autre; celle-ci demeure la dénomination sociale de la société tant qu’elle n’a pas été changée conformément à l’article 173.

— 2018, ch. 8, art. 13

13 (1) Le paragraphe 106(3) de la même loi est remplacé par ce qui suit :

Élection des administrateurs

(3) Sous réserve du paragraphe (3.1) et de l’alinéa 107b), les actionnaires doivent, à leur première assemblée et, s’il

 

 

 

Current to February 11, 2020

  233  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the third annual meeting of shareholders following the election.

Election of directors — distributing corporations

(3.1) Subject to paragraph 107(b), shareholders of a distributing corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the next annual meeting of shareholders following the election.

Exceptions — certain distributing corporations

(3.2) Despite subsection (3.1), in the case of any prescribed class of distributing corporations or in any prescribed circumstances respecting distributing corporations or classes of distributing corporations, the directors are to be elected in accordance with subsection (3).

Separate vote for each candidate

(3.3) If the election of directors is for a prescribed corporation, a separate vote of shareholders shall be taken with respect to each candidate nominated for director.

Majority voting

(3.4) If, at a meeting of shareholders of a distributing corporation — other than in the case of a prescribed class of distributing corporations — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy, unless the articles require a greater number of votes.

2001, c. 14, s. 38(2).

(2) Subsections 106(6) to (8) of the Act are replaced by the following:

Incumbent directors

(6) Despite subsections (2), (3) to (3.2) and (5) and subject to subsection (6.1), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

y a lieu, à toute assemblée annuelle subséquente, élire, par résolution ordinaire, les administrateurs dont le mandat expirera au plus tard à la clôture de la troisième assemblée annuelle suivante.

Élection des administrateurs : sociétés ayant fait appel au public

(3.1) Sous réserve de l’alinéa 107b), les actionnaires d’une société ayant fait appel au public doivent, à leur première assemblée et, s’il y a lieu, à toute assemblée annuelle subséquente, élire, par résolution ordinaire, les administrateurs dont le mandat expirera au plus tard à la clôture de l’assemblée annuelle suivante.

Exceptions : certaines sociétés ayant fait appel au public

(3.2) Malgré le paragraphe (3.1), dans le cas des catégories de sociétés ayant fait appel au public visées par règlement ou dans les circonstances prévues par règlement visant les sociétés ou catégories de sociétés ayant fait appel au public, l’élection des administrateurs est tenue conformément au paragraphe (3).

Vote distinct pour chaque candidat

(3.3) Dans le cas des sociétés visées par règlement, un vote distinct des actionnaires est tenu pour chaque candidat au poste d’administrateur.

Vote majoritaire

(3.4) Si, lors de l’assemblée d’une société ayant fait appel au public — sauf dans le cas des catégories de sociétés ayant fait appel au public visées par règlement — où des administrateurs doivent être élus, il n’y a qu’un seul candidat par poste d’administrateur à combler, le candidat est élu seulement si le nombre de voix en sa faveur représente la majorité des voix exprimées en sa faveur et contre lui par les actionnaires, présents ou représentés par des fondés de pouvoir, au cours de ce scrutin, à moins que les statuts n’exigent un nombre plus élevé de voix.

2001, ch. 14, par. 38(2).

(2) Les paragraphes 106(6) à (8) de la même loi sont remplacés par ce qui suit :

Poursuite du mandat

(6) Malgré les paragraphes (2), (3) à (3.2) et (5) et sous réserve du paragraphe (6.1), le mandat des administrateurs, à défaut d’élections de nouveaux administrateurs par une assemblée des actionnaires, se poursuit jusqu’à l’élection de leurs remplaçants.

 

 

 

Current to February 11, 2020

  234  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

Incumbent director not elected

(6.1) If an incumbent director who was a candidate in an election held in accordance with subsection (3.4) was not elected during the election, the director may continue in office until the earlier of

(a) the 90th day after the day of the election; and

(b) the day on which their successor is appointed or elected.

Vacancy

(7) If, for either of the following reasons, a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum:

(a) a lack of consent, disqualification under subsection 105(1) or the death of any candidates; or

(b) a lack of a majority referred to in subsection (3.4).

Appointment of directors

(8) The directors may, unless the articles otherwise provide, appoint one or more additional directors, who shall hold office for a term ending not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed shall not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

Exception

(8.1) If an individual who was a candidate in an election held in accordance with subsection (3.4) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection (8) or 111(1) before the next meeting of shareholders at which an election of directors is required.

— 2018, c. 8, s. 15

2001, c. 14, s. 59(3).

15 Paragraph 137(5)(a) of the Act is replaced by the following:

(a) the proposal is not submitted to the corporation within the prescribed period;

Demeure en fonction

(6.1) L’administrateur qui était un candidat et qui n’a pas été élu lors d’une élection tenue conformément au paragraphe (3.4) peut demeurer en fonction jusqu’au premier en date des jours suivants :

a) le quatre-vingt-dixième jour suivant la date de l’élection;

b) le jour de la nomination ou de l’élection de son remplaçant.

Vacances

(7) Si une assemblée ne peut élire le nombre fixe ou minimal d’administrateurs requis par les statuts à cause d’une raison mentionnée ci-après, les administrateurs élus lors de l’assemblée peuvent exercer tous les pouvoirs des administrateurs s’ils constituent le quorum au sein du conseil d’administration :

a) l’absence de consentement, l’inhabilité aux termes du paragraphe 105(1) ou le décès de certains candidats;

b) l’absence de la majorité visée au paragraphe (3.4).

Nominations entre les assemblées annuelles

(8) Sauf disposition contraire des statuts, les administrateurs peuvent nommer un ou plusieurs administrateurs supplémentaires dont le mandat expire au plus tard à la clôture de la prochaine assemblée annuelle, à condition que le nombre total des administrateurs ainsi nommés n’excède pas le tiers du nombre des administrateurs élus à la dernière assemblée annuelle.

Exception

(8.1) Le particulier qui était un candidat et qui n’a pas été élu lors d’une élection tenue conformément au paragraphe (3.4) ne peut être nommé — sauf dans les circonstances réglementaires — à un poste d’administrateur en vertu des paragraphes (8) ou 111(1) avant la prochaine assemblée au cours de laquelle des administrateurs doivent être élus.

— 2018, ch. 8, art. 15

2001, ch. 14, par. 59(3).

15 L’alinéa 137(5)a) de la même loi est remplacé par ce qui suit :

a) la proposition ne lui a pas été soumise au cours de la période réglementaire;

 

 

 

Current to February 11, 2020

  235  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

— 2018, c. 8, s. 17

1992, c. 1, s. 54.

17 Subsections 150(1) to (2) of the Act are replaced by the following:

Soliciting proxies

150 (1) A person shall not solicit proxies unless a proxy circular, in the prescribed form, is made available in the prescribed manner to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, in the case set out in paragraph (b), to the corporation as follows:

(a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; or

(b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.

Exception — solicitation to 15 or fewer shareholders

(1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.

Exception — solicitation by public broadcast

(1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

Copy to Director

(2) A person required to make a management proxy circular or dissident’s proxy circular available shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

— 2018, c. 8, s. 19

2001, c. 14, s. 72.

19 Subsection 153(1) of the Act is replaced by the following:

 

— 2018, ch. 8, art. 17

1992, ch. 1, art. 54.

17 Les paragraphes 150(1) à (2) de la même loi sont remplacés par ce qui suit :

Sollicitation de procuration

150 (1) Les procurations ne peuvent être sollicitées qu’à l’aide de circulaires en la forme réglementaire et mises à la disposition, selon les modalités réglementaires, du vérificateur, de chacun des administrateurs, des actionnaires intéressés et, en cas d’application de l’alinéa b), de la société, dans les cas suivants :

a) dans le cas d’une sollicitation effectuée par la direction ou pour son compte, sous forme d’annexe ou de document distinct de l’avis de l’assemblée;

b) dans les autres cas, dans une circulaire de procuration de dissident qui mentionne l’objet de cette sollicitation.

Exception : sollicitation restreinte

(1.1) Malgré le paragraphe (1), il n’est pas nécessaire de rendre disponibles des circulaires pour effectuer une sollicitation, sauf si celle-ci est effectuée par la direction ou pour son compte, lorsque le nombre total des actionnaires dont les procurations sont sollicitées ne dépasse pas quinze, les codétenteurs d’une action étant comptés comme un seul actionnaire.

Exemption : sollicitation par diffusion publique

(1.2) Malgré le paragraphe (1), il n’est pas nécessaire de rendre disponibles des circulaires pour effectuer une sollicitation, sauf si celle-ci est effectuée par la direction ou pour son compte, lorsque la sollicitation est, dans les circonstances prévues par règlement, transmise par diffusion publique, discours ou publication.

Copie au directeur

(2) La personne tenue de rendre disponible une circulaire émanant de la direction ou d’un dissident doit en même temps en envoyer un exemplaire au directeur, accompagné tant de la déclaration réglementaire et du formulaire de procuration que des documents utiles à l’assemblée; dans le cas où elle émane de la direction, la circulaire est de plus accompagnée d’une copie de l’avis d’assemblée.

— 2018, ch. 8, art. 19

2001, ch. 14, art. 72.

19 Le paragraphe 153(1) de la même loi est remplacé par ce qui suit :

 

 

 

Current to February 11, 2020

  236  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

 

Duty of intermediary

153 (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.

— 2018, c. 8, s. 22

2001, c. 14, s. 135 (Sch., s. 51)(E).

22 Subsection 159(1) of the Act is replaced by the following:

Copies to shareholders

159 (1) A corporation shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders and other prescribed persons.

— 2018, c. 8, s. 32

32 Subsection 225(1) of the Act is replaced by the following:

Custody of documents

225 (1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 223(5).

— 2018, c. 8, s. 37

37 The Act is amended by adding the following after section 258.2:

Exemption

258.3 The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any corporation or any other person from a requirement set out in subsection 135(1), section 149 or subsection 150(1), 153(1) or 159(1) to send any notices or other documents, or classes of notices or other documents.

— 2018, c. 8, s. 44

2001, c. 14, s. 130.

44 Section 266 of the Act is replaced by the following:

 

Devoir de l’intermédiaire

153 (1) L’intermédiaire qui n’est pas le véritable propriétaire des actions inscrites à son nom ou à celui d’une personne désignée par lui ne peut exercer les droits de vote dont elles sont assorties que sur envoi au véritable propriétaire, dès leur réception, d’un exemplaire des documents réglementaires. Il doit également envoyer une demande écrite d’instructions sur le vote s’il n’a pas reçu du véritable propriétaire de telles instructions par écrit.

— 2018, ch. 8, art. 22

2001, ch. 14, art. 135, ann. art. 51(A).

22 Le paragraphe 159(1) de la même loi est remplacé par ce qui suit :

Copies aux actionnaires

159 (1) La société envoie, dans le délai réglementaire, un exemplaire des documents réglementaires relatifs à la présentation des renseignements d’ordre financier aux actionnaires ainsi qu’aux autres personnes visés par règlement.

— 2018, ch. 8, art. 32

32 Le paragraphe 225(1) de la même loi est remplacé par ce qui suit :

Garde des documents

225 (1) La personne qui s’est vu confier la garde des documents et livres d’une société dissoute peut être tenue de les produire jusqu’à l’expiration de la période réglementaire ou, le cas échéant, de la période plus courte fixée dans l’ordonnance rendue en vertu du paragraphe 223(5).

— 2018, ch. 8, art. 37

37 La même loi est modifiée par adjonction, après l’article 258.2, de ce qui suit :

Dispense

258.3 Le directeur peut, dans les circonstances réglementaires et selon les modalités qu’il estime utiles, soustraire toute société ou toute autre personne à l’obligation — prévue au paragraphe 135(1), à l’article 149 ou aux paragraphes 150(1), 153(1) ou 159(1) — d’envoyer des avis ou autres documents ou catégories d’avis ou d’autres documents.

— 2018, ch. 8, art. 44

2001, ch. 14, art. 130.

44 L’article 266 de la même loi est remplacé par ce qui suit :

 

 

 

Current to February 11, 2020

  237  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

Inspection

266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document, except a report sent to the Director under subsection 230(2), that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.

Copies or extracts

(2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

— 2018, c. 8, s. 45

1994, c. 24, s. 30.

45 (1) Subsection 267(1) of the Act is replaced by the following:

Director’s obligation to keep documents

267 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.

1994, c. 24, s. 30.

(2) The portion of subsection 267(2) of the Act before paragraph (a) is replaced by the following:

Obligation to furnish

(2) If documents are kept by the Director otherwise than in written form,

1994, c. 24, s. 30.

(3) Paragraph 267(2)(b) of the Act is replaced by the following:

(b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

2001, c. 14, s. 131.

(4) Subsection 267(3) of the Act is replaced by the following:

Time period for keeping and producing documents

(3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received

Consultation

266 (1) Sur paiement des droits exigibles, toute personne peut, pendant les heures normales d’ouverture des bureaux, consulter et prendre des copies ou extraits des documents dont l’envoi au directeur est requis sous le régime de la présente loi — sauf les rapports envoyés en application du paragraphe 230(2) — ou dont l’envoi à la personne qui occupait des fonctions semblables à celles du directeur était requis sous le régime de la législation antérieure.

Copies ou extraits

(2) Le directeur fournit à toute personne qui en fait la demande une copie ou un extrait — certifiés conformes ou non — des documents qui peuvent être consultés en vertu du paragraphe (1).

— 2018, ch. 8, art. 45

1994, ch. 24, art. 30.

45 (1) Le paragraphe 267(1) de la même loi est remplacé par ce qui suit :

Conservation de documents par le directeur

267 (1) Les documents reçus et acceptés par le directeur sous le régime de la présente loi ou ceux reçus et acceptés par la personne qui occupait des fonctions semblables à celles du directeur sous le régime de la législation antérieure sont conservés par le directeur sous n’importe quelle forme.

1994, ch. 24, art. 30.

(2) Le passage du paragraphe 267(2) de la même loi précédant l’alinéa a) est remplacé par ce qui suit :

Obligation de fournir copie

(2) Si le directeur conserve les documents sous une forme non écrite :

1994, ch. 24, art. 30 .

(3) L’alinéa 267(2)b) de la même loi est remplacé par ce qui suit :

b) les rapports extraits de ces documents et certifiés conformes par lui ont la même force probante que les originaux.

2001, ch. 14, art. 131.

(4) Le paragraphe 267(3) de la même loi est remplacé par ce qui suit :

Délai de conservation et production de documents

(3) Le directeur n’est pas tenu de conserver ou de produire un document ou une catégorie de documents — à l’exception des certificats et des statuts et déclarations

 

 

 

Current to February 11, 2020

  238  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

under section 262 and other prescribed documents or prescribed class of documents — after the end of the period prescribed for the keeping or production of the document or class of documents.

— 2019, c. 29, s. 142

142 The Act is amended by adding the following after section 125:

Development of an approach on remuneration

125.1 A prescribed corporation shall develop an approach with respect to the remuneration of the directors and employees of the corporation who are “members of senior management” as defined by regulation.

— 2019, c. 29, s. 143, as amended by 2019, c. 29, s. 151 (3)

143 (1) Section 172.1 of the Act is replaced by the following:

Diversity in corporations

172.1 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and “members of senior management” as defined by regulation.

Information to shareholders

172.2 (1) The corporation shall provide the information referred to in section 172.1 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

Information to Director

(2) The corporation shall concurrently send the information referred to in section 172.1 to the Director.

(2) The heading before section 172.1 of the Act is replaced by the following:

Disclosure Relating to Diversity, Well-being and Remuneration

(3) Section 172.2 of the Act is replaced by the following:

annexés qui sont reçus au titre de l’article 262 et de tout autre document ou catégorie de documents réglementaires — une fois expiré le délai réglementaire fixé pour la conservation ou la production du document ou de la catégorie de documents.

— 2019, ch. 29, art. 142

142 La même loi est modifiée par adjonction, après l’article 125, de ce qui suit :

Élaboration d’une approche concernant la rémunération

125.1 La société visée par règlement élabore une approche relative à la rémunération des administrateurs et des employés de la société qui sont des « membres de la haute direction » au sens des règlements.

— 2019, ch. 29, art. 143, modifié par 2019, ch. 29, par. 151 (3)

143 (1) L’article 172.1 de la même loi est remplacé par ce qui suit :

Diversité dans les sociétés

172.1 À chaque assemblée annuelle, les administrateurs d’une société visée par règlement présentent aux actionnaires les renseignements réglementaires concernant la diversité au sein des administrateurs et au sein des « membres de la haute direction » au sens des règlements.

Envoi aux actionnaires

172.2 (1) La société fournit les renseignements visés à l’article 172.1 à chaque actionnaire, sauf à ceux qui l’ont informée par écrit qu’ils ne souhaitent pas les recevoir, en les envoyant avec l’avis visé au paragraphe 135(1) ou en les mettant à sa disposition avec toute circulaire visée au paragraphe 150(1).

Envoi au directeur

(2) La société envoie simultanément au directeur les renseignements visés à l’article 172.1.

(2) L’intertitre précédant l’article 172.1 de la même loi est remplacé par ce qui suit :

Présentation de renseignements relatifs à la diversité, au bien-être et à la rémunération

(3) L’article 172.2 de la même loi est remplacé par ce qui suit :

 

 

 

Current to February 11, 2020

  239  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

Information respecting well-being

172.2 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the well-being of employees, retirees and pensioners.

Recovery of benefits

172.3 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the recovery of incentive benefits or other benefits, which is included in the remuneration referred to in section 125, paid to directors and employees of the corporation who are “members of senior management” as defined by regulation.

Approach on remuneration

172.4 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the approach with respect to remuneration referred to in section 125.1.

Non-binding vote

(2) The shareholders are to vote on the approach placed before them by the directors under subsection (1). The results are not binding on the corporation.

Disclosure of results

(3) The corporation shall disclose the results of the vote to the shareholders.

Information to shareholders

172.5 (1) The corporation shall provide the information referred to in sections 172.1 to 172.4 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

Information to Director

(2) The corporation shall concurrently send the information referred to in sections 172.1 to 172.4 to the Director.

— 2019, c. 29, s. 144

144 Subsection 261(1) of the Act is amended by striking out “and” at the end of paragraph (h) and by adding the following after paragraph (i):

(j) defining, for the purposes of section 172.2, the expressions “retirees” and “pensioners”; and

Renseignements relatifs au bien-être

172.2 À chaque assemblée annuelle, les administrateurs d’une société visée par règlement présentent aux actionnaires les renseignements réglementaires concernant le bien-être des employés, des retraités et des pensionnés.

Recouvrement des primes et avantages

172.3 À chaque assemblée annuelle, les administrateurs d’une société visée par règlement présentent aux actionnaires les renseignements réglementaires concernant le recouvrement des primes d’encouragement ou d’autres avantages, qui font partie de la rémunération visée à l’article 125, payés aux administrateurs et aux employés de la société qui sont des « membres de la haute direction » au sens des règlements.

Approche concernant la rémunération

172.4 (1) À chaque assemblée annuelle, les administrateurs d’une société visée par règlement présentent aux actionnaires l’approche relative à la rémunération visée à l’article 125.1.

Vote non contraignant

(2) Les actionnaires votent sur l’approche présentée au titre du paragraphe (1). Le résultat du vote ne lie pas la société.

Divulgation des résultats du vote

(3) La société divulgue les résultats du vote aux actionnaires.

Envoi aux actionnaires

172.5 (1) La société fournit les renseignements visés aux articles 172.1 à 172.4 à chaque actionnaire, sauf à ceux qui l’ont informée par écrit qu’ils ne souhaitent pas les recevoir, en les envoyant avec l’avis visé au paragraphe 135(1) ou en les mettant à sa disposition avec toute circulaire visée au paragraphe 150(1).

Envoi au directeur

(2) La société envoie simultanément au directeur les renseignements visés aux articles 172.1 à 172.4.

— 2019, ch. 29, art. 144

144 Le paragraphe 261(1) de la même loi est modifié par adjonction, après l’alinéa i), de ce qui suit :

j) définir, pour l’application de l’article 172.2, les termes « retraités » et « pensionnés »;

 

 

 

Current to February 11, 2020

  240  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Canada Business Corporations

 

Sociétés par actions

AMENDMENTS NOT IN FORCE

 

MODIFICATIONS NON EN VIGUEUR

(k) prescribing the time and manner in which the results of the vote referred to in subsection 172.4(3) are to be disclosed to the shareholders.

k) prévoir le moment et la façon de divulguer aux actionnaires les résultats du vote visés au paragraphe 172.4(3).

 

 

 

Current to February 11, 2020

  241  

 

À jour au 11 février 2020

Last amended on January 1, 2020

    Dernière modification le 1 janvier 2020


Exhibit 8(e)

71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

SECPOLY 37983492014

Securities Regulatory Materials

National

National Documents

National Instruments

Securities Transactions Outside the Jurisdiction

Date: August 14, 1998

71-101 — The Multijurisdictional Disclosure System

National Instrument 71-101 — The Multijurisdictional Disclosure System

Part 1 — Definitions

1.1 Definitions — In this Instrument

“acting jointly or in concert” has the same interpretation as in securities legislation;

“affiliated party”, for an issuer, means a person or company that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the issuer;

“bid” means a take-over bid or an issuer bid;

“bid circular” means a take-over bid circular or an issuer bid circular as those terms are used in securities legislation;

“business combination” means a statutory merger or consolidation or similar plan or acquisition requiring the vote or consent of securityholders of a person or company, in which securities of the person or company or another person or company held by the securityholders will become or be exchanged for securities of any other person or company;

“commodity pool issuer” means an issuer formed and operated for the purpose of investing in commodity futures contracts, commodity futures, related products, or a combination of them;

“connected issuer” has the meaning ascribed to the term “connected issuer” or “connected party” in securities legislation;

“control”, with respect to an issuer, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the issuer, whether through the ownership of voting securities, by contract or otherwise, and “under common control with” has a corresponding meaning;

“convertible”, for debt or preferred shares, means that the rights and attributes attaching to the securities include a right or option to purchase, convert into, exchange for or otherwise acquire a security of the issuer or of another issuer that is

(a) an equity share,

(b) a debt or a preferred share not having an investment grade rating in the case of a debt or a preferred share having an investment grade rating, or

(c) another security that itself has a right or option to purchase, convert into, exchange for or otherwise acquire a security of the issuer or another issuer that is an equity share, or a debt or a preferred share not having an investment grade rating in the case of a debt or a preferred share having an investment grade rating;

“convert” has a corresponding meaning to the term “convertible”;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

1


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

“dealer registration requirement” means the requirement in securities legislation that prohibits a person or company from trading in a security unless the person or company is registered in the appropriate category of registration under securities legislation;

“equity shares” means common shares, non-voting equity shares and subordinate or restricted voting equity shares, but excludes preferred shares;

“expertised statement” means part of a disclosure document required to be filed for a distribution or bid made under this Instrument, a document that is incorporated by reference in the disclosure document, or a report used in or in connection with the disclosure document or any document incorporated by reference in the disclosure document, that in each case is purported to be made on the authority of an expert;

“foreign issuer” means an issuer that is not incorporated or organized under the laws of Canada or a jurisdiction, unless

(a) voting securities carrying more than 50 percent of the votes for the election of directors are held by persons or companies whose last address as shown on the books of the issuer is in Canada, and

(b) any one or more of

(i) the majority of the senior officers or directors of the issuer are citizens or residents of Canada,

(ii) more than 50 percent of the assets of the issuer are located in Canada, or

(iii) the business of the issuer is administered principally in Canada;

“independent underwriter” means a person or company that underwrites securities distributed by MJDS prospectus that is not the issuer and in respect of which

(a) if the person or company is a registrant, the issuer is not a connected issuer or related issuer, or

(b) if the person or company is not a registrant, would not be a connected issuer or related issuer if the person or company was a registrant;

“insider bid” has the meaning ascribed to that term in securities legislation;

“insider reporting requirement” means the requirement in securities legislation for an insider of a reporting issuer to file reports disclosing the insider’s direct or indirect beneficial ownership of, or control or direction over, securities of the issuer;

“intermediary”, for purposes of section 18.1, means a registered dealer or adviser, a bank or trust company, a participant in a clearing agency, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the ITA, or a nominee of any of those persons, that holds a security on behalf of another person or company that is not the registered holder of the security, unless excluded from the definition of “intermediary” by National Policy Statement No. 41 or any successor instrument to that national policy statement;

“investment grade rating” means a provisional rating by a rating organization in one of its generic rating categories that signifies investment grade;

“issuer tender offer statement” means an issuer tender offer statement on Schedule 13E-4 under Section 13(e)(1) of the 1934 Act;

“issuer bid” has the meaning ascribed to that term in securities legislation;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

2


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

“majority-owned subsidiary” means a person or company of which voting securities carrying more than 50 percent of the votes for the election of directors are held by any one or more of

(a) another person or company, and

(b) the other majority-owned subsidiaries of that other person or company;

“method 1” means the first of the two alternative methods of providing prospectus certificates for rule 415 offerings made under this Instrument set forth in Appendix A;

“method 2” means the second of the two alternative methods of providing prospectus certificates for rule 415 offerings made under this Instrument set forth in Appendix B;

“MJDS” means the multijurisdictional disclosure system established by this Instrument;

“MJDS directors’ circular” means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offer solicitation/recommendation statement, amendments to that statement and all other information and materials required or permitted to be disseminated to holders of the securities by the offeree issuer or its board of directors for a tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(2);

“MJDS director’s or officer’s circular” means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offer solicitation/recommendation statement, amendments to that statement and all other information and materials required or permitted to be disseminated to holders of the securities by an individual director or officer for a tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(2);

“MJDS issuer bid circular” means, for an issuer bid for a class of securities of a U.S. issuer made under this Instrument, an issuer tender offer statement, amendments to that statement and all other information and materials required to be disseminated to holders of the securities by the issuer for an issuer tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(1);

“MJDS prospectus” means, for a distribution of securities under this Instrument other than under section 12.3, a U.S. prospectus that contains the additional information, legends and certificates required by, and otherwise complies with the disclosure requirements of, this Instrument;

“MJDS take-over bid circular” means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offer statement, amendments to that statement and all other information and materials required to be disseminated to holders of the securities by the offeror for a tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(1);

“MTN program” means a continuous rule 415 offering of debt in which the specific variable terms of the individual securities and the offering of the securities are determined at the time of sale;

“Nasdaq” means the Nasdaq Stock Market;

“NNM” means the Nasdaq National Market;

“non-convertible” means securities that are not convertible;

“offeree issuer” has the meaning ascribed to that term in securities legislation;

“offeror” has the meaning ascribed to that term in securities legislation;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

3


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

“parent”, for a majority-owned subsidiary, means a person or company that, alone or together with any one or more of the person or company’s other majority-owned subsidiaries, holds voting securities of the majority-owned subsidiary carrying more than 50 percent of the votes for the election of directors;

“preliminary MJDS prospectus” means, for a distribution of securities under this Instrument other than under section 12.3, a preliminary form of MJDS prospectus;

“principal jurisdiction” means the jurisdiction specified in accordance with section 5.1;

“principal market”, for a class of securities, means the single securities market with the largest aggregate trading volume for the class of securities in the preceding 12 calendar month period;

“prospectus requirement” means the prohibition in securities legislation from a person or company distributing a security unless a preliminary prospectus and prospectus for the distribution have been filed and receipts obtained for them;

“public float”, for a class of securities, means

(a) the aggregate market value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities, calculated by using the price at which the securities were last sold in the principal market for the securities on the date specified in the applicable provision of this Instrument, or the average of the bid and asked prices of the securities in the principal market on that date if there were no sales on that date,

(b) if there is no market for the class of securities, the book value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities computed on that date, and

(c) if the issuer of the class of securities is in bankruptcy or receivership or has an accumulated capital deficit, one-third of the principal amount, par value or stated value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities computed on that date;

“rating organization” means each of CBRS Inc., Dominion Bond Rating Service Limited, Moody’s Investors Service, Inc., Standard & Poor’s Corporation and any entity recognized by the SEC as a nationally recognized statistical rating organization as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the 1934 Act;

“related issuer” has the meaning ascribed to the term “related issuer” or “related party” in securities legislation;

“rule 415 offering” means a distribution under Rule 415 under the 1933 Act that is made under this Instrument;

“rule 415 prospectus supplement” means a form of prospectus supplement prepared for a rule 415 offering;

“rule 430A offering” means a distribution under Rule 430A under the 1933 Act that is made under this Instrument;

“rule 430A pricing prospectus” means a MJDS prospectus prepared for a rule 430A offering that contains the information omitted from the U.S. prospectus included as part of the registration statement at the time of effectiveness of the registration statement, as permitted by Rule 430A under the 1933 Act;

“securities exchange bid” means a bid in which the consideration for the securities of the offeree issuer consists, in whole or in part, of securities of an offeror or other issuer;

“specified predecessor” means, for a successor issuer continuing after a business combination, a predecessor to the successor issuer whose assets and gross revenues in aggregate would contribute less than 20 percent of the total assets and gross revenues from continuing operations of the successor issuer, based on a pro forma combination of each predecessor’s financial position and results of operations for its most recently completed financial year ended before the business combination for which financial statements have been filed;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

4


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

“successor issuer” means an issuer subsisting as an issuer after a business combination;

“take-over bid” has the meaning ascribed to that term in securities legislation;

“tender offer solicitation/recommendation statement” means a statement made under rule 14d-9 or 14e-2 under the 1934 Act;

“tender offer statement” means a tender offer statement on Schedule 14D-1 under section 14(d) of the 1934 Act;

“U.S. federal securities law” means the federal statutes of the United States of America concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes;

“U.S. issuer” means a foreign issuer that is incorporated or organized under the laws of the United States of America or any state or territory of the United States of America or the District of Columbia;

“U.S. prospectus” means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act, or if the offering is not being made contemporaneously in the U.S., as if the offering is being made on a registered basis in the United States of America;

“voting securities” means securities the holders of which have a present entitlement to vote for the election of directors;

“1934 Act filings” means all filings required to be made with the SEC under sections 13, 14 and 15(d) of the 1934 Act; and

“1940 Act” means the Investment Company Act of 1940 of the United States of America.

Part 2 — General

2.1 Timing of Filing — Unless otherwise provided in this Instrument, documents that must be filed under this Instrument that are also filed with the SEC shall be filed as nearly as practicable contemporaneously with the filing with the SEC.

2.2 Successor Issuers — A successor issuer satisfies the eligibility criteria set forth in subparagraphs 3.1(a)(iii), 3.1(b)(ii) and (iii) and paragraphs 12.3(1)(c) and 13.1(1)(c) if

(a) since the business combination the successor issuer has made all 1934 Act filings and, if applicable, has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on NNM;

(b) the successor issuer is in compliance with the obligations arising from the listing or quotation referred to in paragraph (a), if applicable; and

(c) the filing, listing or quotation requirement to be satisfied for a period of 12 or 36 months is satisfied for each predecessor, other than a specified predecessor.

2.3 Successor Issuer Interpretation — In determining if the filing, listing or quotation requirement in paragraph 2.2(c) is satisfied for a period of 12 or 36 months for each predecessor, the period during which the successor issuer satisfied the requirement shall be added to the immediately preceding period during which the predecessor satisfied the requirement.

Part 3 — MJDS Prospectus Distributions of Securities of U.S. Issuers

3.1 General Eligibility Criteria — Subject to section 3.3, this Instrument may be used to distribute

(a) debt that has an investment grade rating or preferred shares that have an investment grade rating, in each case at the time the preliminary MJDS prospectus is filed in the principal jurisdiction, or rights that, upon issuance, are immediately exercisable for any of these securities, if

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

5


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(i) the issuer is a U.S. issuer,

(ii) the issuer

(A) has a class of securities registered under section 12(b) or 12(g) of the 1934 Act, or

(B) is required to file reports under section 15(d) of the 1934 Act,

(iii) the issuer has filed with the SEC all 1934 Act filings for a period of 12 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction,

(iv) the issuer is not registered or required to be registered as an investment company under the 1940 Act,

(v) the issuer is not a commodity pool issuer, and

(vi) the securities being offered or issuable upon the exercise of the rights either,

(A) are non-convertible, or

(B) if convertible, may not be converted for at least one year after issuance, and the equity shares of the issuer of the securities into which the offered securities are convertible have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction;

(b) rights to purchase additional securities of its own issue issued by a U.S. issuer to its existing securityholders and the securities issued upon the exercise of the rights, if

(i) the issuer meets the eligibility criteria specified in subparagraphs (a)(ii), (iv) and (v),

(ii) the issuer has filed with the SEC all 1934 Act filings for a period of 36 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction,

(iii) the issuer has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on the NNM for a period of at least 12 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction and is in compliance with the obligations arising from the listing or quotation,

(iv) the rights are exercisable immediately upon issuance,

(v) subject to subparagraph (vi), the rights issued to residents of Canada have the same terms and conditions as the rights issued to residents of the United States of America, and

(vi) beneficial ownership of rights issued to a resident of Canada are not transferable to a resident of Canada, other than residents to whom rights of the same issue were granted, provided that,

(A) the securities issuable upon exercise of the rights may be so transferable, and

(B) this limitation does not restrict the transfer of rights on a securities exchange or inter-dealer quotation system outside of Canada; or

(c) any securities of a U.S. issuer if

(i) the issuer meets the eligibility criteria specified in subparagraphs (a)(ii) to (v), and

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

6


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(ii) the equity shares of the issuer have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction.

3.2 Alternative Eligibility Criteria for Certain Guaranteed Issues — Subject to section 3.3, this Instrument may also be used to distribute securities of an issuer, if

(a) the securities distributed are

(i) non-convertible debt having an investment grade rating, or non-convertible preferred shares having an investment grade rating, of a majority-owned subsidiary whose parent meets the eligibility criteria set forth in subparagraphs 3.1(a)(i) through (v),

(ii) convertible debt having an investment grade rating, or convertible preferred shares having an investment grade rating, of a majority-owned subsidiary that may not be converted for at least one year after issuance and are convertible only into securities of a parent that meets the eligibility requirements set forth in subparagraphs 3.1(a)(i) through (v) and sub-subparagraph 3.1(a)(vi)(B),

(iii) non-convertible debt, or non-convertible preferred shares, of a majority-owned subsidiary whose parent meets the eligibility requirements set forth in paragraph 3.1(c), or

(iv) convertible debt, or convertible preferred shares, of a majority-owned subsidiary that are convertible only into securities of a parent that meets the eligibility requirements set forth in paragraph 3.1(c);

(b) the issuer meets the eligibility criteria set forth in subparagraphs 3.1(a)(i), (iv) and (v); and

(c) the parent fully and unconditionally guarantees payment in respect of the securities being distributed, as to principal and interest if the securities are debt, and as to liquidation preference, redemption and dividends if the securities are preferred shares.

3.3 Limitation on Distribution of Derivative Securities — (1) No person or company shall file a prospectus for the distribution of derivative securities under this Instrument.

(2) Despite subsection (1), warrants, options, rights or convertible securities may be distributed under this Instrument if the issuer of the underlying securities to which the warrants, options, rights or convertible securities relate is eligible under this Instrument to distribute the underlying securities.

3.4 Preliminary MJDS Prospectus and MJDS Prospectus — (1) A U.S. issuer shall file a preliminary MJDS prospectus and a MJDS prospectus for a distribution of securities under this Instrument other than under section 12.3.

(2) A preliminary MJDS prospectus, an amendment to a preliminary MJDS prospectus, a MJDS prospectus and an amendment to a MJDS prospectus is a preliminary prospectus, an amendment to a preliminary prospectus, a prospectus and an amendment to a prospectus, respectively, for the purposes of securities legislation.

Part 4 — Form and Content of MJDS Prospectus

4.1 Distributions in Canada and the U.S. — Subject to section 4.2, an issuer of securities distributed under this Instrument shall file the registration statement and amendments to the registration statement filed for the offering with the SEC, together with the related preliminary MJDS prospectus and MJDS prospectus and amendments and supplements to the preliminary MJDS prospectus and MJDS prospectus.

4.2 Distributions only in Canada — If a distribution is being made only in Canada, the issuer does not need to file a registration statement and amendments to the registration statement, or other information required in a registration statement but not required in the U.S. prospectus.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

7


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

4.3 Additional Legends and Disclosure — (1) The following statements shall be printed

(a) in red ink on the outside front cover page, or on a sticker on that page, of each preliminary MJDS prospectus used for a distribution under this Instrument

This preliminary MJDS prospectus relating to the securities described in it has been filed in [each of/certain of] the [provinces/provinces and territories] of Canada but has not yet become final for the purpose of a distribution. Information contained in this preliminary MJDS prospectus may not be complete and may have to be amended. The securities may not be distributed until a receipt is obtained for the MJDS prospectus.

(b) on the outside or inside front cover page, or on a sticker on that page, of each preliminary MJDS prospectus and MJDS prospectus

(i) “This offering is being made by a U.S. issuer using disclosure documents prepared in accordance with U.S. securities laws. Purchasers should be aware that these requirements may differ from those of [insert the names of the provinces and territories where qualified]. The financial statements included or incorporated by reference in this prospectus have not been prepared in accordance with Canadian generally accepted accounting principles and may not be comparable to financial statements of Canadian issuers.”

(ii) “[All of] [Certain of] the directors and officers of the issuer and [all of] [certain of] the experts named in this prospectus reside outside of Canada. [[Substantially] [A]II of the assets of these persons and of the issuer may be located outside Canada.] The issuer has appointed [name and address of agent for service] as its agent for service of process in Canada, but it may not be possible for investors to effect service of process within Canada upon the directors, officers and experts referred to above. It may also not be possible to enforce against the issuer, its directors and officers and [certain of] the experts named in this prospectus judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.”

(iii) “This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and in those jurisdictions only by persons permitted to sell such securities. No securities commission or similar authority in Canada or the United States of America has in any way passed upon the merits of the securities offered by this prospectus and any representation to the contrary is an offence.”; and

(c) in each preliminary MJDS prospectus and MJDS prospectus

Securities legislation in [certain of the provinces [and territories] of Canada] [the Province of... [insert name of local jurisdiction, if applicable]] provides purchasers with the right to withdraw from an agreement to purchase securities within two business days after receipt or deemed receipt of a prospectus and any amendment. [In several of the provinces [and territories], the] securities legislation further provides a purchaser with remedies for rescission [or [, in some jurisdictions,] damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission [or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province [or territory]. The purchaser should refer to the applicable provisions of the securities legislation of the purchaser’s province [or territory] for particulars of these rights or consult with a legal adviser. Rights and remedies also may be available to purchasers under U.S. law; purchasers may wish to consult with a U.S. legal adviser for particulars of these rights.

(2) A preliminary MJDS prospectus, MJDS prospectus or amendment or supplement to a preliminary MJDS prospectus or MJDS prospectus need not contain any disclosure relevant solely to U.S. offerees or purchasers, including

(a) any “red herring” legend required by U.S. federal securities law;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

8


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(b) except as provided in paragraph (1)(b)(iii), any legend regarding approval or disapproval by the SEC;

(c) any discussion of U.S. tax considerations other than those material to Canadian purchasers; and

(d) the names of U.S. underwriters not acting as underwriters in Canada or a description of the U.S. plan of distribution, except to the extent necessary to describe facts material to the Canadian distribution.

4.4 Incorporation by Reference — Except as otherwise provided in this Instrument, documents incorporated or deemed to be incorporated by reference into a U.S. prospectus under U.S. federal securities law shall be, and are deemed to be, incorporated by reference into a preliminary MJDS prospectus or MJDS prospectus.

4.5 Statements Modified or Superseded — (1) A statement in a document incorporated or deemed to be incorporated by reference into a MJDS prospectus shall be deemed to be modified or superseded, for the purposes of the MJDS prospectus, to the extent that a statement in the MJDS prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference into the MJDS prospectus modifies or supersedes the statement.

(2) The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information in the document that it modifies or supersedes.

(3) The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

(4) A statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of the MJDS prospectus.

(5) If documents are incorporated by reference into a preliminary MJDS prospectus or MJDS prospectus, the section in the preliminary MJDS prospectus or MJDS prospectus that provides information about incorporation by reference shall include a statement that information has been incorporated by reference from documents filed with the Canadian securities regulatory authority in each jurisdiction in which the distribution is being made and shall state the name, address and telephone number of an officer of the issuer from whom copies of the documents may be obtained on request without charge.

4.6 Reconciliation of Financial Statements — (1) A preliminary MJDS prospectus and a MJDS prospectus used to distribute securities eligible under paragraph 3.1(c) shall include a reconciliation of the financial statements required to be included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus to Canadian GAAP in the notes to the financial statements or as a supplement included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus.

(2) A reconciliation required to be included in the financial statements under subsection (1) shall explain and quantify as a separate reconciling item any significant differences between the principles applied in the financial statements, including note disclosure, and Canadian GAAP and, in the case of the reconciliation of the annual financial statements, shall be covered by an auditor’s report.

4.7 General Certification Requirements — Except as provided in sections 4.8 to 4.10, each preliminary MJDS prospectus and MJDS prospectus used for a distribution under this Part shall contain

(a) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer and the chief financial officer, any person or company who is a promoter of the issuer and each person or company who is a guarantor of the securities distributed under the MJDS prospectus

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

9


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

The foregoing [insert, if applicable, — “together with the documents incorporated in this prospectus by reference,”] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed”]

; and

(b) if there is an underwriter, a certificate in the following form, signed by each underwriter who is in a contractual relationship with the issuer or selling securityholder for the securities distributed under the MJDS prospectus

To the best of our knowledge, information and belief, the foregoing [insert, if applicable, — “, together with the documents incorporated in this prospectus by reference,”] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

4.8 Certificate Requirement for Rule 415 Offerings — A preliminary MJDS prospectus, an amendment to a preliminary MJDS prospectus, a MJDS prospectus and an amendment to a MJDS prospectus filed for a rule 415 offering under this Part shall contain certificates prepared in accordance with method 1 or method 2.

4.9 Certificate Requirement for Rule 430A Offerings — For a rule 430A offering,

(a) a preliminary MJDS prospectus, amendment to a preliminary MJDS prospectus and a MJDS prospectus,

(b) an amended MJDS prospectus filed to commence a new period for filing a rule 430A pricing prospectus, and

(c) an amendment to a MJDS prospectus filed for a rule 430A offering before the information omitted from the MJDS prospectus has been filed in either a rule 430A pricing prospectus or an amendment shall contain

(i) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer and chief financial officer, any person or company who is a promoter of the issuer and each person or company who is a guarantor of the securities to be distributed under the MJDS prospectus

The foregoing, together with the documents incorporated in this prospectus by reference as of the date of the prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec — “and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”]

; and

(ii) if there is an underwriter, a certificate in the following form, signed by each underwriter who is in a contractual relationship with the issuer or selling securityholder for the securities distributed under the MJDS prospectus

To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated in this prospectus by reference, as of the date of the prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

10


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

if offering made in Quebec — “and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed”.].

4.10 Certificates for Rule 430A Pricing Prospectus — A rule 430A pricing prospectus shall contain in place of the certificates referred to in section 4.9

(a) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer and chief financial officer, any person or company who is a promoter of the issuer and each person or company who is a guarantor of the securities distributed under the MJDS prospectus

The foregoing [insert, if applicable — “, together with the documents incorporated in this prospectus by reference,”] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”]

; and

(b) if there is an underwriter, a certificate in the following form, signed by each underwriter who is in a contractual relationship with the issuer or selling securityholder for securities distributed under the MJDS prospectus

To the best of our knowledge, information and belief, the foregoing [insert, if applicable — “, together with the documents incorporated in this prospectus by reference,”] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering also made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

4.11 Signing of Certificates by Agent — Certificates contained in a preliminary MJDS prospectus, MJDS prospectus, amendment to a preliminary MJDS prospectus or MJDS prospectus, rule 415 prospectus supplement or rule 430A pricing prospectus shall be signed in accordance with securities legislation provided that any or all of the persons or companies required to sign a certificate may sign the certificate for a distribution made under this Instrument by an agent duly authorized in writing.

Part 5 — Filing Procedures

5.1 Specification of Principal Jurisdiction — At the time of filing a preliminary MJDS prospectus, the issuer shall send written notice to the securities regulatory authority and, unless the distribution is being made in Canada only, to the SEC, stating that the distribution is being made under the MJDS and specifying the principal jurisdiction.

5.2 Alternate Principal Jurisdiction — If the securities regulatory authority in the jurisdiction specified in the notice sent under section 5.1 advises the issuer that it is not prepared to act as principal jurisdiction, the issuer shall specify another jurisdiction that is prepared to act as principal jurisdiction and notify the security regulatory authority in each jurisdiction in which the preliminary MJDS prospectus was filed and the SEC.

5.3 SEC Review — If the SEC notifies an issuer that a filing made under the MJDS has been selected for review, the issuer shall notify the securities regulatory authority in the principal jurisdiction.

Part 6 — Filing Documents

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

11


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

6.1 Principal Jurisdiction — The issuer shall file in the principal jurisdiction

(a) the preliminary MJDS prospectus, the MJDS prospectus, each amendment and supplement to the preliminary MJDS prospectus and MJDS prospectus, the rule 430A pricing prospectus and each rule 415 prospectus supplement used in Canada,

(b) all documents incorporated or deemed to be incorporated by reference in the MJDS prospectus, and

(c) all other documents required by this Instrument.

6.2 Canada-U.S. Offering — If the distribution is being made in Canada and the United States of America, the issuer shall also file in the principal jurisdiction one unsigned copy of the registration statement and all amendments and exhibits to the registration statement in addition to the documents specified in section 6.1.

6.3 Non-Principal Jurisdictions — In the jurisdictions other than the principal jurisdiction, the issuer shall file

(a) the preliminary MJDS prospectus, the MJDS prospectus, each amendment and supplement to the preliminary MJDS prospectus and MJDS prospectus, the rule 430A pricing prospectus and, subject to section 7.6, each rule 415 prospectus supplement used in Canada,

(b) all documents incorporated or deemed to be incorporated by reference in the MJDS prospectus, and

(c) all other documents required by this Instrument.

6.4 Certificate Regarding Eligibility Criteria — At the time of filing a preliminary MJDS prospectus, an issuer shall file a certificate, signed on its behalf by a senior officer of the issuer, confirming that the issuer satisfies the applicable eligibility criteria.

6.5 Consents — (1) The issuer shall file the written consent of an attorney, auditor, accountant, engineer, appraiser or any other person or company named as having prepared or certified any expertised statement as follows:

(a) if the expertised statement is in the preliminary MJDS prospectus, an amendment to the preliminary MJDS prospectus, the MJDS prospectus or a document incorporated by reference into the MJDS prospectus that was filed before the filing of the MJDS prospectus, the consent shall be filed at the time of filing the MJDS prospectus; and

(b) if the expertised statement is in an amendment to the MJDS prospectus, a rule 415 prospectus supplement, a rule 430A pricing prospectus, or a document incorporated by reference into a MJDS prospectus that was filed after the filing of the MJDS prospectus, the consent shall be filed at the time of filing the amendment, the rule 415 prospectus supplement, the rule 430A pricing prospectus or the document.

(2) Despite subsection (1), the filing requirements in paragraphs (1)(a) and (b) do not apply to the consent of a rating organization that issues a rating or provisional rating that is used in or in connection with a preliminary MJDS prospectus, an amendment to a preliminary MJDS prospectus, a MJDS prospectus, an amendment to a MJDS prospectus, a rule 415 prospectus supplement or a rule 430A pricing prospectus.

6.6 Further Consents — If a change to the MJDS prospectus is material to the consent filed under subsection 6.5(1), the issuer shall file a further consent contemporaneously with the filing of the change to the MJDS prospectus.

6.7 Form of Consent — The consent referred to in sections 6.5 and 6.6 shall be prepared in accordance with securities legislation.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

12


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

6.8 Reports on Property — An issuer satisfies the requirement of securities legislation to file a report on the property of a natural resource company if it files a report prepared in accordance with U.S. federal securities law if a report is required to be filed with the SEC.

6.9 Appointment of Agent for Service — At the time of filing of the MJDS prospectus, the issuer shall file a duly executed submission to jurisdiction and appointment of agent for service of process in the required form.

6.10 Powers of Attorney — If a person or company signs a certificate by an agent under section 4.11, the issuer shall file a duly executed copy of the document authorizing the agent to sign the certificate not later than the time of filing the document in which the certificate is included.

6.11 Notification of Effectiveness — If the securities distributed under this Instrument are also offered or sold in the United States of America, the issuer whose securities are being distributed under this Instrument shall notify in writing the principal jurisdiction once the related registration statement filed with the SEC has become effective.

6.12 Exhibits to Registration Statement — An issuer shall file any exhibits to a registration statement requested by the securities regulatory authority in a non-principal jurisdiction.

6.13 Rule 415 Offerings — A commercial copy of each MJDS prospectus and rule 415 prospectus supplement need not be refiled if it is used, without change, in distributions of additional tranches of securities.

6.14 French Language Documentation Not Required — A preliminary MJDS prospectus and a MJDS prospectus in the French language need not be filed in Quebec for an offering of rights eligible to be made under paragraph 3.1(b), unless

(a) the issuer is a reporting issuer in Quebec other than solely as a result of one or more rights offerings made under paragraph 3.1(b); or

(b) 20 percent or more of the class of securities in respect of which the rights are issued is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

Part 7 — Amendment and Supplement Procedures

7.1 Form of Amendment or Supplement — (1) An issuer shall amend or supplement disclosure documents filed under this Instrument in accordance with U.S. federal securities law.

(2) The amending or supplementing document shall contain the legends and certificates required by this Instrument.

7.2 Modification or Amendment — (1) If a registration statement is amended in a manner that modifies the related U.S. prospectus, an issuer shall file the documents containing the modification.

(2) If the receipt for the MJDS prospectus has not been issued and the filing has been made as a result of the occurrence of an adverse material change since the filing of the preliminary MJDS prospectus or an amendment to the preliminary MJDS prospectus, an issuer shall file the documents as an amendment to the preliminary MJDS prospectus.

7.3 Post-Effective Amendment — If a modification is made to a U.S. prospectus by filing with the SEC a post-effective amendment to the registration statement, an issuer shall file an amendment to the MJDS prospectus.

7.4 Amendment to Additional Disclosure — An issuer shall file an amendment in the event of an adverse material change in the additional disclosure contained only in the preliminary MJDS prospectus or a material change in the additional disclosure contained only in the MJDS prospectus.

7.5 Filing of Rule 415 Prospectus Supplement — (1) An issuer shall file a rule 415 prospectus supplement.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

13


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(2) A rule 415 prospectus supplement filed under subsection (1) shall be deemed to be incorporated into the MJDS prospectus as of the date of filing with the SEC, but only for the purpose of the distribution of the securities covered by the supplement.

7.6 Rule 415 Prospectus Supplement Not Filed — Despite sections 6.3 and 7.5, an issuer is not required to file a rule 415 prospectus supplement in the local jurisdiction unless it is the principal jurisdiction, if

(a) the rule 415 prospectus supplement is used to describe the terms of a tranche of securities distributed under the MJDS prospectus, or is a preliminary form of the rule 415 prospectus supplement for use in marketing, and the securities covered by the supplement will not be distributed in the local jurisdiction; or

(b) the rule 415 prospectus supplement is used to establish an MTN program or other continuous offering program or to update disclosure for the program, and securities will not be distributed under the program in the local jurisdiction.

7.7 Filing of Rule 430A Pricing Prospectus — An issuer shall file a rule 430A pricing prospectus.

7.8 Incorporation by Reference of Pricing Information — The information contained in a rule 430A pricing prospectus that was omitted from the U.S. prospectus in accordance with Rule 430A under the 1933 Act and any other additional information that the issuer has elected to include in the rule 430A pricing prospectus in accordance with U.S. federal securities law shall be deemed to be incorporated by reference into the MJDS prospectus as of the date of the rule 430A pricing prospectus.

7.9 Filing of Revised U.S. Prospectus or Prospectus Supplement — (1) If an issuer files with the SEC a revised U.S. prospectus, other than as an amendment to the related registration statement under rule 424(b) or another rule under the 1933 Act, or a prospectus supplement, to modify a U.S. prospectus, other than a U.S. prospectus for a rule 415 offering or a rule 430A offering, the issuer shall file the revised U.S. prospectus or prospectus supplement.

(2) The revised U.S. prospectus or prospectus supplement shall be deemed to be incorporated into the MJDS prospectus as of the date of the revised U.S. prospectus or prospectus supplement.

Part 8 — Dissemination Requirements

8.1 General — Subject to section 8.3, a preliminary MJDS prospectus, a MJDS prospectus and amendments and supplements to either shall be sent to offerees and purchasers in accordance with prospectus delivery requirements of securities legislation.

8.2 Prospectus Supplements — All prospectus supplements applicable to the securities being distributed shall be attached to, or included with, the MJDS prospectus that is sent to offerees and purchasers of the securities.

8.3 Rule 430A Pricing Prospectus — Instead of the related MJDS prospectus, a rule 430A pricing prospectus shall be sent to offerees and purchasers in accordance with prospectus delivery requirements of securities legislation.

8.4 Documents Incorporated by Reference — Documents that are incorporated or deemed to be incorporated by reference into a preliminary MJDS prospectus or a MJDS prospectus, other than rule 415 prospectus supplements and rule 430A pricing prospectuses, shall be sent to offerees or purchasers if the documents are required to be sent to offerees or purchasers under U.S. federal securities law.

8.5 Provision of Documents Incorporated by Reference — Documents incorporated by reference or deemed to be incorporated by reference shall be provided by the issuer to any person or company upon request without charge.

Part 9 — Registration Requirements

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

14


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

9.1 Rights offerings — The dealer registration requirement does not apply to a trade made by a U.S. issuer in accordance with this Instrument of a right to purchase additional securities of its own issue issued by a U.S. issuer to its existing securityholders and of the securities issued upon the exercise of the right.

Part 10 — Conflicts of Interest

10.1 Distributions of a Registrant, Connected Issuer or a Related Issuer — The provisions of securities legislation that regulate conflicts of interest in connection with a distribution of securities of a registrant, a connected issuer of a registrant or a related issuer of a registrant that require specified disclosure in a preliminary prospectus or prospectus do not apply to a distribution under this Instrument.

Part 11 — General

11.1 Representations as to Listing — The prohibitions in securities legislation regarding representations as to the listing, posting for trading or quotation of securities or to an application having been made or to be made for the listing, posting for trading or quotation of securities do not apply to distributions made under this Instrument.

11.2 Solicitations of Expressions of Interest — The prospectus requirement does not apply to solicitations of expressions of interest for the purchase of securities before the filing of a preliminary MJDS prospectus if

(a) the issuer or selling securityholder has entered into an enforceable agreement with an underwriter who has, or underwriters who have, agreed to purchase the securities;

(b) the agreement referred to in paragraph (a) has fixed the terms of the distribution and requires that the issuer file a preliminary MJDS prospectus for the securities and obtain a receipt for the preliminary MJDS prospectus from

(i) the regulator in at least one jurisdiction dated not more than two business days after the date that the agreement is entered into, and

(ii) the Canadian securities regulatory authorities in any other jurisdictions in which the distribution is to be made dated not more than three business days after the date that the agreement is entered into;

(c) immediately upon entering into the agreement the issuer issues and files a news release announcing the agreement;

(d) upon issuance of the receipt for the preliminary MJDS prospectus, a preliminary MJDS prospectus is sent to the person or company who has expressed an interest in acquiring the securities; and

(e) except as provided in paragraph (a), no agreement of purchase and sale for the securities is entered into until the MJDS prospectus has been filed and a receipt obtained.

11.3 Other Prospectus Requirements — National Instrument 41-101 Prospectus Disclosure Requirements, National Instrument 43-101 Standards of Disclosure for Mineral Exploration and Development and Mining Properties, National Instrument 43-102 Guide for Engineers and Geologists Submitting Oil and Gas Reports and National Instrument 45-101 Rights Offerings do not apply to a distribution of securities under this Instrument.

Part 12 — Bids for Securities of U.S. Issuers

12.1 General Eligibility Criteria — (1) A bid may be made under this Instrument if

(a) the offeree issuer is a U.S. issuer;

(b) the offeree issuer is not registered or required to be registered as an investment company under the 1940 Act;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

15


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(c) the offeree issuer is not a commodity pool issuer,

(d) the bid is subject to section 14(d) of the 1934 Act in the case of a take-over bid, or section 13(e) of the 1934 Act in the case of an issuer bid, and is not exempt from the 1934 Act;

(e) the bid is made to all holders of the class of securities in Canada and the United States of America;

(f) the bid is made to residents of Canada on the same terms and conditions as it is made to residents of the United States of America; and

(g) less than 40 percent of each class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

(2) Subject to subsection (3), the calculation under paragraph (1)(g) shall be made as of the end of the offeree issuer’s last quarter before the date of filing the tender offer statement or issuer tender offer statement with the SEC or, if the quarter terminated within 60 days of the filing date, as of the end of the offeree issuer’s preceding quarter.

(3) If another bid for securities of the same class of the offeree issuer is in progress at the date of the filing, the calculation for the subsequent bid shall be made as of the same date as for the first bid already in progress.

(4) If a take-over bid is made without the prior knowledge of the directors of the offeree issuer who are not insiders of the offeror or acting jointly or in concert with the offeror, or upon informing the directors of the proposed bid the offeror has a reasonable basis for concluding that the bid is being regarded as a hostile bid by a majority of the directors, and in either case the offeror lacks access to the relevant list of securityholders of the offeree issuer, it will be conclusively presumed that paragraph (1)(g) is satisfied and paragraph (a) in the definition of “foreign issuer” is not satisfied, unless

(a) the aggregate published trading volume of the class on The Toronto Stock Exchange, The Montreal Exchange, the Vancouver Stock Exchange, the Alberta Stock Exchange and the Canadian Dealing Network Inc. exceeded the aggregate published trading volume of the class on national securities exchanges in the United States of America and Nasdaq for the 12 calendar month period before commencement of the bid or, if another bid for securities of the same class is in progress, the 12 calendar month period before commencement of the first bid already in progress;

(b) disclosure that paragraph (1)(g) was not satisfied or paragraph (a) of the definition of “foreign issuer” was satisfied had been made by the issuer in its Form 10-K most recently filed with the SEC under the 1934 Act; or

(c) the offeror has actual knowledge that paragraph (1)(g) is not satisfied or paragraph (a) of the definition of foreign issuer is satisfied.

12.2 MJDS Take-Over Bid Circular and MJDS Issuer Bid Circular — (1) An offeror that makes a take-over bid or issuer bid under this Part shall file a MJDS take-over bid circular or MJDS issuer bid circular, respectively.

(2) A MJDS take-over bid circular, MJDS issuer bid circular, MJDS directors’ circular, MJDS director’s or officer’s circular, a change to any of these documents or a variation to a MJDS take-over bid circular or a MJDS issuer bid circular, is a take-over bid circular, issuer bid circular, directors’ circular, individual director’s or officer’s circular, a notice of change and a notice of variation, respectively, for purposes of securities legislation.

12.3 Securities Exchange Bids — (1) A securities exchange bid may be made under this Instrument if

(a) the eligibility criteria set out in section 12.1 are satisfied;

(b) the offeror or, if the securities being offered are of another issuer, the other issuer, meets the eligibility criteria set out in subparagraphs 3.1(a)(i), (ii), (iv) and (v) and has filed with the SEC all 1934 Act filings for a period of 36 calendar months immediately before the filing of the registration statement with the SEC;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

16


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(c) the offeror or, if the securities being offered are of another issuer, the other issuer, has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on the NNM for a period of at least 12 calendar months immediately before the filing of the registration statement with the SEC and is in compliance with the obligations arising from the listing or quotation; and

(d) one of the following is satisfied:

(i) the equity shares of the offeror or, if the securities being offered are of another issuer, the other issuer, have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the registration statement with the SEC;

(ii) the securities being offered are non-convertible debt having an investment grade rating or non-convertible preferred shares having an investment grade rating; or

(iii) the bid is an issuer bid made under this Instrument with securities of the issuer being offered as consideration.

(2) The dealer registration requirement does not apply to the trade of securities of an offeror or another issuer in a securities exchange issuer bid if the eligibility criteria in subsection (1) are met.

(3) The prospectus requirement does not apply to the distribution of securities of an offeror or another issuer in a securities exchange issuer bid if the eligibility criteria in subsection (1) are met and the offeror complies with the requirements of U.S. federal securities law applicable as a result of the consideration for the securities of the offeree issuer being at least in part securities of the offeror or other issuer.

12.4 Compliance with U.S. tender offer requirements — (1) If an offeror makes a bid under this Part, the offeror shall comply with the requirements of

(a) sections 14(d) and 14(e) of the 1934 Act and Regulations 14D and 14E under the 1934 Act for a take-over bid made under this Instrument; and

(b) sections 13(e) and 14(e) of the 1934 Act and Regulations 13E and 14E under the 1934 Act for an issuer bid made under this Instrument.

(2) If the directors or an individual director or officer of an offeree issuer elects to comply with this Part instead of securities legislation otherwise applicable in preparation of a directors’ circular or individual director’s or officer’s circular for a take-over bid made under this Part, each person so electing shall comply with sections 14(d) and 14(e) of the 1934 Act and Regulations 14D and 14E under the 1934 Act.

12.5 Form and Content of Bid Documents — (1) A MJDS take-over bid circular or a MJDS issuer bid circular shall contain the additional information, legends and certificates required by this section.

(2) The U.S. prospectus forming part of the registration statement filed with the SEC for a securities exchange bid shall be included in, or incorporated by reference into, the MJDS take-over bid circular or MJDS issuer bid circular.

(3) If an offeror makes a take-over bid under this Part and the directors or an individual director or officer elects to comply with this Part, instead of the securities legislation otherwise applicable, the directors shall prepare a MJDS directors’ circular and an individual director or officer may prepare a MJDS director’s or officer’s circular, in each case, that contains the additional information, legends and certificates required by this section.

(4) The following statements shall be printed on the outside front cover page, or on a sticker on that page, of a MJDS take-over bid circular or MJDS issuer bid circular

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

17


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(a) “This bid is made in Canada [for applicable securities exchange bids — “by a U.S. issuer”] for securities of a U.S. issuer in accordance with U.S. federal securities laws. Securityholders should be aware that the U.S. requirements applicable to the bid may differ from those of [insert the names of the provinces and territories where bid is made]. [For securities exchange bids, also insert the following — “The financial statements included or incorporated by reference in this bid circular have not been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial statements of Canadian issuers.”]

(b) “[All of] [Certain of] the directors and officers of the offeror and [all of] [certain of] the experts named in this bid circular reside outside of Canada. [[Substantially] all of the assets of these persons and of the offeror may be located outside of Canada.] The offeror has appointed [name and address of agent for service] as its agent for service of process in Canada, but it may not be possible for securityholders to effect service of process within Canada upon the directors, officers and experts referred to above. It may also not be possible to enforce against the offeror, its directors and officers and [certain of] the experts named in this bid circular judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.”

(5) The legend contained in paragraph 4(b) is not required if the offeror is incorporated or organized under the laws of Canada or a jurisdiction.

(6) An offeror shall include the following statement in a MJDS take-over bid circular or MJDS issuer bid circular

Securities legislation in certain of the provinces [and territories] of Canada provides securityholders of the offeree issuer with, in addition to any other rights they may have at law, remedies for rescission [or [, in some jurisdictions,] damages if a circular or notice that is required to be delivered to such securityholders contains a misrepresentation or is not delivered to the securityholder, provided that such remedies for rescission [or damages] are exercised by the securityholder within the time limit prescribed by the securities legislation of the securityholder’s province or territory. The securityholder should refer to the applicable provisions of the securities legislation of the securityholder’s province [or territory] for particulars of these rights or consult with a legal adviser. Rights and remedies also may be available to securityholders under U.S. law; securityholders may wish to consult with a U.S. legal adviser for particulars of these rights.

(7) A MJDS take-over bid circular, MJDS issuer bid circular, MJDS directors’ circular or MJDS director’s or officer’s circular need not contain disclosure relevant only to U.S. securityholders.

12.6 Incorporation by Reference — Except as otherwise provided in this Instrument, documents incorporated or deemed to be incorporated by reference into a tender offer statement, issuer tender offer statement or tender offer solicitation/ recommendation statement under U.S. federal securities law shall be, and are deemed to be, incorporated by reference into a MJDS take-over bid circular, MJDS issuer bid circular, MJDS directors’ circular or MJDS director’s or officer’s circular.

12.7 Statements Modified or Superseded — (1) A statement in a document incorporated or deemed to be incorporated by reference into a MJDS take-over bid circular, a MJDS issuer bid circular, a MJDS director’s circular or a MJDS director’s or officer’s circular shall be deemed to be modified or superseded, for the purposes of the applicable circular, to the extent that a statement in the MJDS take-over bid circular, the MJDS issuer bid circular, the MJDS director’s circular or the MJDS director’s or officer’s circular, or in any other subsequently filed document that also is or is deemed to be incorporated by reference into the applicable circular modifies or supersedes the statement.

(2) The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information in the document that it modifies or supersedes.

(3) The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

18


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

(4) A statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of the MJDS take-over bid, the MJDS issuer bid circular, the MJDS directors’ circular or the MJDS director’s or officer’s circular.

(5) If documents are incorporated by reference into a MJDS take-over bid circular, a MJDS issuer bid circular, a MJDS directors’ circular or a MJDS director’s or officer’s circular, the section that provides information about incorporation by reference shall include a statement that information has been incorporated by reference from documents filed with securities regulatory authorities in each jurisdiction in Canada in which the documents have been filed and shall state the name, address and telephone number of a person in Canada or the United States of America from whom copies of the documents may be obtained on request without charge.

12.8 Reconciliation of Financial Statements — A MJDS take-over bid circular or a MJDS issuer bid circular for a securities exchange bid that satisfies the eligibility criteria of subsection 12.3(1) is not subject to the requirement of securities legislation to reconcile to Canadian GAAP the financial statements included in, or incorporated by reference into, the bid circular.

12.9 Certificates — (1) A MJDS take-over bid circular shall contain a certificate in the following form signed by the chief executive officer and the chief financial officer of the offeror and, on behalf of the board of directors, by any two directors of the offeror other than the chief executive officer and chief financial officer, and each person or company that is a promoter of the offeror or a guarantor of the securities being offered in a securities exchange bid:

The foregoing [, together with documents incorporated by reference,] contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

(2) A MJDS issuer bid circular shall contain a certificate in the form set out in subsection (1) signed by the chief executive officer and the chief financial officer of the issuer and, on behalf of the board of directors, by any two directors of the issuer other than the chief executive officer and chief financial officer, and each person or company that is a promoter of the issuer or a guarantor of the securities being offered in a securities exchange bid.

(3) A MJDS directors’ circular shall contain a certificate in the form set out in subsection (1) signed on behalf of the board of directors by any two directors of the issuer.

(4) A MJDS director’s or officer’s circular shall contain a certificate in the form set out in subsection (1) signed by each director or officer sending the circular.

(5) The certificate for notices of variation and notices of change shall be in the form set out in subsection (1), amended to refer to the initial MJDS take-over bid circular or MJDS issuer bid circular and all notices of variation or change to the MJDS take-over bid circular or MJDS issuer bid circular.

(6) Any or all of the persons required to sign a certificate under subsections (1), (2), (3), (4) or (5) may sign by an agent duly authorized in writing.

12.10 Bid Circular Filing Procedures — (1) If an offeror makes a bid under this Instrument, the offeror shall file

(a) the tender offer statement or issuer tender offer statement and all exhibits and amendments to the tender offer statement or issuer tender offer statement,

(b) the MJDS take-over bid circular or MJDS issuer bid circular,

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

19


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(c) a certificate of the offeror, signed on its behalf by a senior officer, confirming that the eligibility criteria set forth in subsection 12.1(1) and, if applicable, section 12.3 are satisfied and that the circular has been prepared in accordance with U.S. federal securities law,

(d) the written consent of an attorney, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified any expertised statement in any document filed under this section or section 12.14,

(e) a submission to jurisdiction and appointment of agent for service of process duly executed by the offeror in section 2 of the required form, and

(f) if a person or company signs a certificate by an agent under subsection 12.9(6), a duly executed copy of the document authorizing the agent to sign the certificate.

(2) Despite subsection (1), the filing requirement in paragraph (1)(d) does not apply to the consent of a rating organization that issues a rating or provisional rating that is used in or in connection with a MJDS take-over bid circular or MJDS issuer bid circular.

12.11 Notification to Offeree Issuer — An offeror filing a MJDS take-over bid circular shall so notify the offeree issuer at its principal office not later than the business day following the day the MJDS take-over bid circular is filed.

12.12 French Language Documentation Not Required — A MJDS take-over bid circular or MJDS issuer bid circular in the French language is not required to be filed in Quebec unless

(a) the offeree issuer is a reporting issuer in Quebec; or

(b) 20 percent or more of the class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

12.13 MJDS Directors’ Circulars and MJDS Director’s or Officer’s Circulars — If an offeror makes a take-over bid under this Part, and the directors or an individual director or officer of the offeree issuer elects to comply with this Instrument in preparation of a directors’ circular or individual director’s or officer’s circular instead of securities legislation otherwise applicable, the directors or an individual director or officer who so elects shall file

(a) the tender offer solicitation/recommendation statement and all exhibits or amendments to that statement,

(b) the MJDS directors’ circular or MJDS director’s or officer’s circular,

(c) a statement by the directors or an individual director or officer that the circular has been prepared in accordance with U.S. federal securities law,

(d) the written consent of an attorney, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified an expertised statement contained in the MJDS directors’ circular or MJDS director’s or officer’s circular, and

(e) if a person signs a certificate by an agent under subsection 12.9(3), a duly executed copy of the document authorizing the agent to sign the certificate.

12.14 Securities Exchange Bids — In the case of a securities exchange bid made under section 12.3 for which a registration statement is filed with the SEC, the offeror shall file contemporaneously with the filing of the bid circular the registration statement and all exhibits and amendments to the registration statement, together with all documents incorporated by reference into the registration statement.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

20


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

12.15 Notice of Variation and Notice of Change — (1) Documents filed under this Part shall be changed or varied in accordance with U.S. federal securities law as additional tender offer materials, but the additional tender offer materials shall contain the legends and certificates required by this Part.

(2) An offeror shall file additional tender offer materials that vary the terms of the bid as a notice of variation and identify the materials as such.

(3) An offeror shall file additional tender offer materials that change the information in the tender offer materials or previous additional tender offer materials, other than information about a variation in the terms of the bid, as a notice of change and identify the materials as such.

(4) Additional tender offer materials required to be filed as a notice of variation and a notice of change shall be filed as both a notice of variation and a notice of change and identified as such.

(5) The directors or an individual director or officer of an offeror issuer shall file additional materials prepared by the directors or an individual director or officer as a notice of change.

(6) If a person or company signs a certificate by an agent under subsection 12.9(6), an offeror shall file a duly executed copy of a document authorizing an agent to sign a certificate.

(7) If a change to a MJDS take-over bid circular or MJDS issuer bid circular is material to the consent filed under paragraph 12.10(1)(d), an offeror shall file a further consent contemporaneously with the filing of the change to the MJDS take-over bid circular or MJDS issuer bid circular.

(8) If a change to a MJDS directors’ circular or MJDS director’s or officer’s circular is material to the consent filed under paragraph 12.13(d), the directors in the case of a MJDS directors’ circular or the director or officer sending the circular in the case of a MJDS director’s or officer’s circular shall file a further consent contemporaneously with the filing of the change to a MJDS directors’ circular or MJDS director’s or officer’s circular.

12.16 Dissemination Requirements — (1) An offeror shall send a MJDS take-over bid circular, MJDS issuer bid circular, a notice of change and a notice of variation to each securityholder whose last address as shown on the books of the offeree issuer is in the local jurisdiction.

(2) Despite subsection (1), a notice of change or a notice of variation shall be sent only to those securityholders whose securities were not taken up at the date of the occurrence of the change or variation.

(3) An offeree issuer shall send a MJDS directors’ circular, MJDS director’s or officer’s circular and a notice of change to the MJDS directors’ circular or MJDS director’s or officer’s circular to every person or company to whom a MJDS take-over bid circular is required to be sent under subsections (1) and (2).

(4) Documents referred to in subsections (1) and (3) that are sent or given to securityholders resident in the United States of America shall be sent by the offeror or offeree issuer as appropriate to each securityholder whose last address as shown on the books of the offeree issuer is in the local jurisdiction as soon as practicable following the time they are sent or given to securityholders resident in the United States of America.

(5) Documents referred to in subsections (1) and (3) that are published by long form or summary publication in the United States of America shall be sent by the offeror or offeree issuer as appropriate to each securityholder whose last address as shown on the books of the offeree issuer is in the local jurisdiction as soon as practicable following publication.

(6) Documents that are incorporated or deemed to be incorporated by reference into documents filed under this Part shall be sent to each securityholder whose last address as shown on the books of the offeree issuer is in the local jurisdiction if those documents are required to be sent to securityholders under U.S. federal securities law.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

21


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(7) Documents incorporated or deemed to be incorporated by reference shall be provided to any person or company upon request without charge by the person or company that filed the documents into which the documents are incorporated or deemed to be incorporated by reference.

Part 13 — Business Combinations

13.1 Eligibility Criteria — (1) This Part may be used for the distribution of securities of a successor issuer in connection with a business combination if

(a) each person or company participating in the business combination meets the eligibility criteria specified in subparagraphs 3.1(a)(i), (iv) and (v) and, other than participating persons or companies that are specified predecessors, subparagraphs 3.1(a)(ii) and 3.1(b)(ii);

(b) the equity shares of each person or company participating in the business combination, other than a specified predecessor, have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus with the principal jurisdiction;

(c) each person or company participating in the business combination, other than a specified predecessor, has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on the NNM for a period of at least 12 calendar months immediately preceding the filing of the preliminary MJDS prospectus in the principal jurisdiction and is in compliance with the obligations arising from the listing or quotation;

(d) the issue or exchange of securities in the business combination is made to residents of Canada on the same basis, terms and conditions as it is made to residents of the United States of America; and

(e) less than 40 percent of the class of securities to be distributed in the business combination by the successor issuer will be distributed to persons or companies whose last address as shown on the books of the participating person or company is in Canada.

(2) The requirement in paragraph (1)(b) may be satisfied for a participating person or company whose securities were the subject of a bid made under or eligible to have been made under this Instrument that terminated within the preceding 12 months if the requirement would have been satisfied immediately before commencement of the bid.

(3) The calculation in paragraph 1(e) shall be made

(a) for each participating person or company as of the end of the participating person’s or company’s last quarter before the date of filing of the preliminary MJDS prospectus in the principal jurisdiction or, if that quarter terminated within 60 days of the filing date, as of the end of the participating person’s or company’s preceding quarter; and

(b) on the basis that all persons or companies that have an option in respect of the consideration to be received under the business combination elect the option that would result in the issuance of the greatest number of securities.

13.2 Form and Content of Disclosure Documents and Procedures — (1) If the eligibility criteria set forth in section 13.1 are satisfied, securities may be distributed under this Part in connection with a business combination by complying with the requirements set out in Part 4, other than section 4.6, Parts 5 through 9 and Part 11.

(2) If securities are being distributed under this Part in connection with a business combination, the disclosure documents prepared for the business combination shall be filed as a MJDS prospectus and, if proxies will be solicited from holders of voting securities of the issuer and the issuer is a reporting issuer in the local jurisdiction, as an information circular.

Part 14 — Material Change Reporting

 

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

22


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

14.1 News Release — A U.S. issuer that has a class of securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on Nasdaq satisfies the requirement of securities legislation to issue and file a news release upon the occurrence of a material change in its affairs by

(a) complying with the requirements of the exchange on which its securities are listed or Nasdaq, as applicable, for making public disclosure of material information on a timely basis; and

(b) immediately issuing in Canada and filing each news release disclosed by it for the purpose of complying with the requirements referred to in paragraph (a).

14.2 Material Change Reports — A U.S. issuer that has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act satisfies the requirement of securities legislation to file a material change report upon the occurrence of a material change in its affairs by

(a) complying with the requirements of U.S. federal securities law relating to current reports; and

(b) filing the current report filed with the SEC.

Part 15 — Financial Statements, Annual Information Forms and Management’s

Discussion and Analysis of Financial Condition and Results of Operations

15.1 Financial Statements — A U.S. issuer that has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act satisfies the requirements of securities legislation relating to the preparation, certification, filing and sending of interim financial statements, and annual financial statements and auditor’s reports thereon by

(a) complying with the requirements of U.S. federal securities law relating to quarterly reports and annual reports;

(b) filing the quarterly reports and annual reports filed with the SEC; and

(c) either

(i) sending each financial statement included in the report required to be filed under paragraph (b) to each securityholder whose last address as shown on the books of the reporting issuer is in the local jurisdiction in the manner and at the time required by U.S. federal securities law if

(A) the issuer is a reporting issuer solely as a result of a distribution or securities exchange bid made under this Instrument;

(B) the issuer meets the eligibility requirements in paragraph 3.1(c); or

(C) the issuer meets the eligibility requirements in subparagraphs 3.1(a)(i) to (v) and the issuer is a reporting issuer solely as the result of the distribution of securities that had an investment grade rating and met the eligibility requirements of subparagraph 3.1(a)(vi) at the time of distribution; or

(ii) sending each financial statement included in the report required to be filed under paragraph (b) to each securityholder whose last address as shown on the books of the issuer is in the local jurisdiction in the manner and at the time required by securities legislation other than this Instrument.

15.2 Annual Reports, Annual Information Forms and Management’s Discussion and Analysis — A U.S. issuer that has a class of securities registered under section 12 of the 1934 Act or that is required to file reports under section 15(d) of the 1934 Act satisfies the requirements of securities legislation to file annual reports, annual information forms and management’s discussion and analysis of financial condition and results of operations by

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

23


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(a) complying with the requirements of U.S. federal securities law relating to annual reports, quarterly reports and management’s discussion and analysis;

(b) filing the annual report and quarterly report filed with the SEC; and

(c) sending the annual report to each securityholder whose last address as shown on the books of the reporting issuer is in the local jurisdiction in the manner and at the time required by U.S. federal securities law.

Part 16 — Proxies and Proxy Solicitation

16.1 Proxy Solicitation by a U.S. Issuer — A U.S. issuer that has a class of securities registered under section 12 of the 1934 Act satisfies the requirements of securities legislation relating to information circulars, proxies and proxy solicitation by

(a) complying with the requirements of U.S. federal securities law relating to proxy statements, proxies and proxy solicitation;

(c) filing all material relating to the meeting that is filed with the SEC; and

(d) sending each document filed under paragraph (b) to each securityholder whose last address as shown on the books of the reporting issuer is in the local jurisdiction in the manner and at the time required by U.S. federal securities law.

16.2 Proxy Solicitation by Another Person or Company — A person or company other than the issuer satisfies the requirements of securities legislation relating to proxies and proxy solicitation with respect to a U.S. issuer that has a class of securities registered under section 12 of the 1934 Act by fulfilling the requirements of paragraphs 16.1(a), (b) and (c).

16.3 Determination of Eligibility — If a proxy solicitation is made under section 16.2 and the person or company soliciting proxies lacks access to the relevant list of securityholders of the issuer, it will be conclusively presumed that paragraph (a) of the definition of foreign issuer is not satisfied, unless

(a) the aggregate published trading volume of the class on The Toronto Stock Exchange, The Montreal Exchange, the Vancouver Stock Exchange, the Alberta Stock Exchange and the Canadian Dealing Network Inc. exceeded the aggregate published trading volume of the class on national securities exchanges in the United States of America and Nasdaq for the 12 calendar month period before commencement of the proxy solicitation or, if another proxy solicitation for securities of the same class is in progress, the 12 calendar month period before commencement of the first proxy solicitation already in progress;

(b) disclosure that paragraph (a) of the definition of foreign issuer was satisfied had been made by the issuer in its Form 10-K most recently filed with the SEC under the 1934 Act; or

(c) the person or company soliciting proxies has actual knowledge that paragraph (a) of the definition of foreign issuer is satisfied.

Part 17 — Insider Reporting

17.1 Insider Reporting — The insider report filing requirement does not apply to an insider of a U.S. issuer that has a class of securities registered under section 12 of the 1934 Act if the insider

(a) complies with the requirements of U.S. federal securities law regarding insider reporting; and

(b) files with the SEC any insider report required to be filed with the SEC under section 16(a) of the 1934 Act and the rules and regulations under the 1934 Act.

Part 18 — Communication with Beneficial Owners of Securities of a Reporting Issuer

 

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

24


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

18.1 Communication with Beneficial Owners of Securities of a Reporting Issuer — A U.S. issuer satisfies the requirements of securities legislation relating to communications with, delivery of materials to and conferring voting rights upon non-registered holders of its securities who hold their interests in the securities through one or more intermediaries by

(a) complying with the requirements of Rule 14a-13 under the 1934 Act for any Canadian clearing agency and any intermediary whose last address as shown on the books of the issuer is in the local jurisdiction; and

(b) complying with the requirements of National Policy Statement No. 41 or any successor instrument to that national policy statement with respect to fees payable to intermediaries, for any Canadian clearing agency and any intermediary whose last address as shown on the books of the issuer is in the local jurisdiction.

Part 19 — Trust Indenture Requirements

19.1 Trust Indenture Requirements — The requirements of the legislation of the local jurisdiction applicable to trust indentures, for debt outstanding or guaranteed under the indenture, including a requirement that a person or company appointed as a trustee under a trust indenture be resident or authorized to do business in the local jurisdiction, do not apply to distributions made under this Instrument, if

(a) the trust indenture under which the obligations are issued or guaranteed is subject to and complies with the Trust Indenture Act of 1939 of the United States of America; and

(b) at least one person or company appointed as trustee under the trust indenture

(i) is resident in the local jurisdiction,

(ii) is authorized to do business in the local jurisdiction, or

(iii) has filed a duly executed submission to jurisdiction and appointment of agent for service of process in section 3 of the required form.

Part 20 — Financial Disclosure

20.1 Financial Disclosure — National Instruments 52-101 Future-Oriented Financial Information, 52-102 Use of Currencies, 52-103 Change of Auditor, 52-104 Basis of Accounting, Auditing and Reporting and 52-105 Change in the Ending Date of a Financial Year do not apply to a U.S. issuer distributing securities or making a bid or filings in accordance with this Instrument.

Part 21 — Exemptions

21.1 Exemption — (1) The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption.

(3) Despite subsection (1), in Alberta, only the regulator may grant such an exemption.

(4) An application made to the securities regulatory authority or regulator for an exemption from this Instrument shall include a letter or memorandum describing the matters relating to the exemption, and indicating why consideration should be given to the granting of the exemption.

21.2 Evidence of Exemption — Without limiting the manner in which an exemption under section 21.1 may be evidenced, the issuance by the regulator of a receipt for a MJDS prospectus or an amendment to a MJDS prospectus is evidence of the granting of the exemption if

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

25


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(a) the person or company that sought the exemption sent to the regulator the letter or memorandum referred to in subsection 21.1(4)

(i) on or before the date of filing of the preliminary MJDS prospectus, or

(ii) after the date of filing of the preliminary MJDS prospectus and received a written acknowledgement from the regulator that the exemption may be evidenced by the issuance of a receipt for the MJDS prospectus or an amendment to the MJDS prospectus; and

(b) the regulator has not sent notice of refusal to grant the exemption to the person or company that sought the exemption before, or concurrent with, the issue of the receipt for the MJDS prospectus.

Part 22 — Effective Date

22.1 Effective Date — This Instrument comes into force on November 1, 1998.

Appendix A — Method 1 for Prospectus Certificates for Rule 415 Offerings

Method 1 — Forward Looking Certificates to be Included in a MJDS Prospectus for a Rule 415 Offering or Supplement Establishing an MTN Program or Other Continuous Distribution

Part 1 — MJDS Prospectus for a Rule 415 Offering

1.1 Certificate of Issuer and Promoter — If a MJDS prospectus for a rule 415 offering establishes an MTN program or other continuous distribution, or if method 2 has not been elected by an issuer, the preliminary MJDS prospectus and the MJDS prospectus for a rule 415 offering shall contain a certificate in the following form signed by

(a) the chief executive officer and the chief financial officer of the issuer;

(b) on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer or chief financial officer, duly authorized to sign; and

(c) any person or company who is a promoter of the issuer:

This MJDS prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of each supplement to this prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this MJDS prospectus and the supplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec — “and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed”]..

1.2 Underwriters’ Certificates — A preliminary MJDS prospectus and a MJDS prospectus for a rule 415 offering shall contain an underwriter’s certificate in the following form signed by each underwriter who, at the time of filing, is, or it is known will be, in a contractual relationship with the issuer or selling securityholder for the securities to be distributed under the MJDS prospectus, if

(a) the MJDS prospectus establishes an MTN program or other continuous distribution; or

(b) method 2 has not been elected by the underwriter:

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated in this prospectus by reference will, as of the date of each supplement to this prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered under this prospectus and the supplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

26


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

in Quebec — “and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed”]..

1.3 Guarantor’s Certificate — A preliminary MJDS prospectus and a MJDS prospectus for a rule 415 offering shall contain a certificate in the form described in section 1.1 signed by a guarantor of the securities to be distributed under the MJDS prospectus, if

(a) this Instrument requires a prospectus certificate of the guarantor; and

(b) either

(i) the MJDS prospectus establishes an MTN program or other continuous distribution, or

(ii) method 2 has not been elected by the guarantor.

1.4 Amendments — (1) An amendment to a MJDS prospectus for a rule 415 offering or an amended and restated MJDS prospectus shall, subject to subsection (2), contain

(a) the certificates required under section 1.1 to be included in a MJDS prospectus, if the MJDS prospectus contains an issuer’s certificate in the form described in section 1.1;

(b) the certificates required under section 1.2 to be included in a MJDS prospectus, if the MJDS prospectus contains an underwriter’s certificate in the form described in section 1.2; and

(c) the certificate required under section 1.3 to be included in a MJDS prospectus, if the MJDS prospectus contains a guarantor’s certificate in the form described in section 1.3.

(2) In each certificate required under subsection (1), the reference to “this MJDS prospectus” shall be omitted and replaced by

(a) in the case of an amendment to a MJDS prospectus, “the MJDS prospectus dated [insert date] as amended by this amendment”; and

(b) in the case of an amended and restated MJDS prospectus, “this amended and restated MJDS prospectus”.

Part 2 — MJDS Prospectus Supplements establishing a MTN Program

2.1 Certificate of Issuer and Promoter — If an issuer’s certificate in the form described in section 1.1 was not included in the corresponding MJDS prospectus, a MJDS prospectus supplement that establishes a MTN program or other continuous distribution shall contain a certificate in the following form signed by

(a) the chief executive officer and the chief financial officer of the issuer;

(b) on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer or chief financial officer, duly authorized to sign; and

(c) any person or company who is a promoter of the issuer:

The MJDS prospectus together with the documents incorporated in the prospectus, as supplemented by the foregoing, will, as of the date of each supplement to the MJDS prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered under the MJDS prospectus and by the supplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec — “and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

27


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

2.2 Underwriters’ Certificates — A MJDS prospectus supplement that establishes an MTN program or other continuous distribution shall contain a certificate in the following form signed by each underwriter who

(a) is in a contractual relationship with the issuer or selling securityholder for the securities being distributed under the MJDS prospectus supplement; and

(b) did not sign and include in the corresponding MJDS prospectus a certificate in the form described in section 1.2:

To the best of our knowledge, information and belief, the MJDS prospectus together with the documents incorporated in the prospectus, as supplemented by the foregoing, will, as of the date of each supplement to the MJDS prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered under the MJDS prospectus and by the supplement as required by [insert name of jurisdiction in which qualified] [insert if distribution made in Quebec — “and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

2.3 Guarantor’s Certificate — A MJDS prospectus supplement that establishes an MTN program or other continuous distribution shall contain a certificate in the form described in section 2.1 signed by a guarantor of the securities being distributed under the MJDS prospectus supplement, if

(a) this Instrument requires a prospectus certificate of the guarantor; and

(b) a prospectus certificate of the guarantor in the form described in section 1.3 was not included in the corresponding MJDS prospectus.

2.4 Amendments — (1) An amendment to a MJDS prospectus supplement or an amended and restated MJDS prospectus supplement that establishes an MTN program or other continuous distribution shall, subject to subsection (2), contain

(a) the certificates required under section 2.1 to be included in a MJDS prospectus supplement, if the MJDS prospectus supplement contains an issuer’s certificate in the form described in section 2.1;

(b) the certificates required under section 2.2 to be included in a MJDS prospectus supplement, if the MJDS prospectus supplement contains an underwriter’s certificate in the form described in section 2.2; and

(c) the certificate required under section 2.3 to be included in a MJDS prospectus supplement, if the MJDS prospectus supplement contains a guarantor’s certificate in the form described in section 2.3.

(2) In each certificate required under subsection (1), the reference to “this MJDS prospectus supplement” shall be omitted and replaced by

(a) in the case of an amendment to a MJDS prospectus supplement, “the MJDS prospectus supplement dated [insert date] as amended by this amendment”; and

(b) in the case of an amended and restated MJDS prospectus supplement, “this amended and restated MJDS prospectus supplement”.

Appendix B — Method 2 for Prospectus Certificates for Rule 415 Offerings

Method 2: Non-forward Looking Prospectus Certificates to be Included in Both a MJDS Prospectus and Supplement

Part 1 — MJDS Prospectus for a Rule 415 Offering

 

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

28


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

1.1 Certificate of Issuer and Promoter — If method 2 is elected by an issuer, a preliminary MJDS prospectus and a MJDS prospectus shall contain a certificate in the following form signed by

(a) the chief executive officer and the chief financial officer of the issuer;

(b) on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer or chief financial officer, duly authorized to sign; and

(c) any person or company who is a promoter of the issuer:

This MJDS prospectus, together with the documents incorporated in this prospectus, constitutes full, true and plain disclosure of all material facts relating to the securities as required by the securities laws of [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

1.2 Underwriters’ Certificates — A preliminary MJDS prospectus and a MJDS prospectus for a rule 415 offering shall contain an underwriter’s certificate in the following form signed by each underwriter who

(a) at the time of filing, is, or it is known will be, in a contractual relationship with the issuer or selling securityholder for the securities to be distributed under the MJDS prospectus; and

(b) elects method 2:

To the best of our knowledge, information and belief, the MJDS prospectus, together with the documents incorporated in the prospectus, constitutes full, true and plain disclosure of all material facts relating to the securities as required by [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

1.3 Guarantor’s Certificate — A MJDS prospectus shall contain a certificate in the form described in section 1.1 signed by a guarantor of the securities to be distributed under the MJDS prospectus, if

(a) this Instrument requires a prospectus certificate of the guarantor; and

(b) method 2 is elected by the guarantor.

1.4 Amendments — (1) An amendment to a MJDS prospectus or an amended and restated MJDS prospectus shall, subject to subsection (2), contain

(a) the certificates required under section 1.1 to be included in a MJDS prospectus, if the issuer has elected method 2;

(b) the certificate described in section 1.2 signed by each underwriter who

(i) at the time of filing the amendment or the amended and restated MJDS prospectus, is, or it is known will be, in a contractual relationship with the issuer or selling securityholder for the securities to be distributed under the MJDS prospectus, and

(ii) has elected method 2; and

(c) the certificate required under section 1.3 to be included in a MJDS prospectus, if the MJDS prospectus contains a guarantor’s certificate in the form described in section 1.3.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

29


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(2) In each certificate required under subsection (1), the reference to “this MJDS prospectus” shall be omitted and replaced by

(a) in the case of an amendment to a MJDS prospectus, “the MJDS prospectus dated [insert date] as amended by this amendment”; and

(b) in the case of an amended and restated MJDS prospectus, “this amended and restated MJDS prospectus”.

Part 2 — MJDS Prospectus Supplement

2.1 Certificate of Issuer and Promoter — If method 2 is elected by an issuer, each MJDS prospectus supplement shall contain a certificate in the following form signed by

(a) the chief executive officer and the chief financial officer of the issuer;

(b) on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer or chief financial officer, duly authorized to sign; and

(c) any person or company who is a promoter of the issuer:

The MJDS prospectus, together with the documents incorporated in the prospectus, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered under the MJDS prospectus and this supplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

2.2 Underwriters’ Certificates — Each MJDS prospectus supplement shall contain a certificate in the following form signed by each underwriter who

(a) is in a contractual relationship with the issuer or selling securityholder for the securities being distributed under the supplement; and

(b) has elected method 2:

To the best of our knowledge, information and belief, the MJDS prospectus, together with the documents incorporated in the prospectus, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered under the MJDS prospectus and this supplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec — “and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.”].

2.3 Guarantor’s Certificate — Each MJDS prospectus supplement shall contain a certificate in the form described in section 2.1 signed by a guarantor of the securities being distributed under the MJDS prospectus supplement, if

(a) this Instrument requires a prospectus certificate of the guarantor; and

(b) method 2 is elected by the guarantor.

2.4 Amendments — (1) An amendment to a MJDS prospectus supplement or an amended and restated MJDS prospectus supplement shall, subject to subsection (2), contain

(a) the certificates required under section 2.1 to be included in a MJDS prospectus supplement, if the MJDS prospectus supplement contains an issuer’s certificate in the form described in section 2.1;

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

30


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(b) the certificate described in section 2.2 signed by each underwriter who

(i) at the time of filing the amendment or the amended and restated MJDS prospectus supplement, is in a contractual relationship with the issuer or selling securityholder for the securities being distributed under the MJDS prospectus supplement, and

(ii) has elected method 2; and

(c) the certificate required under section 2.3 to be included in a MJDS prospectus supplement, if the MJDS prospectus supplement contains a guarantor’s certificate in the form described in section 2.3.

(2) In each certificate required under subsection (1), the reference to “this MJDS prospectus supplement” shall be omitted and replaced by

(a) in the case of an amendment to a MJDS prospectus supplement, “the MJDS prospectus supplement dated [insert date] as amended by this amendment”; and

(b) in the case of an amended and restated MJDS prospectus supplement, “this amended and restated MJDS prospectus supplement”.

Form 71-101F1 — Forms of Submission to Jurisdiction and Appointment of Agent for Service of Process

1. — MJDS Prospectus Distribution of Securities

1. Name of issuer (the “Issuer”):                                 

2. Jurisdiction of incorporation of Issuer:                                  

3. Address of principal place of business of Issuer:                                  

4. Description of securities (the “Securities”):                              

5. Date of MJDS prospectus (the “Prospectus”) under which the Securities  are offered:                                 

6. Name of agent (the “Agent”):                                  

7. Address for service of process of Agent in Canada:                                  

8. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the “Proceeding”) arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Prospectus or the obligations of the Issuer as a reporting issuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Securities are distributed under the Prospectus; and

(b) any administrative proceeding in any such province [or territory],

in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Prospectus.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

31


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer will file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

11. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer will file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

12. This submission to jurisdiction and appointment of agent for service of process will be governed by and construed in accordance with the laws of                          [province of above address of Agent].

Dated:                             

                             [Issuer]

By:                                  [Name and title]

The undersigned accepts the appointment as agent for service of process of [Issuer] under the terms and conditions of the appointment of agent for service of process stated above.

Dated:                             

                             [Agent]

By:                                  [Name and title]

2. — Take-over or Issuer Bid

1. Name of offeror (the “Offeror”):                                 

2. Jurisdiction of incorporation of Offeror:                                 

3. Address of principal place of business of Offeror:                                 

4. Description of securities (the “Securities”):                                 

5. Date of Bid (the “Bid”) for the Securities:                                 

6. Name of agent (the “Agent”):                                 

7. Address for service of process of Agent in Canada:                                 

8. The Offeror designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the “Proceeding”) arising out of, relating to or concerning the Bid [insert for securities exchange bids — “or the obligations of the Offeror as a reporting issuer”], and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Offeror irrevocably and unconditionally submits to the non-exclusive jurisdiction of

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Bid is made, and

(b) any administrative proceeding in any such province [or territory],

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

32


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

in any Proceeding arising out of or related to or concerning the Bid.

10. Until six years from the date of the Bid, the Offeror will file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

11. Until six years from the date of the Bid, the Offeror will file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

12. This submission to jurisdiction and appointment of agent for service of process must be governed by and construed in accordance with the laws of                          [province of above address of Agent].

Dated:                             

                              [Offeror]

By:                                  [Name and title]

The undersigned accepts the appointment as agent for service of process of                          [Offeror] under the terms and conditions of the appointment of agent for service of process stated above.

Dated:                             

                              [Agent]

By:                                  [Name and title]

3. — Trust Indenture

1. Name of trustee (the “Trustee”):                                 

2. Jurisdiction of incorporation of Trustee:                                 

3. Address of principal place of business of Trustee:                                 

4. Description of securities (the “Securities”):                                 

5. Date of trust indenture (the “Indenture”) under which the Securities are issued:                                 

6. Name of agent (the “Agent”):                                 

7. Address for service of process of Agent in Canada:                                 

8. The Trustee designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the “Proceeding”) arising out of or relating to or concerning the Indenture, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Trustee irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Securities are issued, and

(b) any administrative proceeding in any such province [or territory],

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

33


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

in any Proceeding arising out of or related to or concerning the Indenture.

10. Until six years from the termination of the Indenture, the Trustee will file a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form at least 30 days before termination of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

11. Until six years from the termination of the Indenture, the Trustee will file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before any change in the name or above address of the Agent.

12. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of                          [province of above address of Agent].

Dated:                         

                          [Trustee]

By:                          [Name and title]

The undersigned accepts the appointment as agent for service of process of                          [Issuer] under the terms and conditions of the foregoing Appointment of Agent for Service of Process.

Dated:                         

                          [Agent]

By:                          [Name and title]

Companion Policy

Companion Policy 71-101CP — to National Instrument 71-101 The Multijurisdictional Disclosure System

Part 1 — Introduction and Purpose

1.1 Introduction and Purpose — The multijurisdictional disclosure system is a joint initiative by the CSA and the SEC to reduce duplicative regulation in cross-border offerings, issuer bids, take-over bids, business combinations and continuous disclosure and other filings.

The multijurisdictional disclosure system (the “MJDS”) was originally implemented in Canada in 1991 by the members of the CSA through National Policy Statement No. 45 (“NP 45”). NP 45 was replaced by National Instrument 71-101 (“N1 71-101”) which implements in each Canadian jurisdiction those portions of NP 45 which are of a legislative nature. Companion Policy 71-101CP to NI 71-101 (“this Policy”) provides other information including statements relating to the exercise of discretion by the Canadian securities regulatory authorities under NI 71-101 and the manner in which its provisions are intended to be interpreted or applied by them.

NI 71-101 sets out the substantive requirements of the MJDS which apply in all jurisdictions. Each jurisdiction has implemented NI 71-101 by one or more instruments forming part of the law of that jurisdiction (“the implementing law of a jurisdiction”). The implementing law of a jurisdiction can take the form of a regulation, rule, ruling or order. Form 71-101F1 sets out the forms of submission to jurisdiction and appointment of agent for service of process.

Ontario, Alberta, British Columbia, Manitoba and Nova Scotia have adopted NI 71-101 by rule. Saskatchewan has adopted it by regulation. All other jurisdictions have adopted NI 71-101 by Policy Statement. To the extent that any provision of this Policy is inconsistent or conflicts with the applicable provisions of NI 71-101 in those jurisdictions that have adopted NI 71-101 by Policy Statement, the provisions of NI 71-101 prevail over the provisions of this Policy.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

34


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

Part 2 — Overview of the MJDS

2.1 Purpose — The MJDS is intended to remove unnecessary obstacles to certain offerings of securities of U.S. issuers in Canada, to facilitate take-over and issuer bids and business combinations involving securities of certain U.S. issuers and to facilitate compliance by U.S. issuers with proxy and continuous disclosure requirements, while ensuring that Canadian investors remain adequately protected.

2.2 Application — (1) Offerings — The MJDS permits public offerings of securities of U.S. issuers that meet the eligibility criteria specified in NI 71-101 to be made in Canada on the basis of disclosure documents prepared in accordance with U.S. federal securities law, with certain additional Canadian disclosure. A public offering of securities of a U.S. issuer may be made under the MJDS either in Canada and the United States or in Canada only.

(2) Rights Offerings, Bids and Business Combinations — The MJDS also reduces disincentives to the extension to Canadian securityholders of rights offerings by U.S. issuers by permitting such rights offerings to be made in Canada on the basis of U.S. disclosure documents. Similarly, it facilitates the extension to Canadian securityholders of U.S. issuers of take-over bids, issuer bids and business combinations in the circumstances contemplated by Parts 12 and 13 of NI 71-101. The MJDS permits such transactions to be made in Canada generally in the same manner as in the United States and on the basis of U.S. disclosure documents.

2.3 Regulatory Review — Regulatory review of disclosure documents used under the MJDS for offerings made by a U.S. issuer both in Canada and the United States will be that customary in the United States, with the SEC being responsible for carrying out the review. Whether the offering is made both in Canada and the United States or solely in Canada, Canadian securities regulatory authorities will monitor materials filed under the MJDS to check compliance with the specific disclosure and filing requirements of NI 71-101. In addition, the substance of the disclosure documents will be reviewed in the unusual case if, through monitoring of the materials or otherwise, the Canadian securities regulatory authorities have reason to believe that there may be a problem with a transaction or the related disclosure or other special circumstances exist.

2.4 Liability Unaffected — The MJDS does not change the liability provisions of Canadian securities legislation or the discretionary authority of Canadian securities regulatory authorities to halt a distribution, remove an exemption, cease trade the related securities, or refuse to issue a receipt for a preliminary MJDS Prospectus or a MJDS Prospectus. The securities regulatory authority or, in the case of Ontario, the regulator, may also grant exemptions from the requirements of NI 71-101 in specific cases and also exercise its public interest jurisdiction if it determines that it is necessary to do so in order to preserve the integrity of the Canadian capital markets.

2.5 Compliance with U.S. Law — Use of the MJDS is based on compliance with U.S. federal securities law. Thus, any person or company carrying out a transaction or filing a document in Canada under the MJDS must comply in full with all applicable U.S. requirements. However, a violation of a U.S. requirement will not automatically disqualify a person or company from using the MJDS with respect to a transaction or document. A person or company that violates a U.S. requirement, depending upon the circumstances, may be considered to have violated an equivalent requirement of a jurisdiction in Canada with respect to a transaction or document.

2.6 The U.S. Multijurisdictional Disclosure System — (1) Concurrently with the adoption of NP 45, the SEC adopted rules, forms and schedules for the implementation of a similar multijurisdictional disclosure system in the United States. The U.S. system removes unnecessary impediments to certain offerings of securities of Canadian issuers in the United States and facilitates the extension to U.S. securityholders of Canadian issuers of take-over bids, issuer bids and business combinations in the circumstances contemplated by the U.S. system.

(2) The procedures to be followed in Canada when the U.S. system is used for certain offerings of securities of a Canadian issuer in the U.S. are set out in Part 4 of this Policy.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

35


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

Part 3 — NI 71-101

3.1 Application of NI 71-101 in each Jurisdiction — The MJDS provided for in NI 71-101 has been implemented in each jurisdiction. Except to the extent specifically provided in NI 71-101 or the implementing law of a jurisdiction, the securities legislation continues to apply. The securities legislation may prescribe additional requirements or procedures in relation to the transactions and filings contemplated in NI 71-101.

3.2 MJDS Prospectus Distributions of Securities of U.S. Issuers — (1) Election to Use the MJDS — The use of the MJDS to distribute securities of a U.S. issuer is elective. Persons or companies permitted to distribute securities of a U.S. issuer under NI 71-101 may alternatively make those distributions in accordance with other provisions of the securities legislation, including, if the relevant eligibility criteria are satisfied, case by case exemptive relief under CSA Notice #95-4 Proposed Foreign Issuer Prospectus and Continuous Disclosure System.

(2) General — NI 71-101 permits the following securities of a U.S. issuer to be distributed by prospectus in Canada, either by the issuer or by a selling securityholder, on the basis of documentation prepared in accordance with U.S. federal securities law, with certain additional Canadian disclosure:

(a) non-convertible debt and non-convertible preferred shares that have an investment grade rating;

(b) convertible debt and preferred shares that have an investment grade rating and may not be converted for at least one year after issuance, if the issuer meets a public float requirement;

(c) certain rights to acquire securities of the issuer; and

(d) other securities, if the issuer meets a public float requirement.

The MJDS may also be used for securities exchange bids and business combinations, in each case as described below.

The purpose of the public float requirement is to single out issuers whose size is such that (i) information about them is publicly disseminated and (ii) they have a significant market following. As a result, the marketplace can be expected to set efficiently a price for the securities of these issuers based on publicly available information.

Non-convertible debt and preferred shares that have an investment grade rating are particularly appropriate for the MJDS because these securities trade primarily on the basis of their yield and an assessment of creditworthiness by an independent rating organization. Typically, the four highest rating categories, within which there may be subcategories or gradations indicating relative standing, signify an investment grade rating by an independent rating organization. The investment grade ratings for certain rating organizations currently are:

 

Rating Organization    Debt    Preferred Shares

CBRS Inc.

   A++, A+, A or B++    P-1+, P-1, P-2 or P-3

Dominion Bond Rating Service Limited

   AAA, AA, A or BBB    Pfd-1, Pfd-2 or Pfd-3

Moody’s Investors Service, Inc.

   Aaa, Aa, A or Baa    “aaa”, “aa”, “a” or “baa”

Standard & Poor’s Corporation

   AAA, AA, A or BBB    AAA, AA, A or BBB

The lack of a public float requirement for offerings of these securities allows the MJDS to be used by issuers of securities having an investment grade rating, such as finance subsidiaries, that access the market frequently, but do not meet the public float requirements. Debt and preferred shares that have an investment grade rating and are not convertible into other securities for at least one year after issuance can be expected to trade primarily on the basis of their yield and independent rating, but are also priced to some extent on the basis of the anticipated value of the security into which they are convertible. Thus, the MJDS is available for these securities on the basis of their investment grade rating, coupled with a public float requirement.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

36


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

In the case of offerings of common shares or other securities other than non-convertible debt and preferred shares that have an investment grade rating, the MJDS is available upon satisfaction of a public float requirement. The MJDS generally may not be used for the offering of derivative securities, except in the circumstances set out in subsection 3.3(2) of NI 71-101. Therefore, offerings of derivative securities such as stock index warrants, currency warrants and debt the interest on which is based upon the performance of a stock index may not be made under the MJDS.

Subject to certain limitations, the MJDS permits U.S. issuers to make rights offerings by prospectus to existing securityholders in Canada on the basis of documentation prepared in accordance with U.S. federal securities law, with certain additional Canadian disclosure. There is no public float requirement for rights offerings since existing securityholders can reasonably be expected to be familiar with the issuer and follow publicly available information concerning it.

The MJDS is available for rights offerings primarily to encourage fair treatment of Canadian investors. Previously, a U.S. issuer might not have extended rights offerings to its securityholders in Canada due to the perceived costs and burdens of meeting Canadian regulatory requirements. The MJDS is intended to alter a U.S. issuer’s cost-benefit analysis in favour of extending a rights offering to Canadian investors.

Offerings of debt and preferred shares that are not eligible to be made under paragraph 3.1(a) of NI 71-101, rights offerings that are not eligible to be made under paragraph 3.1(b) of NI 71-101, securities exchange bids that are not eligible to be made under section 12.3 of NI 71-101, and business combinations that are not eligible to be made under section 13.1 may be made under paragraph 3.1(c) of NI 71-101, if subparagraphs 3.1(c)(i) and (ii) of NI 71-101 are satisfied.

(3) Public Interest Jurisdiction — All MJDS prospectus distributions remain subject to the fundamental principle that transactions must not be prejudicial to the public interest. The Canadian securities regulatory authorities will continue to exercise their public interest jurisdiction in specific cases if they determine that it is necessary to do so to preserve the integrity of the Canadian capital markets or to protect investors.

(4) Form and Content of MJDS Prospectus — A preliminary MJDS prospectus, MJDS prospectus or amendment or supplement to a preliminary MJDS prospectus or MJDS prospectus need not comply with the prospectus form and content requirements of securities legislation applicable to distributions of securities made other than under NI 71-101 except as specifically provided in NI 71-101 and the implementing law of a jurisdiction.

Each preliminary MJDS prospectus and MJDS prospectus is subject to requirements of securities legislation to provide full, true and plain disclosure of all material facts relating to the securities proposed to be distributed and not to contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

(5) Format of MJDS Prospectus — A preliminary MJDS prospectus and a MJDS prospectus may be either a separate Canadian prospectus or a wrap-around prospectus that includes the U.S. prospectus filed with the SEC.

An issuer is required to file a preliminary MJDS prospectus for use in Canada even if the issuer does not prepare a preliminary prospectus for use in the United States.

(6) Reconciliation of Financial Statements — Reconciliation of financial statements to Canadian GAAP is not required for distributions made under NI 71-101 other than those made under paragraph 3.1(c) of NI 71-101.

An issuer eligible under paragraph 3.1(c) of NI 71-101 to file a MJDS prospectus may apply to each applicable Canadian securities regulatory authority for an exemption permitting the issuer to reconcile financial statements in the MJDS prospectus to International Accounting Standards in lieu of Canadian GAAP.

U.S. federal securities law requires that annual financial statements be accompanied by an auditor’s report prepared in accordance with U.S. generally accepted auditing standards. Therefore, a MJDS prospectus which by definition, includes

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

37


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

a U.S. prospectus, would include audited financial statements with a report prepared in accordance with U.S. generally accepted auditing standards. Unlike section 4.6 of NI 71-101 which imposes a requirement to reconcile financial statements to Canadian GAAP, no additional auditing standard requirement is imposed by NI 71-101.

(7) Underwriters’ Certificate in Rights Offerings — A preliminary MJDS prospectus and a MJDS prospectus used for a distribution of rights under NI 71-101 need not contain an underwriters’ certificate if (i) there is no soliciting activity in the local jurisdiction other than the dissemination by the issuer of the rights and the preliminary MJDS prospectus and MJDS prospectus and the solicitation of the exercise of those rights by existing securityholders, and (ii) securities acquired under a standby underwriting commitment by a dealer to purchase securities unsubscribed for by other securityholders are not resold in the local jurisdiction.

(8) Distributions made in Quebec — For distributions made in Quebec, both English and French language versions of the preliminary MJDS Prospectus, MJDS Prospectus and each amendment and supplement thereto are required to be filed. Legislation in Quebec requires that French language versions of the documents or portions of documents incorporated by reference into any of those documents be filed in Quebec not later than the time the incorporating document is filed. Thus, French language versions of continuous disclosure documents need not be filed until incorporated by reference. In addition, information contained in a Form 10-K, Form 10-Q or Form 8-K prescribed under the 1934 Act that is not required to be disclosed under Quebec requirements applicable to distributions not made under the MJDS need not be included in the French language versions of those documents.

Despite the foregoing, section 6.15 of NI 71-101 provides that French language versions of the disclosure documents are not required to be filed for rights offerings made under paragraph 3.1(b) of NI 71-101, unless (i) the issuer is a reporting issuer in Quebec other than solely as a result of rights offerings made under paragraph 3.1(b) of NI 71-101, or (ii) 20 percent or more of the class of securities in respect of which the rights are issued is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

(9) Modification or Amendment — Part 7 of NI 71-101 outlines the amendment and supplement procedures for MJDS prospectus distributions.

An amendment to a registration statement that modifies the related U.S. prospectus, other than an amendment that has been made as a result of the occurrence of an adverse material change since the filing of the preliminary MJDS prospectus or an amendment to the preliminary MJDS prospectus, need not be filed as an amendment to the preliminary MJDS prospectus.

(10) Advertising — The provisions of securities legislation relating to the advertising of securities or the making of representations or undertakings in respect of distributions of securities, other than representations as to listing or quotation of securities, including the distribution of material to potential investors and the provision of information to the media before the issuance of a receipt for the MJDS prospectus, apply to distributions made under the MJDS.

(11) Review Procedures — Disclosure documents filed for a distribution under NI 71-101 will be subject to SEC review procedures if the offering is being made both in Canada and the United States. Whether the offering is made both in Canada and the United States or solely in Canada, the Canadian securities regulatory authorities will monitor materials filed under NI 71-101 to check compliance with the specific disclosure and filing requirements of NI 71-101. In addition, the substance of the disclosure documents will be reviewed in the unusual case if, through monitoring of the materials or otherwise, the Canadian securities regulatory authorities have reason to believe that there may be a problem with a transaction or the related disclosure or other special circumstances exist.

An issuer making an offering in Canada and the U.S. using the MJDS must select a principal jurisdiction in Canada. As of the date of this Policy, the Canadian securities regulatory authorities of New Brunswick, Prince Edward Island, Newfoundland, Yukon Territory and the Northwest Territories have indicated that they will not agree to act as principal jurisdiction under section 5.1 of NI 71-101.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

38


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(12) Receipt Procedures — The receipt for a preliminary MJDS Prospectus filed under NI 71-101 will be issued by each regulator when the preliminary MJDS Prospectus and all other required documentation have been filed with it in the manner required by NI 71-101.

If a distribution under NI 71-101 is being made concurrently in the United States, the receipt for a MJDS prospectus filed under NI 71-101 will be issued by each regulator when the following conditions have been satisfied, unless the regulator has reason to believe that there may be a problem with the transaction or the related disclosure or other special circumstances exist,

(a) if the regulator is in the principal jurisdiction, the related registration statement has become effective under the SEC rules, as notified in writing by the issuer under section 6.11 of NI 71-101;

(b) in the case of the other jurisdictions, the regulator in the principal jurisdiction has notified each other applicable regulator that the regulator in the principal jurisdiction has issued a receipt for the MJDS Prospectus; and

(c) the MJDS prospectus, all documents incorporated or deemed to be incorporated therein by reference and all other documentation required to be filed under NI 71-101 have been filed with the regulator in the manner required by NI 71-101.

If the offering is being made solely in Canada, the receipt for a MJDS prospectus filed under NI 71-101 will be issued by each applicable regulator when the conditions set out in paragraphs (b) and (c) above have been satisfied, unless it has reason to believe that there may be a problem with the transaction or the related disclosure or other special circumstances exist.

Issuers filing a MJDS Prospectus under NI 71-101 may elect to use the receipt system in the national policy on mutual reliance for prospectuses. Reference should be made to that policy for the procedures, requirements and benefits of the system provided by that policy.

(13) Rule 415 Offerings and Rule 430A Offerings —

(a) The procedures permitted by Rule 415 and Rule 430A under the 1933 Act may be used for offerings of securities under NI 71-101. National Policy Statement No. 44 Rules for Shelf Prospectus Offerings and for Pricing Offerings after the Final Prospectus is Receipted and any successor instrument to that National Policy Statement does not apply to those offerings. A prospectus supplement filed in accordance with the procedures permitted by Rule 415 or Rule 430A will not be subject to the review procedures set out in subsection 3.2(11) or the receipt procedures set out in subsection 3.2(12) of this Policy.

(b) None of a revised U.S. prospectus, a prospectus supplement, a rule 415 prospectus supplement and a rule 430A pricing prospectus is an amendment to a MJDS prospectus.

(14) Certification for Rule 415 Offerings — Method 1 can be substituted for method 2 and vice versa until the filing of the MJDS prospectus. The method chosen for the provision of the issuer’s and underwriters’ certificates need not be the same.

Method 1 allows the use of prospectus supplements and in the case of MTN programs, pricing supplements (i.e., supplements setting the price and certain variable terms of the securities rather than establishing the program) that do not contain certificates, if a “forward-looking” certificate has been included in the prospectus or in the supplement establishing the program.

Method 2 requires the inclusion of certificates in each prospectus supplement and pricing supplement filed under the MJDS, provided that no certificate is required to be included in a prospectus supplement or pricing supplement filed in the principal jurisdiction if the securities covered by the prospectus supplement or pricing supplement are not offered in Canada.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

39


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

The text of the certificates for rule 415 offerings is set forth in the appendix to NI 71-101.

(15) Disclosure of Interest of Underwriter — An underwriter of the Canadian distribution named in the preliminary MJDS Prospectus or MJDS Prospectus remains subject to any obligation under Canadian securities legislation to disclose the names of persons or companies having an interest in its capital.

(16) Conflicts of Interest — The provisions of Canadian securities legislation that regulate conflicts of interest in connection with the distribution of securities of a registered dealer, a connected issuer of a registered dealer or a related issuer of a registered dealer, other than disclosure, apply to distributions under NI 71-101. In some jurisdictions, participation of an independent underwriter in these distributions may be required.

(17) Trust Indenture Requirements — Section 19.1 of NI 71-101 provides that any requirement of a jurisdiction applicable to trust indentures for any debt outstanding or guaranteed thereunder, including a requirement that a person or company appointed as a trustee under a trust indenture be resident or authorized to do business in the jurisdiction, does not apply to offerings made under NI 71-101, if the conditions of Section 19.1 are met.

(18) Fees — Canadian securities legislation regarding fees applies to a filing made under NI 71-101.

3.3 Registration Requirements for Rights Offerings — The dealer registration requirement applies to

(a) a dealer that solicits exercise of rights; and

(b) a dealer that resells securities acquired under a standby underwriting commitment by the dealer to purchase securities unsubscribed for by other securityholders

in a rights offering made under NI 71-101.

3.4 Bids for Securities of U.S. Issuers — (1) General — Subject to the provisions of Part 12 of NI 71-101, the MJDS permits eligible take-over bids and issuer bids for securities of a U.S. issuer to be made in accordance with U.S. federal securities law to Canadian residents if Canadian residents hold less than 40 percent of the securities. The MJDS enables offerors generally to comply with applicable U.S. disclosure requirements and requirements governing the conduct of the bid instead of complying with Canadian requirements.

The MJDS is extended to take-over bids and issuer bids primarily to encourage fair treatment of Canadian investors. Securityholders in a particular jurisdiction who are excluded from an offer may be relegated to choosing, without the disclosure and procedural safeguards available under either the Canadian or the U.S. regulatory scheme, either to sell into the secondary market at less than the full bid price and incur additional transactional costs or to remain minority securityholders subject to the possibility of being forced out of their equity position in a subsequent merger. The application of the MJDS to bids is intended to facilitate bids by reducing duplicative regulation and avoiding conflict between the two regulatory schemes. Because the substantive protections and disclosure obligations applicable to bids in the United States are, as a whole, comparable to those prescribed by Canadian securities legislation, Canadian resident holders of securities of U.S. issuers should remain adequately protected by the application of U.S. rather than Canadian rules in the circumstances contemplated by NI 71-101.

Particularly when relatively few securities are held by Canadian residents, there may be a disincentive to extend a bid to them if doing so would require compliance with additional Canadian regulatory requirements. The availability of the MJDS for bids for securities of U.S. issuers is intended to alter the offeror’s cost-benefit analysis in favour of extending those bids to Canadian residents.

There are no offeror eligibility requirements except in the case of securities exchange bids. For securities exchange bids made under the MJDS, compliance with U.S. disclosure requirements satisfies Canadian disclosure requirements with respect to the offeror and the offered securities only if the offeror meets certain reporting history, listing and other eligibility

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

40


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

requirements and, in the case of securities exchange take-over bids, a public float or investment grade rating requirement. In take-over bids, unlike issuer bids and rights offerings, the investor has not already made an investment decision with respect to the issuer of the securities that are being offered in the exchange.

Bids made under the MJDS must be extended to all holders of the class of securities subject to the bid in Canada and the United States. Further, bids must be made on the same terms and conditions to all securityholders.

The provisions of securities legislation governing the form and content of disclosure documents and the conduct of bids are varied in respect of bids made under the MJDS to the extent provided in NI 71-101 and the implementing law of a jurisdiction. Bids made under the MJDS remain subject to any requirements to file with the Canadian securities regulatory authorities and send a bid circular, a directors’ circular or an individual director’s or officer’s circular and any notice of change or notice of variation to holders of the securities subject to the bid.

The requirement to send bid materials to holders of the securities subject to the bid applies whether those materials are published, sent or given to securityholders resident in the United States of America by the use of stockholder lists and security position listings, or by long form or summary publication.

Each MJDS take-over bid circular, MJDS issuer bid circular, MJDS directors’ circular and MJDS director’s or officer’s circular remains subject to the requirement that it not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

(2) Alternative Exemptions — Provision is made in the Canadian securities legislation of some jurisdictions for exemption from take-over bid and issuer bid requirements if the bid is made in compliance with the laws of a recognized jurisdiction and there are relatively few holders in the jurisdiction holding a relatively small percentage of the class of securities subject to the bid. An offeror may make a bid under the MJDS in certain jurisdictions and under such an exemption in others.

(3) Certain Continuing Requirements —

(a) Early Warning — Provisions of Canadian securities legislation that require disclosure of acquisitions reaching a certain threshold or restrict acquisitions of securities once such a threshold has been reached continue to apply in respect of U.S. offeree issuers that are reporting issuers in a jurisdiction.

(b) Going Private Transactions — Bids made under the MJDS are subject to the requirements of Canadian securities legislation relating to going private transactions, other than the requirement to provide a valuation at the time of a take-over bid if it is anticipated by the offeror that a going private transaction will follow the bid.

(c) Pre-bid Integration — Canadian securities legislation regulating take-over bids includes provisions regarding integration of pre-bid transactions with the bid. These provisions apply to MJDS bids only if 20 percent or more of a class of securities that is the subject of a take-over bid made under the MJDS is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

(d) Valuation Requirements in Issuer and Insider Bids — The valuation requirements of Canadian securities legislation with respect to issuer bids and insider bids apply to issuer bids and insider bids made under the MJDS only if 20 percent or more of a class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

(e) Public Interest Jurisdiction — All bids remain subject to the fundamental principle that transactions must not be prejudicial to the public interest. The Canadian securities regulatory authorities will continue to exercise their public interest jurisdiction in specific cases if they determine that it is necessary to do so in order to preserve the integrity of the Canadian capital markets or to protect investors.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

41


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(4) Directors’ and Individual Director’s and Officer’s Circulars — If a take-over bid is made under the MJDS, the offeree issuer and its directors and officers may elect to comply either with the requirements of Canadian securities legislation or as provided in NI 71-101 with U.S. federal securities law in respect of their response to the bid. In the case of compliance by the directors or by individual directors or officers with Canadian requirements, the requirements set out in NI 71-101 regarding directors’ circulars or individual director’s or officer’s circulars, as the case may be, do not apply. Notwithstanding that a take-over bid was eligible to be made under the MJDS, the offeree issuer and its directors and officers may not use the MJDS in respect of the bid if the offeror did not make the bid under the MJDS.

(5) Bids Made in Quebec — A French language version of a MJDS bid circular, together with French language versions of all documents or parts thereof incorporated by reference into the MJDS bid circular that contain information required to be disclosed in a bid circular not prepared in accordance with NI 71-101, is required to be filed in Quebec.

However, a French language version of a MJDS bid circular is not required to be filed for a bid made under the MJDS, unless (i) the offeree issuer is a reporting issuer in Quebec, or (ii) 20 percent or more of a class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

(6) Notices of Variation and Notices of Change — The provisions of Canadian securities legislation that prescribe the circumstances in which a bid circular, directors’ circular, or individual officer’s or director’s circular is required to be changed or varied and the form and content of the applicable disclosure documents do not apply to bids made under the MJDS, unless, in respect of the directors’ circular or individual officer’s or director’s circular, the directors or individual officer or director have elected to comply with the requirements of Canadian securities legislation otherwise applicable. Instead, disclosure documents filed under the MJDS should be changed or varied in accordance with the requirements of section 12.15 of NI 71-101.

(7) Fees — Canadian securities legislation regarding fees applies to a bid made under NI 71-101.

3.5 Business Combinations — The MJDS permits securities of a U.S. issuer to be distributed by prospectus in Canada on the basis of documentation prepared in accordance with U.S. federal securities law, with certain additional Canadian disclosure, in connection with a business combination if less than 40 percent of the securities to be distributed by the successor issuer would be held by Canadian residents. As in the case of bids, the MJDS is available for business combinations primarily to encourage fair treatment of Canadian investors. A MJDS prospectus filed for a distribution of securities in connection with a business combination need not contain a reconciliation of the financial statements in the prospectus to Canadian GAAP.

Canadian securities legislation of most of the jurisdictions provides for an exemption from prospectus requirements for certain distributions of securities issued in connection with a statutory amalgamation, merger or arrangement. As a result, an issuer may elect not to use the MJDS, but to distribute securities issued in a business combination under a prospectus exemption. A consequence of using a prospectus exemption instead of the MJDS may be resale restrictions on the distributed securities. However, under rules or blanket rulings or orders issued in certain jurisdictions, the resale of securities acquired under such an exemption is not a distribution for which a prospectus is required if the issuer meets certain eligibility and reporting requirements and the resale is executed through the facilities of a stock exchange or certain other regulated markets outside of the jurisdiction.

A business combination made under the MJDS must comply with the relevant requirements of securities legislation relating to going private transactions and related party transactions. All business combinations remain subject to the fundamental principle that transactions must not be prejudicial to the public interest. The Canadian securities regulatory authorities will continue to exercise their public interest jurisdiction in specific cases if they determine that it is necessary to do so to preserve the integrity of the Canadian capital markets or to protect investors.

3.6 Continuous Disclosure, Proxies and Proxy Solicitation, Insider Reporting and Shareholder Communication — (1) General — An issuer that files a prospectus or a bid circular for a securities exchange take-over bid in certain jurisdictions becomes a reporting issuer in those jurisdictions, thereby becoming subject, among other things, to certain continuous

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

42


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

disclosure, proxy and proxy solicitation, and shareholder communication requirements, and its insiders becoming subject to certain insider reporting requirements.

Parts 14 through 18 of NI 71-101 substitute U.S. federal securities law requirements for the requirements of Canadian securities legislation otherwise applicable to U.S. issuers and other persons or companies that satisfy the relevant eligibility criteria, if any, specified in those parts and that elect to comply with the requirements specified in those parts.

Canadian securities legislation in certain jurisdictions requires that issuers

(a) prepare their financial statements in accordance with, or reconcile the financial statements to, Canadian GAAP;

(b) state in the notes to the financial statements which option has been applied in the choice of generally accepted accounting principles; and

(c) include an auditor’s report on the financial statements prepared in accordance with Canadian GAAS or include an explanation of the significant differences between U.S. generally accepted auditing standards and Canadian GAAS.

U.S. issuers filing financial statements in accordance with Part 15 of NI 71-101 are exempt from these requirements under rules, blanket rulings or orders issued in those jurisdictions.

(2) Communication with Beneficial Owners of Securities of a Reporting Issuer — If a U.S. issuer elects to comply with section 18.1 of NI 71-101, any Canadian clearing agency (i.e. The Canadian Depositary for Securities Limited) and any intermediary whose last address as shown on the books of the issuer is in the local jurisdiction is required to comply with the requirements of National Policy Statement No. 41 and any successor instrument to that National Policy Statement for such issuer, including, without limitation, responding to search cards and delivering proxy-related materials within the time periods specified in National Policy Statement No. 41 and under any successor instrument to that National Policy Statement.

Part 4 — Certain Offerings by Canadian Issuers Under The U.S. Multijurisdictional Disclosure System

4.1 U.S. Trust Indenture Exemption — Rule 4d-9 made under the Trust Indenture Act of 1939 grants certain exemptions from the U.S. trust indenture provisions for a trust indenture filed with the SEC in connection with an offering of securities by a Canadian issuer under the U.S. multijurisdictional disclosure system if the trust indenture is subject to the Canada Business Corporations Act, the Bank Act (Canada), the Business Corporations Act (Ontario) or the Company Act (British Columbia). The trust indenture provisions of the Canada Business Corporations Act, the Bank Act (Canada) and the Company Act (British Columbia) apply to issuers incorporated under the respective statute, whether the debt is distributed in Canada or elsewhere. The trust indenture provisions of the Business Corporations Act (Ontario) and the Company Act (British Columbia) apply in certain circumstances to issuers whether or not incorporated under the applicable statute. In order for the trust indenture provisions of the Business Corporations Act (Ontario) to apply to a trust indenture, a prospectus or securities exchange issuer or take-over bid circular must be filed in Ontario in respect of the debt to be issued or guaranteed under the trust indenture. The Company Act (British Columbia) trust indenture provisions apply if the debt is issued (i) by a company incorporated in British Columbia regardless of where the debt is distributed, or (ii) to residents in British Columbia whether the debt is issued by prospectus, private placement or other exemption, subject to certain limited exceptions set out in the Company Act (British Columbia). Therefore, in order for the exemption in Rule 4d-9 to be available, Canadian issuers, other than those incorporated under the Canada Business Corporations Act, the Bank Act (Canada) or the Company Act (British Columbia) must either file a prospectus or securities exchange issuer or take-over bid circular in Ontario in connection with the offering or offer the securities in British Columbia by prospectus, private placement or under another exemption from the prospectus filing requirement other than those specified in the Company Act (British Columbia).

4.2 Prospectus Filing in Canada — (1) General — An issuer distributing securities in the U.S. under the U.S. multijurisdictional disclosure system may be subject to a requirement to file a prospectus with a Canadian securities

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

43


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

regulatory authority in a jurisdiction because part of the securities offered may be offered or sold to purchasers in that jurisdiction or as a result of the likelihood that the securities sold in the U.S. will not come to rest outside that jurisdiction and thus the offering constitutes a distribution in that jurisdiction for which a prospectus is required to be filed.

(2) Distribution from British Columbia, Alberta or Quebec —

(a) An issuer located in British Columbia, Alberta or Quebec that is distributing securities in the U.S. under the U.S. multijurisdictional disclosure system is subject to a requirement to file a prospectus with the Canadian securities regulatory authority in British Columbia, Alberta or Quebec, respectively, because the U.S. distribution is being made from British Columbia, Alberta or Quebec, respectively, even if the securities qualified by the prospectus are offered and sold only in the United States of America.

(b) Under British Columbia Rule 71-801 and Alberta Rule 71-801, an issuer filing a prospectus with the British Columbia Securities Commission or Alberta Securities Commission, respectively, in circumstances described in paragraph (a) need not include in the prospectus an underwriter’s certificate.

(c) An issuer filing a prospectus with the Commission des valeurs mobilières du Québec in circumstances described in paragraph (a) may apply to the Commission des valeurs mobilières du Québec for an exemption from those requirements that solely would be applicable if the distribution were being made to purchasers in Quebec.

(d) An issuer that files a prospectus in British Columbia or Alberta in circumstances described in paragraph (a) should advise the SEC of the Canadian securities regulatory authority that is the review jurisdiction. The prospectus will be subject to the review procedures applicable to short form prospectuses. The British Columbia Securities Commission or the Alberta Securities Commission will send the issuer the receipt for the prospectus after the comments, if any, on the prospectus have been resolved. If the issuer has filed a registration statement on Form F-9 or F-10 prescribed under the 1933 Act with the SEC in connection with the distribution, the issuer should advise the SEC of the issuance of the receipt for the prospectus in order that the registration statement may become effective before the end of the seven calendar day period in Rule 467(b) under the 1933 Act.

(e) An issuer that files a prospectus in Quebec in circumstances described in paragraph (a) should advise the SEC that the Commission des valeurs mobilières du Québec is the review jurisdiction. The Commission des valeurs mobilières du Québec will complete its review of the prospectus within three business days of filing of the prospectus and will send the issuer the receipt for the prospectus after the comments, if any, on the prospectus have been resolved. If the issuer has filed a registration statement on Form F-9 or F-10 in connection with the distribution, the issuer should advise the SEC of the issuance of the receipt for the prospectus in order that the registration statement may become effective before the end of the seven calendar day period in Rule 467(b) under the 1933 Act.

4.3 Filings in Saskatchewan, Manitoba, Ontario and Nova Scotia For U.S. Only Distributions — (1) Filing Procedures — If an issuer other than an issuer located in British Columbia, Alberta or Quebec, that files a Form F-9 or F-10 in connection with a distribution solely in the United States of America under the multijurisdictional disclosure system adopted by the SEC seeks to have the registration statement become effective before the end of the seven calendar day period in Rule 467(b) under the 1933 Act, the issuer may select Saskatchewan, Manitoba, Ontario or Nova Scotia as review jurisdiction, file the registration statement filed with the SEC with the Canadian securities regulatory authority in the review jurisdiction contemporaneously with the filing of the registration statement with the SEC, obtain a notification of clearance from the regulator and advise the SEC of the issuance of the notification of clearance.

(2) Confirmation of Review Jurisdiction — If the Canadian securities regulatory authority selected under subsection (1) elects not to act as review jurisdiction, the issuer may select another Canadian securities regulatory authority as review jurisdiction and advise the SEC of the Canadian securities regulatory authority selected as review jurisdiction.

(3) Review Procedures —

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

44


71-101 — The Multijurisdictional Disclosure System, SECPOLY 37983492014

 

 

(a) The Canadian securities regulatory authority in the review jurisdiction will monitor registration statements filed under subsection (1). The substance of a registration statement will be reviewed in the unusual case if, through monitoring of the materials or otherwise, the Canadian securities regulatory authority has reason to believe that there may be a problem with the transaction or the related disclosure or other special circumstances exist.

(b) If the review jurisdiction selects a registration statement for review, it will send its comments to the issuer within three business days of the filing of the registration statement.

(4) Notification of Clearance Procedures — A notification of clearance for the registration statement will be issued by the regulator in the review jurisdiction once any comments have been resolved, unless the Canadian securities regulatory authority in the review jurisdiction has reason to believe that there may be a problem with the transaction or the related disclosure or other special circumstances exist.

(5) Filing of Amendments to Registration Statement — An issuer that files a registration statement under subsection (1) shall also file with the regulator in the review jurisdiction all amendments to the registration statement contemporaneously with the filing of such documents with the SEC.

 

 

End of Document                 Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

 

 

LOGO

 

 

Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved.

  

 

45

GRAPHIC 50 g856091dsp001.jpg GRAPHIC begin 644 g856091dsp001.jpg M_]C_X0 817AI9@ 24DJ @ /_L !%$=6-K>0 ! 0 !D M #_X0/*:'1T<#HO+VYS+F%D;V)E+F-O;2]X87 O,2XP+P \/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B \ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835 @0V]R92 U+C8M8S$T-2 W.2XQ-C,T.3DL(#(P,3@O,#@O,3,M M,38Z-# Z,C(@(" @(" @("(^(#QR9&8Z4D1&('AM;&YS.G)D9CTB:'1T<#HO M+W=W=RYW,RYO&UL;G,Z9&,](FAT=' Z+R]P=7)L+F]R M9R]D8R]E;&5M96YT&UL;G,Z&%P+S$N,"]S5'EP92]297-O=7)C95)E9B,B('AM<#I#"UD969A=6QT(B\^(#PO'!A8VME="!E;F0](G(B/S[_[@ .061O8F4 9, ! M_]L A ! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! @(" @(" @(" @(# P,# P,# P,# 0$! 0$! 0(! 0(" @$" @,# P,# M P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P/_ MP 1" -( HD# 1$ A$! Q$!_\0 L0 ! $$ P$! 0 D$!P@* M 0,&!0(+ 0$! 0$! 0(#!! 8# $# P(% @0#!P + M @,$!08' $($1(3"2$Q%'$505&1(A87"F$R(QBAL23P@<'10B49X3,T\5)B M)D-C1"<1 0$ 0,# @0%! $"! 8# !$2$Q D%1$F%Q@9$B _"AP=$RL>%" M$P3QDK(C4Q129Q5&> MEV,!@,!@,!@,!@,!@,!@,!@<:WK>M;U]M_; YP& P& P& P& P& P& P& P& M P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& M P& P& P& P&!QO[;_3!-W1GF<51GI=C 8# 8# 8# 8# 8# 8# 8# 8# 8# M8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# M8# 8# 8# 8# 8# 8# 8# 8# 8# 8# XW]M_I@F[HSS.*HSTNQ@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@<;^V_TP3=T9YG M%49Z78P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& MP& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& MP& P.-_;?Z8)NZ,\SBJ,]+L8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8 M# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8 M# 8# 8# 8# 8# 8# 8# 8'&_MO\ 3!-W1GF<51GI=C 8%/[1_P"7H[\GPETF M&4)'[0=Z&>(TL8%7O[WZP[++ ('HUKQOU>=_76L"HP& P& P& P&OK],#S\6 MD[5,6-+(&4[WD"H]R1[ULU(<8F7LSHM97=O4B0J5B4*UL=FX].> )H_;.*$# M?]VMZT'H,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!_P#H_P#'[?UP& __ '8# M 8#_ ./V_P". P'_ _C@,!@/_CKSK]-_;?Z;P& _P"/Z?\ C]-?UW@,!@,! M@/\ ]/\ X??^F P'_P O/_NU]]_IK 8# 8# ?_/Q_P"_^7ZX# ?\/Y_;_C_' M_P L!@,!XP& _AY_AKQYW^OVP& P& P'C^/\,!@,!@,!@,!@,!@<;^V_TP3= MT9YG%49Z78P& P& P&!A%W=VY"^&*M9;*DZ&,2I6YR]C;=P!=:D(KF_KR&-U ME3V@ UL0MZ"#0A#\:U]M:WO?\ M# U,ND_F O:1W<8]4!8+8ST/7]H'6-'M2./D0= ^5?!6QTH20N=I2 IZD#G- M.>))?<[:%ZXA.W,<]C3BR+&E:V &:W*#&DF;LDY<;;)=8F^^//LP'3?.CO)[ M#6.J2UJ/=7F!] FO$"_P$*66QM,-T5.X8TS/TX8F UQCXR5BIA3/;JY1U0,; M:Y^PXD'IP%8[?(E\AS/QT15-:NS>=?SZ4YU]M74B:A6]S5J).X29> MC=XDJ86*Q!\TA(4+J_=28\U1QA87(:)J;]R%^7M MR$Y'M0&Q+?5T0KG6G+&N^Q52E'"ZSC2V2OYZ-(K6GZ(3>V4G("!$F5"3A5+% M!18U)H0I$@![/4F%)RS30!JP+OE+[K4V#J1M$W:PNY$6-HP,)/KMI4(-6=-W MY/<\*+440VV:K32'I%+6+(KCJ(]!-@0!P8ER>7[S: M#YDZ"A/4U%5S>]>G''1F?L9:XH)Q)V@I79&<:V2%M2K]DE-\@1-;\B4IB71N M&I:7,LK2E"H4)32CAFD''R8?([=".U)_S'RK-%T-<&U(Q4Y(I(5&V]GER:[Y M@Z-$F;O]*IV^O6D[3+HC#$)J@YG?&$#7+(ZILJOB_\ MD;D/6K**>W'4;2M+-(2W9[=))J%R- 8AW M*'U+&2IHM&L4Q] H:46E@R,G_D2ZP_[4Z'&Y1MS[%U[2 &N#I;#5*) MTM3F+A*TT/=9)"&28JV1D2J%Q4?$]M[I(MI]H&G2IR-3I30@GF.N<&H*,WQ$'5P0@5HW^< M2M:[)&AK:C30."@J2Y[LSEFV3I?QAM?N$@:6N.KI8M4&E,+U%9$?C M-/1"=S&X[,*6&M[0^O1+*L)?*YZ\.L>=:.B+T7%T,G>2;YH81VK=4VM M83(ZO3[+93)TZ\M>XKDC MXNGF7D/F^=7"ZI'M:Y$%$1:%)&5M+5"4S^4!.;H@2XNCH4&'Q5L$[;#ZW.1* MFU@)'H!:Q80$T(MT:M4=^63N*'V)([&E5GBD<>/:HJU26/"CL>8BWDWD-2-T MZ99XI3\RD":.Q&?=DO+VZN".*+F9Q1M1;FJ-9R]DN<7Q_EC3W]?1N M*UE8+!;==P:T(F6]E1BPHJQ3&/ER.//D4?0,\B;D[HWZ=HW)&]K?F1=^,I#[ MB=6F).+W]!!UA6K3WE\IM]O%VV'#Z L&30BM:ZFC8O;F1Z2IZ@>'=PY#6@N/ MHD\,Z4HTDS;87)(.VGL\MB4G:TRT;.M9'MD/6-KHI )>/BN[7EG5U?6%#[5 M/DS_ '/3,A0ZF$[/K9-7\)G$;L=,?,Z^=XFUL:AZ9XB F.+ $%QITE01'-Z,5&T_8T^;JV@,NL!8S2J6)(A'7J2&QJO8\OFLXD)+$D.6*V MN(1)E"<[29^."3L!*-* 9QIN] #KU;\8&EC+ODK[7G]M,5D,UT3*%ELRUX8( M1&DQ,?D+G'_^]HA[.IB-,43:F6"55T K:$E/N"&".\O;V@Z*/;V81*2O6RK! M'KG/3"\IX\KQTTK:R^/WIQ7UARU7%L/D>E$:DAJ-5&9$;*4IA:68O,0TE:W: MQ(+(]12#LMAUW,#A!7-\A9FM*R+]'"_$#HH&L(BA^7/OJY*ZL\OGREW6PJP2 M)X"6T2^7FLFFZ*6>IZ*&W5="DT;>5<2!+4K3%'R3IBV^?0I^.!&ITI0MCXW; M3+25)8><^)3O6^9':R"@;T5V);$?<:OVPLLZ;$9+Y!*4<^9S7"JYF?*7[<;( MEYT3F$@C;BC=+"F;R6.33UJ7(F5K"WI1K3 F7[8Z5%S5S3:EL1F.OM@26.P\ MY>SLL,(7.JAJ"\$J$;;/92>P1^:NL8K2.'_^L=G\+,ZIVQ$2-0-,> L0-AJ- M,_?7:\,M20V49>T\?'8+017LA9G]\CS=()4;Q6N9)S8T7G);9!Y52\"2KF^] M&YJDDSA+"N=)\)F1IV%"G4OX-IPW2*PN)@L6M(U8CFW/%8J'>+1F22."V@G3 MP^>5R;*49*I"Q6#''!7M5%7KU&^C1"K8!B%KQKSOZ8&KI\EWJH MY6O3D!B\@:HVW5W,%:ZN$TN<>9T*SK"96 )^CT03697"B81.N5:=F4)G601. MP86I.T4)N=6Q8EPSCEY9S].-L=>^?T2E_$SV;:%\QBQXA>8[$E+VP/K5-&"^ MI!I53[Y .XI]=+%933W1V1SUJ;W*M7!Y6ER),I-83=J;REXV\;O$ES)>E;7 M7!G5!_3O,=:6?-X\\5W,G*.J?WELF(C$'^6)8QHA NM:#K'ACA;C+*JEF]A6 MML@_96E*N*-V8!,25L&MQ40WR\=IWV591/.5#GV+7,:D-=E5R?//RBV"!7;) M>KS6ZHX&9')(ACB^2I(I!9!)D7XD]BKT$Z,S$TA [M9J!Q(5Z%VTF:]'\/W? M-U6;-'.GKS,L"PV5XJY@FT7M8MM3ZJRITU?%*JM>X6Y+SF1-)66+/$DA:U$U M2B8/*I[GLH:GM8E0HFP*09XF<:Z7MU2E?(9TC(.<>:II)*_BDTFEA2!?'ZSC MG^!*VYK.KYZLE08Q-5AS"9.\0/D AM4K67EM0L00N)1Z+2N7RYPEE]MSW(JDEAJY()V M2-2]O>5+0YA]JL67&ZW&G33^F>K85^,#JB7] \\M2"X&V;-=G5_*Y+4JV M:6$KCBH%XNL&4K4SK+8;*(TPQ"(3YT:P(QI),..-VV-M?DJQ*C4K$Q 59L:G M\9;,-%+J)O"V./LL@O27WJVMC,ZUA*6"$D M+VY95:0+I'7YKM%J*]T]7-VMF=X],(VSA3OC5MQ+1+TP"W3C>79@O\6/:/2U M8WS5_+MK.EL7=!DQ\QYY<&QE4'6 55DUC3JCGCQ9,GDKE&E-A6 !I)G:,V82 MIR>&B)1)C?6!K0IG!QVIV0&RCT/>[?1U&V-;[1'WBT'"&P1QF;)"($B72J12 ME.GVG3IUJ!GC"5XD"Z-HE*TH]R5MZ-<:D;@''%D'C $H9+9QGERTXQIFJ.\N M\C+)66%OH*6-ZU+#B*-VY'O$5_R0]8SHQ]DN4:5N2"#FC,.:U;BF1'*T!A)II!!@Q$@JM;7Y7^N M.B+/Z GG,< <;0J.NWTN-42V,;ZY.,-BUJOFC'FZ2;,2.3!#AV'#4[XW5DOW M$)='GMW8I,SL[RT.") XA(T9+<;E9R_$5WM:]U%VLU= K)G)HJZ)XM=S+SY..DIM5G/;[&J)1S)[LR<2R.U2KFE821C9%5$+I@TL+=[5ZUL&]0V$HL>V*S?XC,I9N)P/;P'<[J)9 MV*_NW/S3 *]42J+QV*QYV;5U4+V<;?/V]6*KY=MR7Z.[N0[K"SA,#L@()G,D3$GW-$H$C3!%?\ 71\F+C4S MF-82YEV6X:?U[&R[5C]]3I(2E&0,>K,7&[5F+C,OLB\^8CY"[AK1QB"&@54W MC=6QZ"OMF&7I#W9GHELXXSIFXGOBW'REOP6A^(WK/H*M[T9^7[7>;-NBMHK!Y+0:EV M0JE3C#N?WCEB0*X9))_(!2!B;GTV"2->$X,BG\G?='N4C5IV9C:MI&A:H"$^ M/8G42#G_ )UL^S84S.%KRU@@.Y,RQ2OE(WMT2,SX6-&V69( 1E!*)$RU1'S# M=+G9_1M+M^ WDF*"TJK9?M"#3_CW=O;D+M)YL75[V$^NR)I25@]-SX_L)4PG M)W&:AFMF>0>PG8B 2*IV-A/:K^1MCE/(8P*7ZQT36W)VA F6OF_9#=AJRYV6 MQ*LC%E2!F>:A6NT4C4EE=>VM^VQ2=UBHDJ(I4E8+"93G$_\ QIX"(STZ*4&! M$/Z?3SY#H-;7Y;.RNKG7HQ1SW59/2W/L:C[>1$X0_5=*8^POO0TNFT5DT_CD MX;0G$&MC?6464U>>X-4B)D2'>MQ:1,3^@*(>&\S820_%9\CDE[$;'Z(7O^R0 MR]%K2.V:_K%LK^P6!27SSZV.*MD@>Y^^IS*ZL>9ZE0S#7H484:0M@G).FT7O M8!#PDF)C?'7NF,PI@,!@,!@<;^V_TP3=T9YG%49Z78P&!QO>M;UK>]:V+Z!U MO>M;%O6O.]:U_'>M:\_I@\[*H)G#2Y!J&R:LO1S;#JOL6^Z(K",Z& MNAFP1E(YPLE:ACI 2#$05,U9G'%M[I9HY1EUVISO!8]*%W3C@Y&%"-*J7*RR1-BM. X:2M,. M^G/A:Z[Z^NB<7@3T%#N>&V4P6)PY'"')C4RF:2M2TIJYG$I@.=RDYC2DT%6;X-"*\>5X\IRXZ7XK,&1Y?'>Q>CXN=&US=EE=5PT1 M]Q7IG=O>$Z9H1&D .-"/>HB1,[F6:)9/ I;'X+T+"#:RLEJEM4M<6Z*;IFF5 MU0"+IH[*^=;U9;.GJV/%0VP'PM4[K34.I4I1:4E"2+2E"8LC AU?_@$[@D#M M(YZ7U31[ YO-KG6BBI5O:;(,KIN0IXJ[U>PUN78A)"&3IHJUT,^J('L)+-I, M)A'O_P!,(?I](31-7-LW',;!G+E#KM>7"<25 LE,,D]VL+%7T;IE8/\21/J3;X2I=&Z.G*U9A@E"PH8@%%A@/T+\3O4O0YG-C/7%ZO] M*L7,B26::K=OUS36OT/8R]3*GAZJ9LD39!W51$ED6H2-2AU98^O>7IP>CR7) M08H)"8,9IYF\>/*8N<7M;+\YK'L>3_C(N'F:FH7S_;RN8W+%H%&XPMN1^\ 8B1DG&NFN_ MXV_&5U+(XUZ$D\.L>/1Y%8JBX;1H!^IF6.L[NM!*>57BSBY''I!6O6:X3LM= M[6:+1J92V&&LQ3-%$"DP[T$'B"2F2JP!A'RY\*_8?(=SU%JBDGCQ2I%:)\(FE9G3_3O )/,ZGG5Q/K\UE2#]M+-.<%(?RBQ;)T M=,=&="KBFQ]UD1!DSWV@W@:H3&4L=N9OZ%;UG127HF.NY[Q*NCW:$N-G@K%8 M.S?62C-0F.JE !)A(F9.C/V9@8(=0?"1V-U!>]]W[%N@*LYM;K2>8TO@U4H M4,HDKA'$D/E<8LYJ=9'*HYMI;(Q,WF[8SJ:N.X\6J3A>U9OA0I!L8C267.C. M^!<;72R,D(1K8S93-8E;4S25212/16]T\)Y1@B:N5RXZYI16BJ%.C98KU*.F MFLTU*Y+)%$Q.*81I(!'$@+,5#*L!U'\4]N]+TN\\TU6\R^G:Z>N@W:Y12OI2 M8M=F.=1P680#_%IQSSSXB@$KEF$WE1J/O/@U#Z4B@2=0<7A<=<[HU M:N^ +K:GYA2]L*>M*RO)XJNS";6DE,S**SN,PFQ7%VE->RVS&!;/%$@FC@I_ MU'7U@RF'J'1C6)_S6U(<-/X+'H02:"X;=GON9K!Y:;TD51D?@7.[+S^1_F2!?<-X6V45$)+6TYL6_)'$I1!H LF]DUZ^_L MZ\;?IR,VVE@#M7H>_04%_P"GOC>MZOJJJ:J;+&Z63-:2AUQ1.M+$A-F;B=)& M3FV9MN7M'5D_A;@K;[83]%5P6'\1*>D/?0:+,-&F6$&J1#3AS>OQH6-=U77G M3E=MQ7/>NC7*FG:TI!*; %:%3P:0U6ZK/\IL+G6O8\)@FA=CW:R*/P9(O=W! M@+6HA;$<6:H$?HZRX9Y<./.>/.9G[+-T+\(-JV0*,-G'\]84K YFF:7[".FV_]NQ/+ZF%ZVQ,>T@5Y.;ULM^M-?":YJ=X M9<\Q!M*4.UH,C](?\(.FKCM*NT0UB_(7JSP)BA*3 8$CZ/A%_7RA M?.9+6D!>+8=FVAF>1S!\LEY75D@A5",K4UZJ.BX:BB1,FK&L;D"F6!DS.K,5 MMX_W,\:H#P !:<88X7M\-[ET?"*^J&/SA;R?2M?WE9E_HX\T/)UOS-NEM@+V MEX)@E7'IAP.,5-2D5DR#]Y;&@O;I[3H4F- 0E_%*PG&>,QK??6_-UT'\,"KF MR)V?5CM.RNKJ9M:W*NO.01B6.+A3$O<9S6#\X2 B*6&[MQ=B1^VZ:("K\L_6%97!X;>V*<0>Q8Q5E*M]JUU)K7?ZYLF.S>9Q!DCD? MMV//S*NJ6R(8DBJQSMFI($!] %FCX'%I9SOVQ",A*S;)T$(1Q5E_MT#Z7E]0 MVQ#NSY-++*IBSF2WV9BL&JTPZAD4J;7N*O;VC619EG93RP)9H*&-I"Y44M6' MZ A2#V W:0@ 0D@CWQ^1AK/=51U%4R[();,KAF=OM-D35_M.3W6]W>YKG*3* M)%/W6"MG_P!NA&U "8PG=&UU"D0@"D)"V:) <(,/[T^#(/2SM3 Y)T+,:3@O M.M%-?/=00R"*5]FS?4,1)7]N7.UC7).E32OE+T\,4D5-0TQ+2240V&G)]J%( M5)^QA=FE?BL74I6=,TO(R*_Z09J '>9%+SV MZ(^"-5RG.Y/-ZTZ/E5KLD_Y\FW,TYA$\(,KB6HZYF# SQ]&Z5#EU:RR M!MK"G3,FOV5402BV-, U,#8#"PS(4_'/ "8]'VQIYZJ9C;H<\4O*JL9X)83Y M7\TJ"8T<_(G5B?6&SVZ#K-%AGH&I-_E>VQK;U#D7M00L$[!/]P 1UW#_ +=! M5T#,KOMN>]CO40L2^[#>[2DD5KVJB#:@8I*O6/BN/HP,3W.2WN6D0X$B6EIE MRE0C4&B6JS0E)]JS08.5MFO282+&\&/C]+)!8LFKBC7"X)@Z4Z]6#83](I3+ M(N_-=(1MHC+-4590E9%D;G451V.A0*MOS7MP=D"8;HL]Q&\Z.WX)/+QDY8O+ M&MVRQEO+X95?142KFKFF>@Y(INL;CLZ^F*(UZ[.=ORA)8-H/#;)5#1 GIU35 MO'*>J^#25%MQN(.$62P^YFL+=:D4N:IB58DSR0B-)1?BO1>U&T: MG?I]-5?>2_'W)!'N:B"P*J(C9KK2]]T.9=37-96@B3G6][JRE?[=:-0$QXU\ MMQ?502"DT;2+I 0B2EDB&0>A*4;1)PPLYY^ B6\B6Q1M\U1UJ?;,QHE0^;;Z M]N: *FB"2-MEC=*44I;V)_8)=)':L7-:Y35Q>DSB6W/>R'\W2TQ.>9LSUAE. M5\6<#U5#E5H^:Z67P1[K"25?*&)_M63.-R2QU?E9CX&_'&_@5KL9=Z() N5^ MT\#9SWDL!_Y);L5[>D @Q[Z)^!UYZ\MN8WC:W5\N+RW22(<^E-82*]M6<[.*3R=:T2 M\LMV $)HSQ%%!;]AX?I'XB =-5I.Z.9O\$Y2JVT[\CW0MHHH$Y/%O-[I,XS! M=0+;?5%=NS%6$(J)CF*,(5CZ<6!:-S4[-]U)ZCSC1A;FH_@X#SV7T$SMUT2C MHZN>I(-'(5&W198 MEP0E^V,,W''AA"DEL1GT>IFH&J7UY<#77KV)O):FQT6KSO<0$F TL-"*X7^V^>#70%D*>WWM1:Q=JI[P"T; MIP :0U.TCRG=$S7J!"LLQU+C!;.D*CNMA<-'ZCI84F@^R'1..F.@DS2<++S) M9)+"7T;S\[S&97#([HM\=G361VV7=3A*H.IKU76*5_>JW;UL(IZ+M9B=Q86I MQ0OZ!N<$"6+6UNDMES-UELN9NP^M+X+DE_%\]LSY=$EYUK3E>"/%=TE MZM>7"TK";6EZD+@^J721WK/D["O-.0$+ M[0W(V0!+*U^ZE+5'EG"\+KDHXLEQKL_5+,'9M=7%[?\ G4#?H890F?&5&O]-BZL)HGG@%7HZYJFL( M[7+=.[!C$VB(:8D9TNB-JH.DVF!*9:LL]ZD"@!KRJ+CR-P5[0IS#'-0/W B# M$Z]_]O1#NH[ N^[+EZJLMFM:^9".3O[95<0AK15D;R M@F4K,ES5R^8U'5HPL=+OI86*FHW*MMQQ4E;V61JTBD#BL'HLXP_6RPL3T'\. M#+TU7JVESG:)K]HGAW2]'WO*Z:G-AUK<;NMK.4 MGR^CYTLGT:5K;(@+)(T-@0R3.[F<&11MY80D.H? AJ_ C2C@RE)X*=6*902Q M8W6W/Z.TX!.;1L&O[&8'V;P!#7YUMQ1ZBKS74EA#!&%:FZZMC"-YUM SJ'F/ M-RL:-*+\1O$0 6!'37?^W"9J=DU46G ^P9D]VK3UF,%PLB&>U@PKJA?IJQ/L M9?U1"Z&-4C2/K&U2H410HUYQ#JH5?C)D^_)FTA 0A(8P<-K("[J+ CU%5"J? MS)M65%(4_:_-<"+*6S*,D.'6[BJ> M9"@M"V;4D40%L]BCJ J/0%H&UH$C@0O4_N 1B39.7\)HXIE4PG:J=7 MW/(:R1JTW6/K7=#6II+*[.;ZQ-3(R.8OW*4J8,%Z-8VZ5/VU$K<8\C0IW%2> M), 6@D[P& P& P&!QO[;_3!-W1GF<51GI=C 8'EE+6YG3%I==GFFL25A=R#$ M)AC7M*F?C%K7^WNB=.8SF/&EXVL:Y.(TI>4G"2/8!D&B&$PL/4X# 8'RWI\9 MHVU+GR0NS:QLK83^0XNSNM3MSC5:Q684G( (P6@ZV(6O4+>M:\[WK M6!%E)>AXMIZ^4]8""M^BXK9T%@#@GH"\JV5;BU6OM(2.XE9)YW^I MEDOH340&%N+;7W7Y=DL&@A!K0 A"$(-: ( Z"$ M(0Z](0A#KQH(0AUXUK7TPCG 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# M8# 8# 8# 8# 8'GG^71.*:0BE,HCL:"YJ-I&W<@>VQFTX*M;+UM,AVY*DVE9 M^MFAUZ"_4+^[7T^NL"H?Y''HHV*'N4OS+&F9)Z-*W=_=4#,UIO_\ E]0]>?X8%$;-8:3'TDL.ET8*BJ\"DAB1Z&K" MVJ0*MZWHO8#=Z'X^GG HT%C5ZZM;R^-<\A;FRQT.QR!X;Y2Q+&MB!HL1VQ/+ M@G7F)&L.B@;%Y/&7KTZWO[8%/#K0K.Q#G)/7]BP2=*&;2?;N1#9?'I.76=H\>-\N_P M7]6\WHYW^_CBNX8JNZM2)4&3E+C6PV.C8#9*%T ]EN1(TPDNRM'!4!V7L/K^ MF!<^87'4U>RROH'.[)@\/FULNBYDK")R63L[-(K >&P@I2XML/9UZLA?(%B$ M@\L1I:8!@@>Z#6_J,.MACI;WR-\&T#.WZK[IZWH:L[&BQ3:=)(/+;"8FN4,1 M3PVI7AJ,=68U3M:B"X-:TE05LP ?64: 6OH+6!XF8_+#\;=?"CH)GVA0T>'+ M8;&[#C0%\R3Z&]0B7HAN49DZ$!1)HCFEZ0%[-(-\>! UYWX^F!FO YK"9] H MI8D!D#9(J]F49:YE$I0W*1FM#U%G]"6\M3XC5J?0,3>O;U03P#'Z?^F+6]^- M8%KZ3ZLYSZ-KN26W2=P0NP:SA[P_L$JF[4XB2Q^/.D61)W.0%/"UW*;@H$S8 MUJRE8U)F@IA)# G ,$5O0L#'>D?E9^/KHRT62FJ=Z6BPPIJ-8YM&V MRP!QOW=OA5=RF51EDBL]/;@$#&,MI6JQB+ (8-" $0M$EG*9FSXU)FBC$ZAX!L M@S0@F[ ( M:&9^657TZY*9S9M$HG2]X6(ICVI"RH9 M$R 6KX!74E:-F.C.Y$'$Z H'ZO<]/_/H0=%?,O3Y)&BBM@3N?+'K_3> M+W#+DT'I2W)YJJ*MF2=*LCDYN047ASC_ *7,[@B5:.V%XTF4DE!$(PH&O'D/ MI7Y\J7)//[S%X\O=:AG-XBC="N@@Z:K@EZB"M;BDCL#=0 M;$-,K.,]1Y98AA!L.P[$&29O5-)'("UL M*B1*5C4T'!1KS7+2%*8#\,T)*@"D.R3 @,"+6@Q[CWR>\KRZO.2+-BSQ+GZ- M]GW(CH2JP((X2-V8+//2OZA?'K.:S74D^%',(XVI*6Z%M0869Z-@ 868 8I+ M+,Q)J(E3>3$VI,]9/=7IHE\F/.DI[)NOB$\J9Q2TZ*@[U M/Y1(Y4@CZ" /;)'&J'OT@U%7-+)%SZN4,S'-DJL_2EN1@T22HV$0O:WYDN9F M;##UA^>*A9M0T?O2NN?NB9R7,NKHIR!"*[:TM8I)S*[)G4#+GL/7H N-B)XV ME87Y&>6D+VI7DJ2U0]:,* #6Q:#V#]\T-:PBFNS["L[FZ_*MLGAK_1X^W:%F M9]8BFBIMO1Q:FZO72/26+3J3054E7;?0+8PZPMF+A=!%\B- MR,U07;>ER?'W>U&5M3?/LQO@M]F5H4 ^_P";BB2)&Z!@K&A@=@2ER;GE[:#S ME*96N((1: E&$8PCV (ET1;BDOEV5V%_.S+VY&7:1\XV;+Y=4< MSB\UTU09#8FDRI!7TN?'Z/@71E>4:6-:G*, (\G1A0-",V4$RN P.=??7ZX$ M#]GWM$ZFNW5RI5#7N(TS>-^2+K!R5W:$M#7[BPLDFC-;4Q6/&PGW2R9]$WTV M/4?=&)^;FI.J<3UJ@[:P\3EI,;+<3-2V29NR67GWIRC^HH2VSRE)\S2YL7H3 M%JQJ+4 22J.C3/K[%7!#*(NI$!X8UC;*XNZ-AOO%:)$M;E!91AGM"WE)9=9L MOUA3 8# 8# XW]M_I@F[HSS.*HSTNQ@>>D,J8HL4E,>EP4YB\_\ &;D10#%3 MDYJ-:]0B6YO3A,5K!E _N'Z ["6#^X6]:^N8^Y]SC]OCY\LXG:96<;RVV?,W M.VO8]A"V2,0->G>C@,2K8! $'6]&:#YT=Z->?XAUOS]M9B??X\3QQKG M+TC>ZM[J5[R!46?K6M>X7_<6H(WO>]>A0F-T ]./6];UX&'6_.L[2YF1]# 8 M&NG\^YLN&PT8A6M]3FU@;_GQAILLL:?1N1NCH"-KS;):Y7$D;834CC1K14B9 M4ZNSU(GMB6L3HD1*&A>D==(_R"RV;(1>*9]?4:^4CDJ-1::W)$X>ZV4$C$,K)Y5RICF:MQ*=X72LRE4*.N.<0M(6%N=9?^US\Q_&W*7,L0A&"/(WY MM_\ MYP& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P-5 MZ5JLQSM6D(6DM9QA*1"J,,3:\F^H9!#-3%U3J+.=6Z:!8WE3:3:Z[3H@C_;DB8I$(S7G M8S-FG55[JK^/;L0_FBT>N:DI3G;E ]T^(B4T]4<)Y+D#P\V-TG(;!B\=FC19 M5B$M\3BS6WSDV+MYP4VB3W)TVZN - 4F;!Z]$LEF+K*_ K%^/FPZU^&2N?CE M3UJG[HA'1'+BET9JHA@6>Y*^@[(P"3=8ZZ .;VEOS2MC'M99<72PDG&8XZ1AG>M/V8\\Y_+O;K>P\P.G,]#-1;/(484I1J%4H3^MP'H8-'^@8EG*>7&R\?1EE\BC[ M=78_5O1]S6-]>V]UMQ6 M\QK;8 M)Z_1LTQ/O14A';4TK#JY7\$/542@#4M;;P[7II_D1@X6% M:\DM$KK.1D.D7EZP]E_,-:XV_E?A*@+=Z3^XEUO0=Z"$00Q/[SF[?2/S$7D\ M[Z7G?&,?=^,: CK7+X9Q:#K9GFBAOD4W,,BJ2.*('*&F&EQ]'HD[1Y 0>_L> MR1"UK6@:"67O3H^21#X@EHG-Y?.;W9VV$IIV MIK1$TMBNNEX&QQ7O9B(Q,C3M1Y.B?^D$(=Z"!^$"O9HI@@<^47+"%G0_-%:L<7FH'^U&EH:6B#RGH:,%+CE*!:$I*)P&G 6>8 MT6RPDEY@[PY]N&-_'#R-"^ +(GM]5K_@$9F3/9=#NU=Q_A5RK**HVFP+A2SZ M;P!>S"=V9X9MF-@&900K=S!E:,4IU(P%##%OE_I5NXAX\G/QJ71\>%Q=)=>, MM]6DVH*15T4^R.E^HQV+;#G)(Q<#C<3G"Y57">,F1AQ3F'N"\!YZ8M 3X!HO M0AD$X\>/&3CQF.,>7OI2ZUY(FO9=?JSAMS,>V$IP[]U5H[T; $G"O<][HIXBZ(/NNM:A^4 M*C;-M+D^HT-2]+\SQM1;0.I)$AAQZQJI?L[F9S@PH]!9O%W%4-<N.T2,L9 M@ADA" .@A^>D*MZ37/?+]T]!\E]T5MTR#B&LF!TZZ^*^0)UTW072G/$:[4+= M?/;=IM@Y,*CZE9M22H"IVW^\I,2E:T0#04MQI;V$L\3B'8D_^%J?P;H*'.#I MUW-.2KYC:R$H6N*M$Q>'N0,$Y0UVV/+/$U*>'(K+=XVK;-N:=":!+^\FFAT( M.]B\00]0CXUNL:?F'P_26L:OEZ6G#K'Y3OOK:FB6YA(54)T]7$!8JTLRUW0E MP=DY[0U69 '529(2$0UNS9 S?D[UH1P BLF=%DS+C#\6!RIWHU<[]4_%#'N, M9Q(6WH#N5[N^ONQ&>70=W4#7'X$WLB^*G8*GER5ZK)*OG'/%P(5QSG".5XKU;&.=4E(EO!059 M=73J-/4TM20V[(=";VPYZCC8(DI :L,*&85H&P@"$ AC9>JJ?CXN9IHCKNI8 MC\5M0X]'SS\0,\Y.OWXIN@Z5K5I;Y57E:2N _($6XW XRHDEQF-3,; M(-_KYMG+F]-1:=LGHW$TXJ,_MOE/[82BME;V#+RYF>G*[HJQU%*0(B$P*>]#-DZF'/=?,=BLU/0]CDRE;?\ %81+%T=: MF].O+8W,PPI.PIU0C!.CH@* 8+3$NEV+,S'2I3/@>B=H.-@W!;)"W]DJ!^AL M;:T))E _MJ&PF9D>'Z(5O#V"]5SHV+&A3R\=$G^//$);H^W,92QQT[(1JDSD M4L-8QHDMLSRDE[3\==VS;A3 8# 8# XW]M_I@F[HSS.*HSTNQKZ_3 LO"WQL ML"?3AW-:TP]UP[;A4>6JD@=."52-+HR4*23#?680%6L"$D.P:!L9!6O/GU?3 MEPXSRO+67L+T:\!UX#K6M:UXUK6M:UX_EX^WC.F(F)'S%+_)J11O7C1Q)GCSK0O/I%X%KQO,V2?5/\ JKZ6M^=:W]O.O/C? M\,U+F9'.4>6F<(A]B1MVA\[C+%+XN^)=HG9AD;6C>&IA!#O00XMU/I>=K$FM*UXXV8V.U%3=55Q$FZ)K*"IB M52YYAED/-_7[83L)=<;UTB7.Q;=@.)ZA2E"@FV*BJ@:ZDCSBA>6.LDM< M1$$":GMM7 *J8*[/KY$(^[/+I"%JG2Q9#G)T7MRA:,:0PW7J$7 ML7UP/8(4*)K1(VQL1I6YM;DJ="WMZ!.2C1($20D"=(C1)4X"R$J5*06$!998 M0@ .M!UK6M:P/+-%<5W'I&ZS!@@,*8Y<^@&4]REGBK$V2-X+-, <86Z/B) M0YN ##2PB%HTT>MB#K>_KK6!]TMA8BB'!*4RM):5V5G+W9,6VHP)W1>IT#2A M:XDA)T6N6'^T'UFFZ&,?IUYWOQK!))I-E8E0HD(30H4:1$$\[:@X*1,2F"\"C<'!*UH%KFX'Z3H6]*H6K#Q:&,)*5*4(X M\W8"PC,'Z"P;WX#K8M_;6M[P*L(_4$(M;%X$'0M>="#OQO6MZ\A%K0@[\;^V M]:WK Y\[_GO^N \[_GO^N UO>OMOQ@<8#[8# 8# 8# 8# 8'.OIO6_\ C@0G MV9%(D\]5T0"PD2=BA*B\^AJ+C3YJXG+3?T=#[F9+!>;9HZ>J9UE96B-LS3'8^UH&-@8&U"RL;*U)"$#4 MSM#4E*0-K6VH$P"TR) WHR %$E%A" LL&@AUK6L*^E@,!@,!@,#C?VW^F";N MC/,XJC/2[&!;6,F1=#+[" U"$0N6R)L!) #UH*%^Y/M_=G#G=.6U]>S6,_QE7*SOO,]&7&_MO)Q-Y9,]& MXAO[[W_/>]_UPI@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,#GQO_ -O_ )??^.!Q]//I\Z]6@Z%L/G7JT'>]ZT+T M^?/IWO6_K@=8#BC##2BS2C#4^P:/* 8 1A C :,+T< (MC)$,&_5K0M:\Z^N M!^C!@*+$::86646 1@S!C $L!8 [$,P8Q;T$)8 ZWO>][\:U@4(7=I&B*<@. MC:-N/WO1#@%YDL WQ!GD,I8F5UE2\P0 %HHVWN2],K?58QF!UHM* T>]BUK6O MKK ]E@,!@,!@,!@,!@,!@:6WR>=:VWSQ\B%S\Z,Y?/YL/?87&SO\ M$C/PL=A6S-Y"X\V6=-K&LN,PR$JV.M9$OJ^32=F;GN 21T,GZ.4]*-?[S79S M.RMLD9H["FA9Y<>/+^4E,V;/NEZ!H._;_Y?6+S]1;_NWO\ N_YM[WKZ M_P /MEG&<=A^\H8# P&[[XC'VK &..-]D&5X^1$U\=&8M;$(U-(5)WITFS)A'(6XJA/+>S'J/V50^)TBAR1KR$VDPA-+E WS!\;D/YDZ'BEK) M:ZM2+].\JL[%:]I2BJCX\7QH%\F@0MQG)Q#W.3SK:M6ZY=4EHG+%$G("6@TX MFH]^PB3FIVP!)Q\9C-OK<9OOC3Y-M[?TWO7\M[_\\*XP& P&!'?\EW?:;XZ: M,C%UJZL4VV3([,9ZX_QU+,"86:B&\1^3/@'C]Q/C\C"I+(W'/:$1HD&]^]ZO M7KT^D07LYQZFA]YM8VN.J3UW9284P& P& P& P& P& P& P& P& P& M P& P& P& P& P& P& P& P& P& P-=?MFGZWM[LR6P6D([>][+5@"W^P,(8 MS?XE%8!R_0OR!PLYS_\ R$S/M"Z8O-9O_F+VZ3>P9,\S#H:OIM2SS'SGE0U* MXG XHQ)U*%@(0ED-A,;3'$E%^#!F%SIAW?'K1L8U)>+TO0U)T6+)4F MSBGNB[6GUA7NJ+K^+V+/SNV&F6)&YDMMPD8%)KRE>VHX.HC)O+:3X(4%B&1< MNL^=^&6[D[KKM*U6%TH_F2_+/CD3AE84VM>F\4VYPH.\@,%:5JGBZ!:Y*93) MNQK)95![NG1[)4NC&^(6HLY.G),-$'A=\D+K'BD08C(OQ[Q)7'0'3))!G5(Y577$PCL#*MJ7/:L4S40U ^HVYKVD :H.5+0*"1K+ M-TEEVZ/H1UNY;Z(J7=:G03X[#.M^?8/U!2%95W:1,A8/CZ<:ZAEWOD7MV^:6 MB^FV0,K'*'IX1)U#F%(N7.S-H0BCU1:4P"H9,8SRDSRPCID"0NZ.<;JE[,?R M6E;J[^,KA]HG3YV6]%+NGTA$%I]VE)\AXKFA!NFN%-4Y;&X.V1Z/*.)63=.% M4$O?H%K'7))+?/'U6-W^NY"AEU?025M9#HF;)/#(M(6Y,^"$)Z3H7IC0.20A MX$,0QB="DZD(5&][WO9NA>=[PT]C@,!@,!@,!@,!@,#7!ZFXQI^WNL7:2JZU M9)G>_1EE6!6I*1D["3$SGJD$PI@,!@,!@<;^V_T MP3=T9YG%49Z78P& P& P&!83H3IZB.5X4KGU\6,Q0%A3M<@=TI3@::I?'Q'% M&S;U)=QN/(2U+R_C864(EJW24@W2)$68I/V6G*,,"$*C'T_7W1-[D6RJ55=% MG2QR*E0\_P *F%@KH7VA3?3L:>6)G04/-^;"R%T7LNNGX0G64%S8*E2E+8U" MHPDT] 6WJR;+=).[8GW]]^/MYR(XP& P,>^ING*HX^HZ;7YDA.7KP &MB--$ DLPP :)W3/5EL]K\ M.=7](VZ^'C6RWY'*%:(5!DIYYL:JJ ,O.MP C<(CP1F>T84D3*]G+502RS'! MS-4*C-:V=H "9F<=\_DYND_1MS?!9M2$@:4/,G$Y@/?-_P"AK9?2TL :8:(0 M1@*$$1?CR'R+>M:\^/MI)/+RLF5NV>D?T-A???\ [?QR3/5(_.53 8# ^')9 M-'(7'GF6S!_9HK%HXW*GB0221.:-F8F-I0E"/6N;N[.)R="W-Z0D&QF''# 6 M .M[WO6LELFY-;B;K=TYT!2/0K5(7VC+4A%LL<4D)D3D+W GY%)&ALD93#(I@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,#!.S?C)X+N2RY+<5FHLD.A>=:P/8,O W&D=Z 5 M=3,G.E:MM_*W1Y?S+'3M!NG(N32-$)MD$M1M8U0XZWS%\0&F$JW N'*^7NX%(KF25$1QYSP MGK.7R!DEDDA:>KHL0QNTIC:4U#'Y(H3DH ""^LR)0:2F5@$ \HHXP 1:"8/0 MK;>5SRN:DDF;)K;F^KV$FX=XVFE;P"GI=RS04EJNJAB,K6OGNJH:Y1.#&'%B M*5F1AE5-!J-G,<@#W^8(D(=K=[WL_P!S?UR*]%.N2>5[/?H1*;(YMHB>R2M& M] T5X^3"IH+(G2$-#2:$]I:8NM=F)4>R-;2>#1B5.GV E,/7J*"'?UP,A-:\ M:UK7TUK6M:UK[:UKZ:UK_AK6 P& P& P& P& P&!K5]/]MUM4G73Y%%,XBT- MOWG2T[(L.04PMJ]:5;_6I\I@'[YS:W0_J1]>VRLZBH%I@LN+1S43T,&D)#&; MKU$I]ZV>3,2E\%?(1!.WXR:D20V75W;\2A$2EMIP)W:5RUAC9$Q=),SQ9R8I MR0FTR.[#/RX@J>XZ4H$C>5D74H7,]"G)6$>LJ0G 8# 8# 8'&_MO],$W=&>9 MQ5&>EV,!@,!@,!@0)?.%4]TRV,U!8=>NMU/,4KU<]/#W$JQK:"2YK@3JTHE: MTNW=O06X-Z!L%Y0J_P##V-HB;LPD+_WH_;HYH&P"TP80A?'MS;V;,(6V&3=EL2O&26-K??MC228;KJ(3:8H6\UZAJ %? M%C.&H1*#T@0+17RF/'5<\=9BYT[?'7=O59$,!@>+L:QH+44$EMGV=*V6#U]! M&)?)9?+9$L+0,S"QMA(CUJ]:I,_^D -> %@T(TXP02RPB&((=AH-]>]'=+?- MMT3:QU5M3I'>6>7*PLBW8VS/A2QL8H97T+CSTYZL:T-EB-)%<%U&-(D3*TA] M9S>C\DAT$M,Z*A+GINSRMDSQX^5S-,XZZZZ[,0H>(!_Q"W8HW[H- ^1&AC-: M\@]&PJ>=;5WY-_M]>Q!#KZ>/3KU?\-?35G1>6EFMQ+?S_;IZVWJNWV#-M5H= M\-EAF(MNVJXXAYQL'3*2?I"8YDQ*^;!E FO\\U*J*2F./[5[ 3=DFZ($+8A! M'O7C>9C..L)CRQ_E$A4<^2_YV>^'B12GDFN'2,5TT+U1!*>IZPB/^)(-@-%H MEI4VO=A:I!+9&E3Z#^4!"H(WH[U;VD(UL(-.6F,+G&F%R^=OGB[.Y:OMJY\^ M4&KG UF5JVY-(I8KK_5L,)$F&%UNV?]P[/'.XC.=?C:@#/9C@>Y*(BWW X1]ZG[E/9F6/6CT5&UFQ M^V*2L3< H?\ ]Z7[/(6;T,9",24 51J8^ QAE7RH?.[R!MELGJ*HC3:U=')* MW!36Y13+$HFN7KBC3TS&"8UH%G6QAZ6)TIFR"E8SC?(!;_',] @YK'$9X=7? M-XYV5\:B+J+C"4;J.Z(ST!6E4W+"I*P1J:.T!%+HI,WLQL*U(6I8R/#+(@-! M"MJ=R" &'$$C (!)P%! )(SQY9MFU_'[(UHK\G'R/]PT+;U=/T8+?>=ZWY(Z M/1])6FV5R@4CF$J_T=FCI#G&:38](WQJ&N!TEVWZ1,; D)4C*!ZSA&$;%L.> M4XWZ>BVS:O'_ @N%_T^MDO74KMB3UO\<% N]CR7HDA!8*1M8)%8J"J$:6+M M#C69:[3Y,7)T52-D+2:(3&:4K"DR<'DSTASI>7+&+V:S[+RR/YE/E1^0NV)% M77 =:O%>1IO :N01NNXK'Y?8S9$CU0BV:06]9LT3K(-!W5W 5OT)4WX"]NE^Y(1T.;TC*X[,'*IGRL6B M,N[/#6:(.2@B4-$L6.QSZ6P:3-*]0::S$;!LI*FT#>A_3?JUXN,29N:DY3EL MGWR*8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# M 8# 8# 8# 8&EA\IG'ET7Y\A=R],-)M (8?&X4O8J[JR8LU0W5T%=L/YS@2= M+<]H5-RM:J ,:M$FLYN\K$1I@G5 ^>PV# WA$:-.$\F-<]4@OPA\:7!"GYQZ MW0B>_Y%S=&VZ+UH)B<6>-,;]#7]0Q, M4B3M+Q^W.B#2U#M085LE8# 8# 8# XW]M_I@F[HSS.*HSTNQ@,!@,!@,#C>M M;UO6]:WK>MZWK?UUO6]?76_^&]?? @XF[!127N/H%OBI%+GSB-TS4$,LQIDD MO=6*Y:LY!7ML82G6.3Z0:VF(WTUR($%68C0)C G)W] M]_KO_P \#C IEBQ&W(U3@XJTR! A3'K%RY:>4E1HD:4H9ZI6K4GB 2F3)B"Q M#,,&+0 #O>]ZUK>"W&MV:.7R1]RW%\Q73\+X/X=2J))1":6E_M"HK2I(RW' M)HTKUMZO&P5Q6MFM//=6@%I4TA-!H3DIT6MT U2>TIP#9L!5WQA1'$_Q0],5 M92;PQ3U4Z\[W\\6O<*,UL_&M_36LW.7=-++.R]?7<1;["4_#! W XU"US[BGG*".BY'L(E*9OE?0 M,^C3BL2>WH1VEB1,X&"*WL._!GVUOQOQCCG-O^5627EY3^5C^B%7==PJI8+$ MJRKF.ML2@D$86Z,Q6-M"<"9O:&=J3@3)4Q)8=>1CV$'K--'L1IQHA&&"$,0A M;"$#_<6T97,]^/\ D5ROC8U$631,N@KC I2,H@IZTWS::1^&2J'$K1:]\YI? MT3N!4-+YV':M 0;K6A%^<#&W_;'\XUDV*:HZICT[]#74'[D^4A%*5=E1R$CH->^% :&FS[;L+254@;F4/MJFE20< MW["G3IW%>H:;#N^6R:_'A0W!8?CAY9EK=JV:3Z(@JVQ8EN*RD$J>Y+'6*2(I MK,YO,UD:0QZ0R-6:Z$;..)6#"#0BTZ8 $Y("B[>5N_;!MJD8YV869G_VVS[M MD9VIG,?>-KZD3SM,C)3;>'YR'.]N+VZB)* -HXSU"WH( >KT #XFK M-MY3Z-]-?ZM81OFTECOPT.T0:35)$>L;Y(!$2LP@PTG2Q'#^<8O(F=K4^@>P MG)CWO12H0-__ -U$ 7U\:\:N<27?#4W]&Z1\)-*5O3OQO6 PL01 M@"+4&L+_ +6#VM1'ML)>A;]$OH\&C!B\C&6%ELG0?5]/.Q>?KO?\=Y;;=QME M9 P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P M& P& P& U@0GVS*J^;NM.:-35RC4A;3NH;TFM5PO54.JZ;U$@JR/6$R7[<[W MTL0XAC%85,VS<:ETI03/,SRT2-G:I#'W1O?&!^;D+ MRR/C0L3N+0\M#HE*7-KJUN*0PY(X-SBB/ <0>4,91I8]""+>MZW@?2P& P& MP&!QO[;_ $P3=T9YG%49Z78P& P& P&!!W\T'4%VT;$:WB-/NG0-?H9F:Z); M!LNLJL;WR+#:)( R(1J,,]N*0O*^"7H]@M1I02$ M$_Q^=5VW/^W.2.'$D\H8=$"/J8Y;V?2WG,R&!J%_-]\EDQO:80H]QVL:;*U8 $\W0E<28624U)32MFS=RV:!,2G*,; MC1@(+=-@1++9B?I^J4#@CX>X[R3R)9=<#L1^B'5O15?GQZV.DJM&A22^N!KD M9G[9"J97O;>O+9HA E*D>R3?9+4NJ[9BXS9)NTH4AJWRUVT:REJUG\C'P@.E MO548L,F7+'041G-=&2,I*Y.] 6;J?QES8-2@U@/7*7&GKY:DZH1R@D:D.W09 M0O4<[)=:&5+9+)=ZS;)NQ,AB8DOXC;\*T;_U=_('SD4$H6]># )Z#N318Q>G MSOW AV+>]"\!WH&O&][REEO'V7RZI?$4,=+);"H4THDG^ N]6KX]8VG"(%O:DF-()PT.[O$5<:GB9H"7IT+2 MF+V_2P(]%F UZ0Y$EEF>B-WY ODCNSYF;,J_BCCNGIBWUJZREN?-QIU+1'SJ M=2%$?I*1/++4LRATCM:4_6J%::L,V:L/+-4B"><=[Q:1)MU6:[/+<0=K] _! M?T=:O+'4M3R-ZJZ3O9+W(8RSJ?8U &+C/0STZM8*8\EWE*.,K*^ M2V_%HTUCTTXOANT[2GL:- M5' OP&QP6 8-O;)4S*UK.I4A"+2<"_WMA'[7IWKETO5O31X[XX_E]N7XP 2 M+C3L&EI^[P*!O[KIGBIA:1AN6DG9R6F.;]'$K?(5"&.3RNW9S6&.+<:2N("5 MM888D4JTAI)9,UY=7/%X\KOBUG1=/^YOCSG((A$.;.5YE+T+XZ:2S+_4I\3, MLPA6%.3?6D5KTN?&J),3ZP* *EY@DI91(PC3["/WBIZ-Y=?^UD& 4<[= M_N_O-D]&J-!]7JULHQLL_81_3P'8MBWO6]Z^_C VS,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@:+/RN7E;=8 M?*5T?S+5]ZRUJI&XXM!;1M>@4$!L^[($^S=TIYL3RYK?:;J%YCT_W12W6^1 51S4D, MA$QATH=XG,H$XR^.+8=)7F)NS:>$MO>7:(.BQK$K$28H3HUJC289)AFS-!"= M"^.*\H;H*/P:8L%"R&W**8:P>J0Z2FTF=(UUW=71;NYDO49:Z3IAA,*@U><@ ML,>7/,361]K,.1%EI5VQD!]A2M,$S)CHV5=_??Z[_P#/ ZS"P&EF%&!]19H! MEF!\[UZ@##L(P^0[T+7J#O>OIOS@8G5/P9Q=1-@$6M3?+U)UI9*9$^-Z:;0Z M L3+(TZ:2B".0Z(U_!K2B#[ M+*A\;GL(DR,3?(8G+F9 _P ?>$>QA,T2X-;D0H2*-%F@",&Q!]19@0C#O0@Z MWH?HQ;+^.7A F$.-:$\FT<57[O+V:?ND-*@C27'5\UCS,YQYDDZIL 4%,<\- MC(]*TI)VP^H)*@8?_JPS.,F<9U]:K7SX^.)9(JJY:]\R5*N5TFU1]BJ-2*,D MDG5TS120J99'6N)F)C"1M*)HDBPU:267O00J#-B^N&I]-S,OCW3\;7!_0TA. MEUP:9OR,:PPX0]?3>]ZP+ MS47R_P ["RA/#R(KTZ].U1 MYVP_P\8'?>O-- =-QDJ'] 5! K:CZ81IC>EF2*1L&]E>?(/4E%Z-_77C?UP=<]69MS<_4ET/"4U;WA5\-M"!HG= MM?D<2ES.GQ%B;7(QQ/$:7O?@6S1?SP MKII'G*B.:V!YBM!5/"*CCDA>MR-[98,R)F-N='W;>C:MNJM,EUHLU;MN;R"? M7X\^V4'7\,9R*>YN9N>.B41""]:2J^V24A.TR$Z=PMBD+@W)Q#$8(EL=5Z(U MS;2A&"V+82#B];%]?O@>7JSB_DRCV]Y;:AYSI^N29"U.#$^J8I!6)J=G9E=T MHD3DU+GXA)I[/;UJ4>P&%;4>@6M_;SCU22396\_2^#CA*].R"7%F*#PB$VE.:@)>PZ#_\ K1>?.]X5D9@,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,"" M:[:+AEH]&ZJ@*. ECN&Y;48^I6IYI!S4SB9(9-#%CU25PU%V0%N"CJZY>?8) M&F4#''DRLY8 11FPIR3"R5 @E YAY!H'D&"-D%I*#(F3\5N-1/K$FJ MI<_/,N>W68S-8 3L[*7V:29T>3DP1%-Q#BYJ1I4R<)NP8&3. P& P& P.-_; M?Z8)NZ,\SBJ,]+L8# 8# 8# PX[1[+B?%\!8IC)8#8-A.4S=W.+0>/PAJ3"3 M/DT0Q]QDK=$7.5.RM!'(P\RU"T*4[&4M/+$].@"VY)HQ:H3DF!!#0_R,PKI/ MH%HA3C;YJWH+J5LA%>/W*]>P=GLRIH3;D4< B;.JZUZ)(=02^J8K%*JK]8Y. M-?R0M%)D3^G$6H0I5GO"/#:FW]]_KO XP,(.VYDNBC52:-[L&34]2DKMLQBO MBVXG(!0MQA\4)KR4QFSV1E5KT=&+)/:FF\NJ+FH3G.)PVXFZMK0+Z583B[6MJ$79+X]*0(^FHF MP1HNWV^O((F83(BU*PGK'Q$X*#G$IZ/3#. 5^F_HSL'58-U03"3V0TW+<]#M MO:#;/ 1M2U/M>U;$.?UBVSX@%.8TEML9>!=$Q&.DB93_ &U:9!89J].FG7M\,]%EH[871%@532#915IRRU)N^0^[IW*T$$^2J<3\\R1Q&EJ M<=H^?(;*/H=>HB[TB>)*K-)KY2UZ:U1ZC:@U8'QHK)U7/3'Q7O8.FNFXJR.- MC+;?G]K5A=5Z\:4XQ234#;V=PJ"QW5-R.K=#$["@;?+)7'2<8GL@ ZZ.TL21 MR3:*(*4%D.&]IJ/(P?ICJM144'K%UMFS5M@IK5IOJ-3:YC&WFN+YR_9G0$ A M::F'9V)CI#(I-!9DBD4;,)++TXAB3 4:,?D[2@0?(Y^M+I:RZ4I ZJ.E ./0 MDLM&LGF1I5G617221]=(S0W0UJ+:LN&N%E;1?_MKB]NRR$)F1U0(S%2E![GD MA3[K6'WS/+C.6,VZ7.EQ\^\]*O5!Y3,>KW2G;&/N/KZK6FS.Z^@Z-=X*R6!) MZG4QZ"UU6E[2I+#7J,$MY>FEYB5B08AN/<$XM[6%(-EEJ#4YP!;-+C=2V@_Q MZU^CDKITK9=37!7+55 ^':98I&6S-%Y.3Q$F9< S5?#;C@]#JI]VS *=Z ZUZ-564ZQE+NZW9IV]=%S"U2WAO@ES M6@W(&*+42JKN.QVJG/\ 9D36V!;'%Z.<@#) (6A>-BURXWC?&XSZ7,^8QVJ MOL.^ZJF%2PGLR66G2AZGI=@M.22B\BX/#HVZU'<7.%]NLIJK3Y&'M_BW^G-+ M=)L"9I91*EQ+C^WJ&0*C0A[]P[(QRO+J2ZTLVZQD57=+R=R)42;JM%&F>"=! M/TP=F.M6;GPN8UG)DU,&5X=&*4J]F=0 7IK%:'AQ4F*3$I'XIH5YFTX74LJ8 MWM*(6,[FRX)3.=P[G3K2UG%=67R%6E;36PR^!OE+$Q1_2V(;3 16Y*&%L=U) MZ2OGE"V-!OO#+,6" K$( 91*ULOI^>])6W%;&ZANUUB7/G-$MY^K1YM6QG*$ M3^^NDU=Y0M*W%UX[20B(B;9-*2(V9^UK3A-46*!H\K:(D(S-!ESP++[7%!IY M3%XH+C!8M)3#2)!)[T-B3C85AU=.TQDMKZ9/S[7SY)H,XN:4XYSCYX$3@>:4 M)AT(\(!FZUL,]7F2-#L>WQXA6!O2GKC$GLDY276]-?E^N-O5"3R!RC:,%[?Y?ZF MDMOP)NG]8Q=\MF3\B65"(;5W3C/S!,EW[1 TXM:V#8=:V#?V\8%5O6M^?(0[]7_-YUK?G^?GSKZ^<#K+(()\[)((*V M+?D6RB2R][WO6M;WO8 ZWO>]:U@=F@AUY\!#KS]_ =:\_7S]?&OK]<#\^V7X M]/ME^/I]/0#Q]/KKZ>/'TW_XX'24C1D&&'$I$I)IV]".-*3DEF&B#Y](C!@ M$0]A]6_&][WX\[_G@=_I#OQO80^="V/6_2'SH>_IL>OI_P ^];^N_O@=9B9, M:RC]IC1AV81LXK?I'Z=Z]0?IOZ8'9H AT$( M :#K>MZ#H =!UO6];UO0=:]/G6]>?UP.!%EC#H(RRQAU]-!& PZU]/IK0M; MUK[:_I@-:\^ ZU]=ZU@?K_]/\/_ .+[_P!?& \_P_A@,!@,!@,!@,!@,!@, M!@,!@,!@,!_^G_Q_^.L!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@ M,#4L^0+B-^MWNZ3=*JKTM2)6Y<9$WJ#DNFJU06S6$8GJ/GN'J6%\J>9]DU^\ MH&VFK-N.1M;ZZ1=O<"C&H_\ &+$L3.( FIP66RYFZ79)'\5GQNS'F%T>>@KX M9ZE#=-DPI(F,:6R%-,@LFM75SD#XXRI0JOA;[LL<%=DQK'#7HOR"4!*H"90%8X%X$SV_OO]=X'& P& P& P& P M& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P M& P& P& P& P& P& P& P(?KEN]NK2V2[;"!U75'4MG7')NKILLA02V2R:Z_+XI'*0Z M J+HJ%-,\J.:L\J9W-*:B>FU:4G$H&<;H(N'YQ,T7RC\24W/+(Z ;Z*=;-43E=7\ MV@S11_!,U3UVN:UYQ'U<8;*A'63 M"PJ?_P#B+V-PEK,QSB>1V 0N*7XG5PJ$LCC14O9)>BF\.3P9C6G2=S,>S3G0 M#H6YG37KN-H7 8# 8# 8'&_MO],$W=&>9Q5&>EV,!@,!@,!@>.GM>0.TXJ[P M>RH;&9[#G]()"]QB6LR!^8W1&(PHX29O4#6_OK6+)= MTLETNR'QGI5KY[G\LY\KUVFJ3G2(L->0>K:UC<0;)+6M?V].9*P6B]]+]+W@ MZHG&SA7NGFAA3@B..="B--ZE,I-"<>O]PEMLJ;7?WW^N\#C 8# 8# 8# 8# M8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# M8# 8# 8# 8# 8# 8# 8$2UJ15JDM_P!1-TL%2JU ;#;45(=)LE MV1R6.%ATC9//:QR$.RW8+V0-N2OAC8/;:)H$<4J"0-048$HT/A\5KZ+,$'@T M>9XE#XHTH&&-QI@0)VMF9&9J3%HF]M;D"0LHA,E1I20@ $.M>-!P/1X# 8# M8# XW]M_I@F[HSS.*HSTNQ@,!@,!@,"+#Y-_D$7<71R$1JNG.C%=T6@5)]1Z M.VE/]('UC;6YH4@9Y\@J)EUNPK7A8)P)"SO88]H]T9T[C^X%(UY:4]/AGGRX M\.-Y<[)QG6H-^6NQYY.>SZ/H&PJ0O=9U-T9%'.D;#Z9LA;9//L?GE!Q%<]S" M32>5\YJF$JIK]_UWYP M& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P M& P& P& P& P& P& P& P& P& P& P& P-,GY+.L[9H_Y)+"YR(KBH9JN*AD MEFW.'0"N05K7?2W.4"Z1AJ,R[XM4=JW-8L/J2&OK_-FMS_;79<0L>V9&Y[,2 M)'$HL"75QID28?#WW#9%G2ETYEM^SUUDJ(77Q*6NG(^N9?(7U2YPB0/0+)*E M_0T6+D-*OC%"6Q_CT98-*WY=,)$)H6/+KLD](#NV*Z9(TSSIF@G-N2%NJ=:B 8F,EF3XV('>8/C=B5 M(]00&W5LDB0=6W-RVY=_3>]?RWA'& P& P& P& P& P& P& P M& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P M& P& P& P& P-:#L;X^JRO+JIUM%YJE^LJX.CK$L"K4M\.,XCTGB?)$NKJ#* M(USW')3Q[*6)QCMLTK/X_%1+I.ZG!.<4@'81Z<2IA31*]QI!('@U=*7"-- M+8G$Q,YZI#\*8# 8# 8'&_MO],$W=&>9Q5&>EV,!@,!@,!@62O;I M"B^9(7\;"PI#5RT").> M-*A),4&Z 26,80AD8^KX=T'1BEI\>M-/.'QV,>FR4[-<226(SWB1#1IT*PHDY<>7\;+K9\9O/>=6P M3O[[_7?_ )X5Q@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,#7)Z3[$J6LNOEB! M-)JP9.E>>+(M*7V'4NZZD"CK7I5*ZUZ<[\W5Q4%LG^(+$.>'VN90D'-'%T.- M1,>F@PP\"(H!RK!F?%*=Q9WW4/:3(:DBB*11"U(W"HO-+%K*0M3ALV+M$M>I M7&XU(FJ4EHP,,DA,[H\%*Z_AD)EB?8PSHP& P& P&!QO[;_ M $P3=T9YG%49Z78P& P& P&! A\Y-779*HG3,]KR1V,;%*\=I&_/#%":/B]B MH:W>F1BX/YCMUN[YXB[-0\^'N')L!G+I7[G<43LZS;:KR(.4A2V;7K -O6 M6W(5P62*PFJ<=9Y3\?U;Z&&S 8# 8# M 8# 8# 8# 8# 8# 8# 8'.M;W]L!Z=^?'C_V_7[8'Y]0?5H'J#ZQ:V+0/.O7 ML(=AT(6@^?5L(=CUK>_MKSK ^4C?V%Q$Z!;WMG7"8SQI7H*-S1*MLZDL&S!I MW31!YFV\\!>O5L!WH%H/U\>,"J(<6]2>I2IEZ)0J1%)3EB8A40P[WK6\#P,BN:GH@C:7"66O6D70/_N?L2Z13N+, MB-[]DWV#?VA4YNJ4AST4?_8+V1#](_[=_7Z8'F'SIWFN,08FSY)T-1T?K10[ M'L">PWJV8$UP=0_)@&&*&-/+%K^2PGO)!9(MC2@/$>'0=[V'7C _<\Z7YTJZ M L5JV1?-/02L93M%J+6%++(B##"Y1MR(VJ;]1F2N+NG9Y!M:D#LXK2,X[UE! MV/7]NM[T%S(K+XG.XTS32$2>/3&'2)N(=X_+(L\MT@C3ZTJ0>XG=&9\:E"ML MM^K*!G-K!5.*$F!1>TH@\R1P7L^SM M.Z!G0(G0T3VN:OQC/R24>SS2-%CV,(?2+P'SIE\@_#M>VWNAYQU?1,5N #RT MQQ5 7NQ8\A?&V1/PR2V6//(35FDK(_.IBDH)"-6:0I-V:7H(-^L/D*BW._.) MJ"G+E6=V=3T=5=@,R%J='B(3FP6".OK4VOI&E3.X.2%Q5DFH43DFWZR33?2 M8/KK?C">4SX]5)<7R$\0\_/C=&KGZCIJNWQVB+3/VYOD,P0$FJX,_&K"628E M#3[4$_XPZB;S]D+MBTF- 4(81[#K>\*[[G[ZXZY^15TNM2_86S!MV/&R^L$3 M %[L%ZG<.(2)5QLRC,?KMIE;ZZPX"1:29MV+3[;_ $F!_P"M]=8'SY;\B'$\ M(JVI;KD'1)4@L%2T)5"QX2QY/%FIY7+2,\N4XSRY62>NF^CW$.[(Y>L"@YAU##KKA3[05?(I MHNG5EIE:LIEAY5=D'J9NGDB54C3O#,Y1HA.(2E&>F K#K8?!>_6#U5K:XN\> M7N'O;DVA8+7]GV?:^VJNK1B"JP(--H] [,L*,/,(1-+2_*96<\5W#94B9&$M MD>TRO\E>-*6)./8];V$LS80YJOO/E.YW"'M< LMQ5+9^;/2H<3**SMBNM/X* MPCD?EL[7(CK&@T4)VT1^/2E H&M$(*0[1^P$F&&%F@ 3,SX]5I85\J_%\_F$ M(C+#-9Z3'[1G8:OJJY7ZE+>C7/=I6&<8K)01.OKU?H8WUI)G!\4(32FLPAPV ME=C@Z+1&J!C!H15XV7N?ER1,'5\C8[11N:+B!YFS!T\C2LDC$^5DY5]'EDHD M>E3 )I"\/B/3*VJ3$:IN)5IG :8XM,,TPHP(0M3:WR>\JU$Z/*)Z56Y*6N%P M:$V9;,QK6CK0L.$4= K$9M22(22Y9/&(VO;X(0Z1C_[J-.HV):D:_P#UB@DI M-O1NPSC>IK%(]"W:Q7A_;$<'8XNNFKI*!JRA,R6*-K2:^K7X2X A$";"6@@2 MCW=;V#96O5K?C Q52?(+RHX\@QON9IL-6\\\S-O8U$.>V:*2AVETL?)-)RX/ M'H)&Z[0-2B:O-A/$W."SD,Q"(:T2_P @]&@A$/06NC'R=51(7"41-RH/LV$6 MS&XHU6 BHN:\TR]ON&=5TY29NB"N>5O%FQ0\))M'HN_NZ4E\TC6"6LNE!0UB M]ZTZ^>5R.JZGZ::(TWE2\HZR[-HN45Q6ID@@ P& P& P& P& P& P& P& P& P&!I M5_*5Q7=?1/R)7KT\VPRAPTW"J_U$VZ.61%X+=5GV\QT7 D?^KEM5]RQ(Y-%' M&T6VJ96\&,ZM>G<"74I*VF%-R->>8G3GC7MHDP^&3FJY6B62+HV?-5O0&N9; M#QN-9,9D_P#\1KB>.4K?'%LDSU(^>T#&S)']*0QQ%F>8'-5B9G<5<7?RDBUJ M3+TAXS0V),!@,!@,!@<;^V_TP3=T9YG%49Z78P& P& P& __ $_;[_;Q]/'U M\X$+LQ@M&QKL"YVN$(*\.F<4H.O:Y?( MLQSB3]1'*3Z!.XV$;SQR\UMHX#( MX2Z*"]+W.0%_MAY+N$U+L:C\(A*:$T>_OO\ 7>!Q@,!@,!@,!@,!@,!@,!@, M!@,!@,"*#YEFQR>^18>QM4>03-8_=><9L&H*]39WKF.SXE_Z-@#,J@TGFK& MYSCD;EJ=<)"M5%E'[)(.$/91F@^G80^6#'GOFQD^0JK)75<:YA*7I_C8Z(A% M.5)T'*+=JUDA$'ZZB,8L^S54OD":'.M>RV1+C"4KRB&SM36J:6LE6$Q8+2TT ML)%/D-DD3%U\R)'6XE%/1W7Q-?(TLFMR18:]\=Z0BS](^;&UGN$3'&C%#X<2 MQ'F*%2 U.6$T\Q*;H@S0@"V (LG>%QWFBN+7JN54'RS!)Q:_Q+]RMM2=&\"6 M^YF5ET1 J[I5OE+F_P#0=*R9J0R+_)AIQ$N;!*U3K(ME+E:Q+I<9I0+>73$Q M1V'PIK.Y MVVDSIMQ"=&.AOC*J[HJ(P3J==7S(92;?(/C3M5 ]R2 M]F,48= 3M 57M_1U MN0,^SU21W/>36Y2X:$D,2F[+#ELKPJ3O2,#M%"VEQ0JF]G$Z($A!R'6BA$ M2#\\.TJO#X/NI6'E^MH#6-AG1+N:O*];N9GF6O5.3R?I9/92158/-"^6K3'] M+!+5?E9RR/IRS0IV\]7[*7P447K0?6KWKGXHIW4/Q[5)248JN\)TFLVC6WGS MGFMD+"TW'S_.(>:E2RJS9A"BS&N3U(DHMM1N:^4FN@$VE0$QZ46E8U00&AAQ M5'07 ]0_%'T-QSU&K@35U22'I&!] P"WKRMAG9>3KLAO/]=2KX9OCC8G\NS:)4=#/*J/FIN@(F@96LYZG=;, MS>^P\Q.M3..UR9R(<#30;,2@"7Z1!D'4KMSC\1'6TOAW3DS,@=827C/CNFN6 M>EK*:U@XT\QGFB.32)V;3J^7M;4H9(9.%DF<44I$S:$E*>0N@1D!-,2Z#J2V MVS&@Q9JZ"6W9%U\I6'S/(W?FB'=!_(;\E-Y\[2Z4T@LF#8U47*N<8ZC.DJBI M9,IA947;+JF\5?7QH"N.;CP)GT"D!0QG"!NCI4Q/I-U;[X^/)NC;3T%TA>/R M@R&V>CYK9\;EM+T/:G.-5UMS]=P7.6F0F*SIDKZ)6ZW-\=K\+]?_%[\G_"]IUTH9;(YFICH]EJEOK9/+II Y51EZ5=/+%I" M-5'*'2*L3Q.RJ^*=7"$[3:;P+R1,))9I(=G%Z$%YNUZEL:[7OAZ 0YL>D3_8 MO&??E2AEYC6\$-L"F%I\E1%EBJJ5NJ=+L$8"H?T_I!M2(H0SR=@!Y-#H.!C7 M:?2;%U+P]57QUUGS=?\ %NNW0/-=4O5/3"@[(B42YA=:A:5:^<3"D9J\?Y##EI!!NUK:4\MA)@ MM+0>D/N='JWNM'25+XQ _D:YGZJ?>9^>T5633EVKI9T30/;+NQ4A'V=EBE]4 MV]5M+JMC\WKZ6[5Q-X2/^V=P#'2TY^W(2[.&Z6Y@AD)1LUV M]9&U#4E[/B&..SU4]&1$<6!..A'&8AC:Y*:D@S@WQ1=$D9)*U.-8<]DD$*"A MB"< EF9C6(\UG-7;7/Y\]@CG34:O=BI/M&C?E+JACYPKQ]@%;RN.N[Y+H7TM MSS5S1,)4^MC-;L'6J!3V/Q]0Z"+=5+IO1!A0M@+*="VYDFLSKZ?NEJH'KZP^ MIN@$2:O^9K>K'G2"5K)%D_MOIZG)E2TW>[/D+G%PPZOJ8CQ-.,FFDZ)!L!@,!@,!@, M!@,!@,!@,!@,!@,!@,"'RW)'5+=U?S"79),.VEP((TM2KDI.U1XO0F $NC2[-;^U-K\Q.;> M],CVWHW9F>6E8G<6EW:G%,6L;W-K<49AR-P;EZ0X!I)Y0QE&EC"((MAWK>!7 MX# 8# 8# XW]M_I@F[HSS.*HSTNQ@,!@,!@,"%3YD.H;FHN#P"*U"YWO7Q4P M-> SFTZVJU*[QM*RO:11#(_'&FZ%P7E)6%U(9L\MSU'F\UEP!7 MI04$ 7#?5UMRCM[CWAI!..=W.K5K[)H/*)+&)#'KWNR+5W$%,MM&6_&Q>-;WZ0Z\B%X_@'6]Z\[W@!: MBK^$^.:8B5FP2L^;JEC$1NEO+:+<8RXHA=$EE,Y3:H9R&6:B>].:B1,J=M6' ME%HU(S$Q83S=A!K9@]B"DH;@;C+F(V:J*'YPJ^N55C,0(K-UC6PZ7K9)$B]G M[+ASBL?3G52.'%_DCT%H",+=K6]:T3XUK6@^;4_QU<(T8.=F5'R30L$%9L8= MH///V2NH^$,E@S^482^P92+ R,C5259#'%] M=XC7$'C#I*(]%(E)7!ABS*U*W^+01L5,L)CCR>B1$F.3%$69<MA;AWY!Y-D##$HK(.7^>7^+P! Y-<#C;Y2]!Z5VH6C'Z",U6OE+U.]5 ME'#4QT>KEVKF'.,#8#D8S3$AK)$%C,='FHQ*-0,18B$Y>P;&+>O&][PDDF<2 M35<5E96:-M+=IU>D2$AR<=& MG:T,7O&C]0OKOZX%8KA<-<) AEB^)1A=*FP&BVV3+&!I52!O+UX\%HGD](-R M2@UXU]"S Z^F!Z()103!FA++":9Z-&&A $)AGMZWHOW!ZUH0_;T+>@^=[\:W M], LLO6M%EEEZT'0-: (/ [%O0->G6O =;%O?C[>=[P.M2E2K"O96)DZL MGW"S?:4D%*"O=*%H91FBS0#!HPL6M;#OQYUO7TP*CSOZ_P#'[X#SO[>=^,#C MS_X?; ?S_P"/W_X_K_/ Y\[^WG?C X\X'/G?\]_UP.,!@//G[X# 8# 8# 8# M 8# 8# 8# 8# 8# 8# 8&C?\J/1EPUC\I71/)-;W_)TU"W5"(E8UI\^AKVW+ MOA*J:/U1)@3!@54ZS05N8 M.RE!)&4AKA#B+5").V$T(0D0_A^MJ)Z$B<,F49Q5&>EV,!@,!@,!@8?=G]BQ;C"NV>7.)PQBA:) 4D= MINFBK[*6&)/ 6CU16A->F_R_-+9QF;F M^DUOPB!"E?DS@M_W_'F*36OM;??3S=%*>%R' 8 VVC6#9;#;*G)'!>HJ\OS; MD"9T2SUW &%2Y2R!RM.W29$]MAWA"0I#[JLK:QW]]_K@<8# 8# 8# 8# 8# M8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# M8# 8# 8# 8# 8# 8# U/>]/D7C'.W9LEH*P4MRQ^U*"E,YM?FYP97=2HY'F" M^_(>KFD3N+HZNH/&)3>,[DU O$+4T,J54UNQZ4KO.MZWK#1@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@<^-_RW_3> \;_ );_ *8# MQO\ EO >-_RW_3> \;_EO^F!Q_'Q_'[^/^&_/C_RP.HT\@C0=GGDD:&+T@V< M: K0Q?3Z!V8(.A;^O\/.#UZ.[>MZ^^L!K6]_; XW]//GZ>/O_P ,#\^H'UWZ MR_&O.M[]8/IZ?^;S_=_#^.!T;6H@C 6)8DT88( 2R]J2-#&(S?I+" 'N>H0A MB^FM:^N]_; Z5+JUH][TKC30;UO?C?TR9@IRY MPFJB413XSFK5&]A3HRW1"-4>+0!F["2G"?LTT6BRQ"\!UO\ M#O?VUE'U\!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,#4R[_P"&':XN]'OI5?>UM0RV[B%-*AY2 MJ:MFRVZUATR0<]1#30[5=.^O:X?VDFGK1M^4M#^Z15$O"PX6W-Z9N)A;7(K.K50H>7Q0]J5MY M.ICA+_W:P8<./E2R,(5BN*H90TK53*:!"M"G*":/ 8# 8# 8'&_MO],$W=&> M9Q5&>EV,!@,!@,!@4JU:B;DBA>XJTJ!"D*$O>QYS47^:#I^TJ3A5N);JAM=-DOYWZGA-5N+G$9O5LGO M@EF7O]7SUL<__L08V%0@/5%^E004H,-7%:":?[;WK?\ /?\ YX# 8# 8# 8# M 8# 8# 8# 8# 8# 8# 8&MS\R/RM]#4-=]9<)\)-"9SZ8L5+&5[_ "0$=:ID M_,I\^7+VNOZ_@D8D._\ %S9E(=-Y[FM<78)K>SM191IA0@GC.3A@7>C#_N0> M-Z;?.MK#ZG9Y-%H,B#)[(AC4\5E8RR%1S9Z4+D\R2%+::C49=HZS[-T)RU'W M,:A&DT:<4+VP#-#;,TH1@XG+9C92 M5=_[C;JVGJZOFN.V8$T5];$412^+!=9%!8T]$M2G9A:0#HV,_-P1$):>[IW4P8=MIP22UGD)H]^ @)REO'&<5%=R%4/SM=\4 M:Q=&U3\CHH]"WM]E,=2,LPLF61-^ NA[P>SK3E2&(5 ^-OL'JTN_;W^8+8R] M^1@#OR'#7LO)\9/8?R)V+=W:OQ<=#W6O=KL14E?+15UM2%V2N4GIJ\H*)MAQ MJE-8$,;6AVE$)4CF:-X0*C"1N:$Q!_9O6SMD%V8Z[+&&OR UK\OWQH5S!+ N M'Y-[,L)-8TI<8HVMVG4O3UY_(_)+JIM95\NDSI43A8 M-X/Y3O\ ZAU6ZZAGND2M],BIQT:?G],X[4#2Z$48A!LC6MBUZ!QEF[%#X4^C MN@+=XR^5M]L>^[4L>70:M=KX/(9Q94IE\;=G=V5K8S[CHSEG M^\E$2/1J<(_/J+#O5XXEEJ22XZR05]8P*[6QV761?$D.6"(BT?DFWQ.I8;FV.F^NV^4H2CXZNH>".)ODKL^?=ZV-T&X2[DV2M452,[Y:[ M:Z0"1QG;H_&2UA?I5;DW5-KPK3*?QQ"0EHU.B@?_ *T7]H=68Z[,\_+Q^C'E MZ[+>\.=YV/RQ\!=I])KI ^3VWVF];0K:J7&RY$^30PV:S>>,T=ARAQ5R->O< M5K!$=O1KCM#L[99I"$90=AT9O>EQG399-.N6,7$_PHW1\F=.-W9O7/8MGMR^ MWU+Z^UVE.2_ZDRYV9RG5:W$S:2N,N>PL$9:GUT;S#V^/LK>F(3MFB-A/)V9H MDF).,F>]LM];-ODS ^+2H_D>^//Y!I-QS8D>NVY^+):5(D3=<>XW,W6DHZZH MHCJ;P*RHL]O:U[0UTJ?2DIT:D;"4O&E_=S21!]P9(#C2_5GIXO2_[ANWY_9% MH\0_'-2;ZXM-DWK83?-G,UN?G!@))&[O JQK!*_+F<6G EB4NCD_N:H6M#"6 M0QB-] M@#EFY9F63==?_ &XG4+]/J N3DNRW)Q,M#DZS79 2AD3BK5R#4%ES MR]@,1'Z<1FK1@B%EL+^V#\C'HDK2<9<]O(&HQB')FQ^&Z#$T?YL9Z%&R0A/ 1K M1A8?5L6HMENRYOQ+?"?6MV5UQ=\B+KT5:B&3(YLU6^;6Z-@B9S&:]5+:[FE; M(\*1KM+7X#2K5PX.E8O.SC &B"7[/TUA6 JCDSF_LGY9_D'K#IGH]+S%"(Q: MEW3:/RJ02*OV0I\E!5O)64N*D*;14?L&S1I'\]<620':K9).]@UH'K%IB;]4 MLML]$Q7!/Q _'13765.V[1_R'-%\VM4SB_3)@K2-3SG5Z7/P-19\C+@H<&R# M%K)8)F:D,GV:=M.(L(1:![@_2+Q@DPVB\*8# 8# 8# 8# 8# 8# 8# 8# 8# M 8# AEN>X&^L[<+M\2=4IK.JKOM:6]82U_M:)MU,I:\;@K^5*80]P5-'C*TF%*CIDV2.TH=)1((LFC(6PAR2N[4SXW2]LS/RW^(_H(;_X_ M?-!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,#3SL%QB\,_W2T3=+8_;4B%^/AJ6" M.#P/6DX7Z5>\?.+4_5?'>BZMASLO9( ^ULU)I6WR.,K7@ M!+-(HS&%2L9*1_1!&H*3[+$,S0-&;$6(.B7'79A!Q)\4GR47URO15J5?\F$M MI:HYI"B'N#U8TRV_TY$)9]."XM&V)VZ-3Z+QXCU*2C#!!3$@)#Z_(=FZWZME M2FW[S3=G)GP6];T[?]]N73%A-\/L:1'V.^JIZEA]/<_HIQ/D37"7R4 M-[,YF2I.L]4J_'('3,X6E$N+DIT84(;J27HT6Q^DO?G>6^/CBYRGC]U]V0_^ZG+&+FOF+>MD:#_ *RS,OU&:WHT)AM:.NBQ%F:_Y"]:T+UZ^V]^ MG^6L2Z7NW<[-B:CU/YG,%0+"!;W^504 4DC&3O0M^_732:6(:G?\/ID6-2#X MG*.4OE^0^GTC4UB@-!L8-"+T:IK*^2?2(@0M_\N]:WL/G M>O&_'G#/&WROHPN^([X=(E\DE/V38$CZ#F]1J:VL%MA.F*+1%FD"1V(50UI? MR'=0J=7A%LA2 UR&3[>B1!T K_FWL?\ ;-76T5;5-3N7K%TNCC,Q!83X]6#HQA1MJ-C4'^]^Y%_WF&F#WO0]!\:\:WYI; MB90K1^'OTW_VSLY=&D@X\JJ>SO\ /Y$ HO>_8B[?-(PTO3@8(L[9@DC,3+]* MSS!!UZ"DX][#Z ^O!+F9;)?P<]&5I>'QS\^1>*2%C,F] P-HIBUX:0I3D/D0 MDD$*&SI5KJU",TJ);9:RID[JB6[#["PE5L01>L!H %?F(_,73ED_(L7\>=5U MO,;*9:V1^=^\."&*KM$,:M20$17[NHT2#U> MG>\)F9PUJIUV%8,S^;.Y.TZ=YSL#M9#SVY/U=UC"(+N3B:(ZT1F.O-1,$P4* MH[!IXK1LXWA3*'%$':0O\M4;''S\I5"GXI.F IR]F;(<*24G U]])R+ZK01X_.A:WK18/[M[UY^FM_3 M>&GH?@C"<#XH>1"SRMDFELMGAV#>M:\@_P!<+,V2/R'>_5H9&P[T+SYWK?G? MUPDN6L)&>9^0NIOF4^1"LNV++5U'6J&R+XED7DYMHPJJ2W.+R MV\32'JM(5'Y#U/4\R_?G*ROQF']J01>-HFDYPD"X0 ID11'C8C#/'MC'L.]4 M;%V P& P& P& P& P& P& P& P& P& P&!HF?+#4-DR7Y<[RZ,JBG[F%5M5Q M2LHS:W0M?V-_V]PJ*6RTU&V&F.#GTBX5E941@ZB/Q61-+:I$M2D!0K#@&GN+ M8#6S=R23:,^,E^G$F'6M# ,&PB\?76!"^JH]L MYIL.8TE6SG8+7S+'*Y8F.*5=$HY'9!6<:N:Y9R=+'_IWJB[)$G=;=W;TOIL7C6O5O7WWXU]->=X# 8# 8# M 8# 8# 8# 8# 8# 8# 8# 8$%_R]?#@G^1%="[DJ6?-%4])5XR)XLEU2E8S/J A6>F&H,*,(,#LHQ.$5DA^)KYX.E MXPVT9TUV5$CJ/*.MD-A'R MA'P2&1U(2DC,.A\\Z38HNRD!--4&)6YC8Y4RM;6E H5&F!"03H(QB\B#K>][ MT5GO2/Q/]#YU+%X5&H!+)09:,R;ZI!'0/FGY3I!/IR]+S MPR83BF]TI">C#Y2!$/8Q>GTAG=\8G$;Y\?O,"?GR06&TV6'H3RFS;RXQMIIC'2XVRNU\J'QJ!^3"M*NKP5QCIK_3:=.DT_ M=@00J=;>=.48<(WMMVE'*(L)OT3^=[WN:--T/T^G8-?06HLO=(/64!_TZJ6O M:M$[F/>X)7$3K\3^:D D->/\8C*".;>3$'O*BTQCA^#[^R?<,"#8_3ZA:UYV M1%?P9\0;-PS!>M(2UWZ]V(#J>.)HXH=%5>-,5.@I:5DG+.!>B2I9(\DOBGS. M!FZ ,28K7XP ^/[A;T,+N_&#\;#/\:-:616[+<3[<*:Q)JV30YQ>XDVQ#]G5 M-\8;HT8D2(6YX>@J"U@&X)PAC,#L._ ?&_&Q;#-'HFFT'0]$6]1+H_N45;;< MKZ3U\OD;.F1K'1E1R=K4-:AP0I' (D2E004HWO0#=>@7VWDLS$LG*8N<>FC& M#B'X\:RXRY9E')AD@77=7I4"PX^Q$IWULL-L0,[[%G%C;BQM:IC-;4 M'M" /0A&A-'H7T\9JW),XUW0V65_M;J,=IV^R"E.I;0IJ%.PAA00)QAC58JB M.-QWN#''&R;CE40D;I&4AIGA*0[[?C^AU@ KJ M42^4W?9$.>H,Z= OB*/M\JB<:=20[(8JRC3>A%&(8R('8@EQ$5LI8H7KB"AK M5"@!)!92I)WW7'^-OXP:@^-"*V:Q5I.["LQZMEYB[K*IA9.HOI[_ !8>RGM+ M$RH0Q9A8DQ;:0HX17!+X2Q.,W<&YTDIP)!)7 MB5+M+UK2TL;>8$MR>S@E:+2EZ 3H(=^K>MBV$75Z_P"WOX2Z&N&S[MGLAZ%( MEUM3EZL&3HX_8,51L!+[(%(ECF4T('"O752C;S#Q[] !GFC+#OQH?C ^/4W^ MW4X$IJSZXMF*2'HQ3(ZML"(63&T3U8\54,9\BA#^WR5B"[HV^N6U6M;@NC85 MLTH*@H1H-;#L>M;PF+C$MS\/V3R[^N_/\\*8# 8# 8# 8# 8# 8# 8# 8# 8 M# 8# B%MN),;UTC2268+)1#X4HO>Y:T:7]/9O[97W0;=<;1)G>T*$LOFE2<6 MV6DWJG)$9Q5&>EV,!@,!@,!@15_*'\@:KBF'P1@KZ1T<3==KJ)$CB\?M:6G)GIJ9T+ M*K2I;)8*N;!I)/<$;C4^7,R20-;*I ^$-*\Y8@3+SDNT9HMP@6YV[&LB6]E< M]4-8]#W(\]1]%1Y[H"1]76NNLVBTTBY_W(I!++ ;YA1A+2VU)T9/:HAC4ZM, M1GR(MN"),X)5!Z!"<(Y!L-SWZ?P^WVU^G\,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@,!@,#3!^3SL*UJ!^1NR^;4\)HB;MSA#7B9T;=$CD525+TSS;%NDX6E)N MV$TST)=TM8:TKY?/)NTK#TZE0B<7AO0NAAJ(A7[("2ETXWG_ (QG-O+$VB1_ MX;^W+6LF9O/,]MSZ0V.AB,,7(:X> 5C*I46C=(-(7$V=M4OZ5BFGZDU+-"F* M1L$8C+>:_ODL?"FA2]/"LI4X!1EVRS2M-A_(& P& P&!QO[;_3!-W1GF<51G MI=C 8# 8# 8&"W>_%W_>M5:"#(;(/K)^CZ]U>F9Q-B$=FT4D#D?'79K8V:SH MP[D$+)I7K+(UJ-^.CP5Z1M>'%I2%N9:Q$$U*:&O3SY\9D4H3I&,6:Y0NSHCU MQR\Q@Z.G4PJ(^+"XQC"4IR=Q,=!69-IP--9MJWC>58JW-4XO$?;D#.S*G0D! M"%"B F2&&9?JO'%DG7I?;OCJV_\ 6_.M;\;UY^OIWKQL/GZ^D6O._P"[7VW_ M ,<-& P& P& P& P& P& P& P& P& P& P& P& P& P& _\ W?U^FOZ[P,>Y MYUORI5DA,B-F],4!7DK)-+(/C,VN&OHN_IC3C %% 5,[U($;@EV888$.O<+# MK>]X%\&5[99*TM[_ !QX:G]B=DQ:QJ>F1P2.S2YHS=;V4J;W) [\!>_ 8# 8# 8# 8# 8# 8# 8# 8 M# 8# 8# 8# 8# 8# 8# 8&MYUEP/4MO]5OM@K:I2V!>_1]BSJN'6^UMF(WR1 M\CNL4@)48YZT1R%+&-UK:X**D\,C&E4O$Y &J$2[C.!K9(]')KFXQT3$SE*) MPMP+#.+F-R=")C+IW;,[B,1CMHRIS?G4,8=PPY?)'*+MK#$C5)B8IK@2>6J6 M)B<',3C) Q=&WMZYR6!1$B"MMN;K6KC.FS/_ "(8# 8# 8'&_MO],$W=&>9Q M5&>EV,!@,!@,!@6)Z!Z8HOEF$G6#?-BLE>QL*:0J4(G#2Q<\OXHI%GF;2)%% MHTT)E\AE+HT1".KW(Y*WIE"@")&<=L'H+&+00>#Z[@?1UPIKB6ZK*--,VAD. MBU/U[9%K.5?=WQND3++25:QO*:SSS/<, M0@\D!L<:]7@/KT$(_3KUZ#O8@Z%XUZM!%O0=[#Y^V]ZU],#G 8# 8# 8# 8# M 8# 8# 8# 8# 8# 8# 8# 8# 8# @<_W!/<=D\<24+2:FZ/KC_\ MVS5(SWGB'V+U1;5QI[HM:)-$\7,=7.,6C[#7JF7M);TG9GQ3,(=+I!8TL;@+ MR].R]P4%$J5@#0%DZ!_U3 M-\;#K=_Q/?+1^T)Q;UYU:ZN-JPNODU@09P1N)4 M=;5;8X*W5,SU#&UZ]K;2'[0CRRUQ(Q>0>KR#>]"+F-J["F P& P& P& P& P M& P& P& P& P& P& P& P& P& P&!K<=2=PUG4O8#I%1S>$0_H#G>Q;&G,NI M8ZL7(N_.L]/]>"DG,\&6I#X=%Y79$)=6AR/9F5!+'F51Z,OS!,/PB&QV MB\^4PEP=8U^5I \.48-0NIK>G3+D^QDEM_E,5GYA3 8# 8# XW]M_I@F[HSS M.*HSTNQ@,!@,!@,"#+YP:9NRQZHKB5U@[W,ZQ^O7=^DLG@]9UY7\X:HRMC3* MLF+5>2H)[&JOE1/HD5'CF.+M, <6=T>720!2J'!O0F*UA9+G&C7FXEY=NH[M M'C3NEBYUCKKRA6=L.J&86/ 959CK'XU^[/4IACS($##>=OS-TD,=IZ>R;1KX M\URV_P"%)%Y:T9:I<4G"L"37,[8;\W_PWX_IAHP& P& P& P& P& P& P& P M& P& P& P& P& P& P-7[_=(U+-I1RW0ERQEN_-CU-VJ^-$\6!"8;J-M-KL: M)CC\D7%@"( &@4&B_M*$X%[WO0?5O%F4LG*8J1CBWY6W_. MP(ER72\AHFML3$IM9"3RB3UR'?Y7@L&AZ"/9XBM>5Z/[=^>OMJF.@65^D4%U M(;VDJ=%&I6[PU6%_B;M"FUN4'O$?6(G49*5.YJ0^T4:'R=Z-C\Z!L.:Q].29 MY36?C.GSFN&R[S!\1/#/'UMM=X4774N8+(9F&0QIM>7NV+)EJ1.T2E,C2OB? M;+(Y*XLQIBPM"7OW!D",+%KR#8?.9,2),<*8# 8# 8# 8# 8# 8# 8# 8# 8 M# 8# 8# 8# 8# 8# 8&EW\IO%MP= ?(=<73: 7.R>$L%=KXI6]23B.5%>X"6.Z+%JGF"W$I,8M8553!Y5(C#!.:!X$D;Q$H->Z,CWBRV2R;5(K\+_ M !WYI(W9),%DDYH9&>+UVHCSHP M1]ED$'?UC+'Y0UM#R)F=6[\MO_*,(V+\!@,!@,!@<;^V_P!,$W=&>9Q5&>EV M,!@,!@,!@/T\_P#N\^?_ '>/K@0>W!'Z(WW3/"XDDITRX&GD]H:T[=+9*O9[ M(C7+#XX2,NXU/'< 1%[@;^SK$Y:@4@6>4IQ+Z @I2,9/XP,";\K0-%%Z*\>U MHL&BO&][U[>@ZT7XV+>Q;_L\??ZX'[P& P& P& P& P& P& P& P& P& P& MP& P& P& P/,S.&1*QHE)(%/8TR3&%3!E<([*8K)&U*\,$A8G9,8C<6EW:UI M9R1<@6)C1 ,+,#L(M;_G@0'S;_;.?'1*90J?V!XZ*K=H4KA+"8-$+)8'**LA M(Q>H3='#; @LVE+4@#O>_; )S.]D/@(/2$(=:)B)4N..#.8>#X.OA/.5>$QL M;^:D536;O2U1)+'L!BT8/2=.5H8O)7F* MU^.3F"INLI_VM#&*7H[WLS4K_P K=%DZD#C&E0IJ>V*9 -+%52@;6DVI/:"! M%A"'T$>G?MZ#K?C&;MT9O'/*E[LGM=L26H MWEQ<:29ZA:Y2V7M=LNZ>*.*B]1P5-+U!CDM8W 2];U@?W+$IYY.R7/3=KN<7=4W@7V)QYP1&;OI@OGJ5V[(6&;L$ M!02B52UI:44A?IQ8U;(9?<-20R6T_&;NDL9TD>(K&WA\:DZO:Y(C/;4GM(<+ M[M]; 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8 M# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# T1_EKMNS8/\K_0?-E6W?9R M2H[GB-86%;'.L4K>6]!0N5V>YU(WM:YG=.>(]/J].F!=JUS'TPY'4:.OFMYND149:W^ M42^3PVTHASL1J:M,E.Z"FKK)/WF6-\J4(FDQD)CQ*)J T_MP!Q\L?5CX=FTG MA3 8# 8# XW]M_I@F[HSS.*HSTNQ@,!@,!@,#'CI+EBDNLH23!;LBAC^@;?\ MB41=\:GAUC4P@SO*8;(:_>9)!96QJD;Q%9,?#I8Y( +DI@%!1"PW0!:V+S@0 M;IN+J]Y]NB(T_)FZAI.ZU37<1E5(]"VXRN*SLJ=]'N,W=CZ)9N:T$77MD$IO MGVFW=K0Q]3%FY,! L3FC">2628H5*KICU3ZL]/'WU^6/U;)H?7Z0^[Z-&^D/ MNZ+\[!HSQKU^C8O M@]7GQY^OC(K]8# 8# 8# 8# 8# 8# 8# 8# 8# \FQS MV"R=>ZM<:FD2D3FQ>G;XW,4C9W=>S:&:>0';LC;UBA0W:$>E,!K9P0>1EBU] MP[UH.F*6-7L\&O+@T\ADS,:?8_="XG*6.1C;/RMGA2_N &=RQ>//IWX#Y,IN2H(-*8Y!IM:U;0Z;3$Q&5$8=*IS&(]*I4:X+_P!J0%1N M/.SHD=WTQ!AE'?E,^..62E!"X] MVSS?/G"H][?^5SXYJ'FCM7=I=>5"PS9@.&ED$:;75PF+G'UQ1FR M3VQ^+A+9(@,SLF,UO1J12(I25XWL8-:Q=)F[09,4+TOS_P!1Q%3.^=[?@5PQ M1"XF-#F[060(WD+.[%:V(;6^(RAA<&1QV7KUA)5E$F#+WH8=;!O0MR65\=->WA8, M):%H;5@[379)9=E^.E^S.8N.6R)//3% MNL-2ML[<7-IB*E\02%PT^.+,E(6NB5*7'F=X. -$E5%C'LP( ^!ZUK>]_3&R MVX8=)OG,^*)2X$MNNQX6F-/4$IM*W*&6NTLQ(SC!%!-7/[G 4C(VHBQ!\F*5 M"@I.4#>A#'H._.#=*.3)(XHCI,P3O[(?$E#*7)2)22ZH38X?'#4.G0J0$O@# MQ-AC(:V"TI"KT;LC9&_R9E2*\L]C\U]IP59 M8?-5ILEDL30O+:)(C3$.3+*8>\&E".):IC#I"B:I/&%BDH AD?F)2BU18=F$ M",+UZL*P]N?YL?CHH&QK J:S+ED35/ZQD*F*R]@;:CM60#1/R(185:!*L98B MM0./X_NAV(TDT9.P[\Z'O67%W'90_P UWQQ=%VA&*=KZ]52&>3=84U0Q!/J\ ML"NVR4OR@8P(XVT2&7QQJ83)&Y#!L*-$8H+4+#=A*("8:((-Q)9=DHCZ]M4: M8WF2/JTAL8X^TN+X\N2H7MIF]I:49R]Q7*1[_P"0A(C3C,'O^ 0[QMJK /C[ MY3.-NZ)S)JXY\G<@>9C%HP&9+&B3PF10TQ?'/W0EG4N+(8_)$I;L%O6JT^E( M"M[,)"I*$+7@7TDLLS!YWM?Y:>0N K'C%5=!.-D)I?+H.FL1H(A=>N4N0?XR MJD;K%RU"QQ2*2$Z-2%S95'DH?]VRP:%KSO>M91AHO_W*GQIH0Z%I7T"K#L6@ MZVFIA<'6];\^1^5CXDUH(=Z^V_ M_P -;P,AY?\ -IQ9"XIR%-'$JY5\?[:3 M*E=-*FBN0*#$A"&=L%3R,@ @ _*'[01F>/ =:V&:_6O8W/ MO$-5J;>Z)G!$2CNU>VF/LZ-*>]3*=2,28Y6GBT$BJ'0G.2OR@A.(>P%!"2G) M"(Y0820 9@1UP@_9/]TIPPY2XID<:>Z598XMI:1:=) M-M<2NT4\A@8=.2MYCT+:71U?D+:W+AMIY,E1;9U"4UN6?BJ4RXL1!X2C BT& MM,?N"ODTYJ^11MGRFBC)HSO-;*&4,FB-C,S5'Y,%LD*<\UID3S-,:;ZHDJP& P& P& M P& P& P& P& P& P(.+FJYHL^^%=/IR4),2M6][#A77<7D=%D.]=7K')]$- MN=>2MFZO-CY+C770U#0M"S(HPTM[R%8F7H_:"C"+29: )2>>>8:3Y;@S? Z: MA3?'4*4A1^[2!3K]TFTQ=7%S6O[_ "6;R];HQ[E$CD\F=5CJXJ5!N_R'):>? MZ0B-%Y"_V P& P& P.-_;?Z8)NZ,\SBJ,]+L8# 8# 8# PP[A[(;>*:K0V.O MJZ96BH?75?&6)!'5[#'(PVRC<:>WB+%6;/Y&K*9ZPB$P?VI.P$2!:2:V(WAT M1@6#()-V<$:36[-=^C/E/A-]=+,L1=+0E#GTYTW'">;IGSG3S'$Y?S-('X

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end GRAPHIC 51 g856091dsp0015a.jpg GRAPHIC begin 644 g856091dsp0015a.jpg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g856091dsp0015b.jpg GRAPHIC begin 644 g856091dsp0015b.jpg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end GRAPHIC 53 g856091dsp0015c.jpg GRAPHIC begin 644 g856091dsp0015c.jpg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end GRAPHIC 54 g856091dsp0016a.jpg GRAPHIC begin 644 g856091dsp0016a.jpg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g856091dsp002.jpg GRAPHIC begin 644 g856091dsp002.jpg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end GRAPHIC 56 g856091dsp004.jpg GRAPHIC begin 644 g856091dsp004.jpg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c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g856091dsp005.jpg GRAPHIC begin 644 g856091dsp005.jpg M_]C_X0 817AI9@ 24DJ @ /_L !%$=6-K>0 ! 0 !D M #_X0/*:'1T<#HO+VYS+F%D;V)E+F-O;2]X87 O,2XP+P \/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B \ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835 @0V]R92 U+C8M8S$T-2 W.2XQ-C,T.3DL(#(P,3@O,#@O,3,M M,38Z-# Z,C(@(" @(" @("(^(#QR9&8Z4D1&('AM;&YS.G)D9CTB:'1T<#HO M+W=W=RYW,RYO&UL;G,Z9&,](FAT=' Z+R]P=7)L+F]R M9R]D8R]E;&5M96YT&UL;G,Z&%P+S$N,"]S5'EP92]297-O=7)C95)E9B,B('AM<#I#"UD969A=6QT(B\^(#PO'!A8VME="!E;F0](G(B/S[_[@ .061O8F4 9, ! M_]L A ! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! @(" @(" @(" @(# P,# P,# P,# 0$! 0$! 0(! 0(" @$" @,# P,# M P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P/_ MP 1" "- )H# 1$ A$! Q$!_\0 B0 04! 0$! 0 8'" D* M!00" 0,! 0 0 & 0(% @,$!08+"0 (#! 4& M!P$ "!$2$Q05%@DA%Q@Q(B0E06$R(QE1@4)2,S5QD:'14V,T528W"O!B/0E,KCJ(PN,QB(QCU4S&!!&WAUPG,.E1+GDT\8%6#E)&2C IR M\E#!/21EW&-ZI(EA13<^)A.ROKOLKN$EO-;VV1%%"6*@QEOV_+$SYZ(5!Y6Q M"-:B$L("+KK #'Q"#$$PK?X38;@4*5(A5VT.J,J-.OSAK]4Y2:*(T^0N Y5% M#=FR0]GFC\>F 8 2=\6H$0U PXR,L. Y!'O\!]S)_=XBULUK-%=Q)&KL-3.) M"A>*BE\Y?D[X\JW*"-+*B>]NI$=:$<.8RB6H)_P4GF*!K5.5 B<)S0=1CB.^ M8<@9"'B=-:&&)&]U&]K#);7;Q,7=8JC!GATY1"';.PLK5XJ4$X 89@Y5UB%& M%&1"Z(D9P>QKK;=TN.7.BJ^;$C2<:M>C(B:]NVXR=044>:WGMC\ADR"FFLH" M=M3!5)SD"A*88K,&6;@\G 1!R"FQ&-V 4,E?\SS.752_($;% ,$UHK9DT4;T MBUB/7MZ85:NH6VC['1,KVC2I"CBI5$%M41M\,8'A0F&:8(B2+%98 MU(^G@L "@8!!NT,]TA6L4;EJ-RAE6R]J=8(!OR3*[$:EJ=J MAKVAEY[@5A2TM8BAHDI1IA2H"K. # '4G4+]S,N:$**[NR(KX&G6+A"9Y56% M6LKTN;@)L*6\A7)6]VD91;BH,=("Z. MU@V+54:G0W"L ,,-K&/UHZ@3,REZ,0VR>ZRZ3G/=C4VV/K#(W%MC3896M;/SO/HWY./*6U^,>$$\C<; MBJSQH71,,HY$9D?.G,Z)8\CP .8]R#WJ /,F11>*PY7&BJX7YC+])H=0+0_J M+412"/&H"5#&S;E) UG0Q^BR-R*$:-2E5(5ZLH62CRBO@"*N>^?<=V_TS7DY MOVS833YCM)HU'[-L JJJ2>*_@;E-"GUP6'9[^]P.&8?7;?'2DXCPE*USFO(:A]L^2)9&X&IY8RR[%KK M(^[E)8.04J4D83H!$J#2BBL*>KDPD/MDWL^\NXHJXPG@3BVBDU=3.039YL/8 ME;B)''Y,F7"+8(ZPLD>D;<\!>VI%A,%3W.%Q"\];UD92E,0=T@X#C[BOO -% M>#DRFL4P;%!+VIH/@2W8!NA31U?#EZ=$ $AA[R2[C6K92F4NA9ZUK>%#44%* M28 @W*@!A8 CS(?=X]X>E$[K+[9BM%C;FN6 :'2M95MSN*MYZ4C)5%($[A'& MJ3/T14O,,>%IY:16[IE+J!I6C"(?,G&#.0V/=\Y?[K'_ '1WW]L7_>'^ZOM_ MM/\ 6?LZ"!KE#6M)[@E2@M,I?@1O;M H$QP\*Q*G M1'E&RCE*U\>):9&1O;I\M6INPG58-/,6X5'!,)3"58#TS M2PC;8(MULQV7I$M63R+[;+"!%['?WZ52O,^GLQA;=&IXKRQ.#6:^MRY]?6J0 MP] L*5.RM$I7DB6IU:%*?D 2LA:.U"-&UMHSSLJ#A($8C5&0C!D\T2%3J7[B M;T65U%;]A: =KE4\M7T'7EB,C2H<(T[.M MJLC+'BR'(Q,!S/(]*JW=$_E)R^\+1",.#F4[)MQ>V6UJO9[/L696!2]A.C=3 MD[CMHJT;M):CL\PI"U5[8L&EJJ6SB:/D"M*0+4[2I9WET?-D2)=EZFKQ&H7AW95$FCZ&P'BD;E+C+K(XVE;7 QW M:$&2CLX'D28MM5")<1&XPCY!A;K3^"0U-5X4PR3$X:[A(2!ISB5"<9.(RU]( M:<]/@*E4,,K1+$8RS,!& 1& M<"#C.,XP&;3WZVM3)-V%0Q_$C>$#6LAFW/S[(G7-2)J6(OJ1D32QK%S.H;O, M3S I/)B$78-[DF7) +#%)2)RY,EE!K6X_P"']OA^C_-H*\Y XPE)[DU/, 53 MFX60Z;X/B56:'. B6X$H,&(P2?("P M!8=H#0&@\#J,136Y&@P;D9:!8,." EC.R("+CM#<-*VVD6N6G-;1&G:V+#?")JZ.TNC#J!IAL9E$K M:6]K8C11YI+RC3LYY35Q3) F@,)T#M+MT),RA6%&(B4;(H+. 8B"?C!1P MU.@L%9N;#.UX'D618;4.!9,++)'D6$I7-D910 %%"SG[0A#@(<_#&,8^&@K- MLBQI&_V/>S9F#7>>Y[=K2)D,-?JRD4-52"3)"]OL#L) P537TU:5+-94AD9S MA(V,QG&6IRWFX5*<*$HU!.2P;7;-N0W=6Y=5;CL>L=W%61R=2*82=\KV?4%! MHW6=:P=%&I^U,\0E=H C/G#GAQ37*)UN%=(*M;X MXC,:,2ZR):Z1Q4F4)6A"M$648B(-/ 25D0QAH4IL-J],TR4TY <5U5'?@)P64/ MCG& N;+D\5JFEB9C*UZ>.PJNJP*D,> M0AQG/ '#&./PT&3S9=N1M5_O#>%NF6^WENIW/E;MV*3O= MT8+5)E<.?L@VY6Y"W*),;2U)9; T"%31"YL=IB[NR]R?W8$M6.0BTP&I.VH$ MQ:0KKB-.&+J!;1H#0&@\RTD:E&K3%FY(,4)CR '8QS9)&<4(L)N \<F4X? MJ]B[TA='8Q&\(7>1QN*S-R)!EL-,&07X\PH2L!61B+"'(PA&255RJ6U+7S," MO5M!29P>2BS<'%](.!J 6BK=]/& M]56BY52\-I- M<4QIG3/)*-*/ 4#$U1,XE66X-P?GGP1R0+IC;4KC*4;WET&Z1 M,UQHBV$F;"B*5M;WSNI%#"E0E <";EPPIQ&]())G!22"9WN^X?[<6ZO:M8&U MYGWYK:2/DB2OV=]F[)1EP35<4UHGQE>#XR6W>DF#"X,A"U!1*LD*R3 EFC#\ M<"$#(/71GNF>TSMCIJK:%BNZ C$9K"(1R%H75;6=R*#7%4E1"\@\OKBEKP]( M-]>W,M0NF>?*9P@4/,D1/AM!,KH2E@*E_5.+=%@)8ZC"4K0)2$IRX ME1E64%1DM0H"S+0&@-!^9Q@6,ASCCC.,XSC/Z<9^&':K MJ@JZMG21 (+D#E 8!%(G??.YQ9SG0-BNV0[-71Q6/#IM2VZN;NXX&%Q=7&FJ^7.3@$:@A M5D*]\%.X\J\*2@A-[O/6 MYNK][0G*PO>U2%"'!))BLTX91., #G <<- [&@9B[MNU';DHTAA][U?$;2C M36XF.[:U2UL X$-[B>VK6=2J1&8$6H2C6-#DH2'X ,(3TQYA1F! &(.0C67[ M6/MUEB)SC9O0P\)^;HEG09 H)!SFF'&<"#\F$YP<<:(9F,ASU!"%D7'.C"XEJR%>&V*X:LB3+TH$2Q&3EM4I>U0J$@,EB(*Y"<@&9 MCE_>&

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end GRAPHIC 58 g856091dsp007.jpg GRAPHIC begin 644 g856091dsp007.jpg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ʲ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µ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end GRAPHIC 59 g856091dsp008.jpg GRAPHIC begin 644 g856091dsp008.jpg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end GRAPHIC 60 g856091dsp010.jpg GRAPHIC begin 644 g856091dsp010.jpg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end GRAPHIC 61 g856091dsp024.jpg GRAPHIC begin 644 g856091dsp024.jpg M_]C_X0 817AI9@ 24DJ @ /_L !%$=6-K>0 ! 0 !D M #_X0./:'1T<#HO+VYS+F%D;V)E+F-O;2]X87 O,2XP+P \/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B \ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835 @0V]R92 U+C,M8S Q,2 V-BXQ-#4V-C$L(#(P,3(O,#(O,#8M M,30Z-38Z,C<@(" @(" @("(^(#QR9&8Z4D1&('AM;&YS.G)D9CTB:'1T<#HO M+W=W=RYW,RYO7!E+U)E&UL M;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C O(B!X;6QN&UP34TZ1&5R:79E9$9R;VT@WUSA8>!E1,M,TE)6U-G9WF&&1,W,D M5'345G%"4I+2LR4U=28G@=&R4T>G*!J3M(8Y>0KPP7)#1KBAL<-D96:FQH=H M*1$ @$# @,"!@8/$@H&" (+ 0(# !$$$@4A$P8Q!T%1(A05"&%QD3(CD['1 M4K+2L]-4=#55%A<8"8%")# M8W?Q@J+C1&1%)L*#HX1EMD;$A>5FACG_V@ , P$ A$#$0 _ /?QBE,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4KKNS&(T='*(E,5NL8I@ M] E,5,P@(#\P0$,XN;(2.VQJMCJ&R$5N*EU!]T5XW$H/H?K9>LUUYW M0>L5U5W:=!;-T%B]'[-N"X^+%)TIL4[I$((F ::7":1S=C=G9C[-9$M(B4?V M^1H[;@SS];RL4YC(]W-S'/KEI&TEVY+9YR#LW:W\H9?U6NO)]>/OGM8;;W?ZK#_^$.GNWP__ M 'A\ \'C-4W2VNMFWSDUI'5.R..')S5^L-HJ32MMMZW,7GS./J"9'7-CN<9 M#M;.,3"T>2.WE&T1&NGJH(I&$A%,^_@SZO%W MTZP3MW=_H\7WG]/?)\PJ-&CG:,YR3*(K[&-:Y*!Y@\YFDQ8"4+3S MN]LX:K4E:+DTJG,7B\34- PCB2FG[-XHWD@/X"H(%SY^#+IS]>W;^<,OZK3\ M>/OIN"=M[O[7X_\ V?T]_$#_ -/ DI M6EWG"?G8RJ4S+5=C,OVO/[F M%+VB-C)*/T0]LE@AJG'T55.>8Q@[T(,8BH^8NI-*N3(+IQ[AD=MC\&73GZ]N MU_Y0R_JM?1Z\??/<$[;W?Z>%_P#[0Z>_-_\ @/\ T5"FN[%:KP6R6>7X9T&4E%:,9ERNLJ$/6YN:(S8KIC' M"L"1E?OX,^F_U[=OYPR_JM<1Z\7?4+WV[N^/_P#I_3W\1_Z>Q5ZRJ5BFKI)]5IRIXQ5Z+ M-_$33,X23=90J)_GX,NG/#-NW\X9?U6N1]>/OG_.[;W?@W_LAT\>'B_< ]W_ M 5+$QI*4K3R@/9K7W,IV5[Q,U]NQSKFL[4YY66T;CVK8-<;-M6RM85&_1.T M%ZAHI[JBPU&":':VIG)/I$;&1N0H.3-2K/P9=.6_5MVO_*&7]5H?7C[Z-0(V MWN_TV%Q]Y_3WYMOVAPO[-[5$\78(U?85*I4MPXYRLVU\N%FK%/.PY\/OGN"=M[O]/A_P#M#IWY/F'#C7$VG'*S)&65X(^T*)#K6W4% M.;.D>;?.X7DS)[/<6M:?>0<2_P!1QKY*"U)&5)PUGW\R6%;>OR&9M3+M#M)) MV_!ETY^O;M_.&7]5H?7C[Z+\-M[O[?ZG]/>/[ \7#_#[%4YNXMD!6(AY8N%W M/.\6N6J=1FE(RC\M^=E>A LTGJ;65IMU0@'LW6Y]VY4H-UM4LG.N)KU%Y.,C M%2QQ)N01,U5^GNSZ<\$V[?SAE_5:^+Z\??2/?;;W?G__ $_IX?\ \@:E'>^L M9"KZTUQ,4+6_)ZH[+N%%VG:+'4+MRGYL['2@GNK>0VI-+S"%=:TZU4^SV"*< MUR\O[$T?O8Z,:G8@P7=&9-#N5TOGX,NG/#-NW\X9?U6N1]>3OGL-.V]WU_#? MH_IXW]K]H"W^&HK@*I>747LNS;#U_P J]*QU(UELJ^TV#OE^]H0H?:!JC2=N M6I^28NS'#+FGP3:*IJJ,Q5^_@SZ;_ %[=OYPR_JM4 MQZ\7?6.W;N[X\/[']/?Q'_JK=A[+963;:[Y,U9Y,7^3B:'S(VO4*BPV7<;#> M[95:JSJ&L9-C47]CM$A)S+LT(\EG!3@HL;HL90?=$T]I-7OKH9F-OF\=WO62[?MNW[MO_==LNXYJ8.' MCX,$N9/D;BLLWF^+'%"C.L: Z4'DJH[ *VB/7YZ<@@7_A" @'N8I76/*1J2O@*2+% M-;N G@G=MR*]XG%,">&90#]PJ )>G3KU#IBE?@2L685P"28"+8HF<@#QN(MR M@8""9< 4^=% X@'4W3TCTQ2NN4P&$ID2 M]P=3![T.ONXI7("R(B4 53$3)BL4 .41,B': JE#KU%,!,'OO<](8I7Z"J9D MP6*H041("H*@\% . ]HD$OIZ]>G3%*Z;N5BX]N9V_DF#)J3RPGM$7*HE!)NJY1 M374$YNT@)HG."AQ.;T!T >HXI7XK(,$7C6.6?,TI!\FX59,57**;QXDT AG2 MC5L_-Z8I7T*Z)3'*99(#)I NH45" 8B(B< 6. CU*D(IFZ&'T>]']@<4K M[(@0Q2OK%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*ZK[]Y// M]%,D5'K9+M1*Y2 H!T3)T4J4L4IBE M<"C5LJNW=*MD%'+0%@:N%$4SKM@<%*1<&ZQBBHB"Y2 !^T0[@ .O7IBE'+5L M];K-'C=!VU<)F27;.4DUVZZ1PZ&3615*=-1,P>Z!@$!Q2M=_L\_W]SW_ /LB M_(7ZW-7YKSN^]_OW^L67\Y#7SLY*T MZC.9>/MNYJBRT)&R\)"6>??UR*W7.Q>NKS;TV-1B9F:Z4G74_,3'SM'N4,P! M),1642*;8==.*\^5\'BWH:;X_0;31"_/OCG4*?R-"+_C+3Y7DS=XS M3]8T1M?@=#<2M$U2=U]M+4'(N\Z?>;.J6LI' MD['OH*TU1F1A8;+2%0<*F(L95!12LO.9MQ/R9W]OBZ4ZY[9U\A:>2VGMB:FV M"GIWD2W3K]7X+M]-JV#0G(33[2#F%UCQ$4M))JM7(" J%4J$--:^UTXXA:SXT?!W;VJ[?=- MO\3F7)O;&YO9ZZU=/7>LM'QUOWA>I&45T31;%9N4=3O/(.BU.+D8W8+Y=_)( M2!5U$Q2]8*D4J*HG6.S8V@.PIEEV3KR[GUU8>--WJ:>E]OP^H+)0>6P'JTC5[.ZM-!3:14HT,#]7PT5*G[C7=M,1_M&+)N_?6I]P1M9@[ M5J. U!8V_#&&W5IFCZRX[<9Z'1:$K4-M;;HD_P V-?/'VVH"8?M?5$:W=+*K ML7+]0%%7JR:E=3>VU:[?>26[KDGJ+8]QWB^YP:7Y*:,YY/M.[G2CM2\1]!0N ML;9!\:M4H2% 0V?3K]>9VE6"F2]:1AFE5F?AH_G)227;J&2!2L,H^O[,HNG+ M'JJQ.MR;GH3#3^GX6JUVNZNW038 RG-#D3QMWO[5FD1\A<:+6*Z):N]X_6)M M6UG3YHW?,KZ1!%RH5-SX2E;@^4VT]#^T(WCP2LC=KR=T+7[PCM?1O-ZH/=3; M4K\_:>+5A5B;E7N.FQI*ITNRP4A#[4W70ZZ@L]@IDQHNJRT\W6=MBR#@N*5Z MAV+%E&,F<;&LVL='1S5NQCX]BW2:,F+)HD1NU9LVKS%N%4H_ MLU^(\Q<;'"U:)>52NU=K)3\DTBF+BQW/8SRIU*#2=/5443RMDL\RTCV2 #XC MEXY32(!CG* X!W4_W>;5]C?_ (VKMWZ_O_&-U]_+0_@T%9_16R=>SD8VFH>\ MU*2B'MEDZ:SDV=ABEF#RVPUGEZ5*UEHZ(Z%%S.L+? /HQ1J03+%?M%D.WQ$S M%#8-=/:[PW:GE)8E1M$#X=1;F=V@X2K(2P#4L,RL1G,L(+#Y%N6!D6[P3J=I M?++$4Z]I@$5*HM.VSK#8:BJ5#V%3;BHC"U*R*DK5CBIDRMR:+Y81>L[I.;INEOV)4EQ"VR0]4V^D46TUZ1>Z MTG5[.W=MD-IJ64CJ6=2!EI(ID3.%"OUA:&8J5!%[U;O>!KC9Q%\^7#W9%OL4 MC3J353;(MC.IR#V%4@ZW.:_8OFSB5F5G]/15>,G4^JF:84=JI/G1B2 D,12K MID-"\F:=97E@VG[0IO 4M:"@9&LPR-DF:^J$A3:G-('D73F3F5%YB!CW\BBY MES=ZB,VA'%=2*9#F5#%*STXOM;Y&:IC4=L7Q*\;!D)ZQO))QZWC)08B-/+2# M:G5YJV<(.W2*IP#J(^*V8+* !>IA(F)NG3%*J9'394X)I MN$%%# L8$R+)G.)6ZWEW!@*4PF$$%Q[#C_O3^@>@^C%*UW^SS_?W/?\ ^R+\ MA?K3S_17'_-'SB_O#[1JOB_ MNF/]D7Y(K4UP0TI4^07LI.,&L[J[G&$%(4R!FQ>5QXU83+.4JNP9&QP;Y@\= MLI!)LZCYF-0<)*>$)DU4BF*(& !S .ZG^[S:OL;_ /&U=N_7]_XQNOOY:'\& M@JR-J<&N%.A[?0'MYVAM&L3NYK>PUS17C^9JDPA#6Y:0D[BK9B!/U5[%0"#F M0*#8[]5 R#::EDER F^?&7-L&NGM61HG3WL[*/?)*5I7)>_.)&GZVV!4IZ5M M$G!P%8=5F_T^1FGJ*+^3HD&22:0U5;X'\"] MIU.M6/7O)"TOZ.WLCN C7L+LG7ZD=)2-=(M%151;/)"J"\(C4:C)-82.:H'* M 5L&R8 JFJ1R6:#JMN/9*T,W/WZ:>*MSPM;C:U8HF,1=#4Y=R0SV,@$7!X?JC MXRHJ5+MHE#;WNM[V5R+E&[QE6(28@4G](Y+3WLR-=4 MVA4FV[EM5.SD=6>1L3WE)9[C/.KG495C$TQW05+09MN$@K4%BG M(4K7T=.V>J(FD1<1DL_G:IAA MUYJ&%K.M-8PCRE;6M'#K8%AN,?&5%S'5"6LZ*^H+H]>*S"2)H>,D"Q)T4/-I M-G*9U*IDQH3V=%U5IT-);-VCM1Q'1#2'056\==NY<*5G=I7@%IG1UX@MC5V3M4M;ZZHS)& MR;,XN4CKL+V5*W*B:9G6"$H]%9Z9=592K,]GG M^_N>_P#]D7Y"_6YJ_->=WWO]^_UBR_G(:[C^M_\ N7NG_P#)OI_^$;G6Q?-A MUTXIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IB ME,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IB ME,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IB ME,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE=5]^\GG^BN/^:/ MG%_>'VC5?%_=,?[(OR16OKV3G_UNGBC_ %;G^N6?S .ZG^[S:OL;_P#&U=N_ M7]_XQNOOY:'\&@J.][[WT+>+I;8?UCE(<@N 5?8RKB)X MN72=9IVDM>L\M;Y>O3U93F-%GJNU7)T9ISMB[M[C\ 9^*JQ"*Q8/&LLD+1K' MKR#5J9NFI4GU7FC[/O4NM6L%'Z8L]0BJU+5>>@-7S%&JUDMC1YLRO%L]8G*Y M&JW2SIM8IW ,X\!=)/$F4*1PS:N3,Q3,D@I5RS/*OB78]?;CL+C24[*:VI,A M6I*=;K-8EM:[E8N5UIVOJ6\-RTI*QISD!*R2GK-HJG8U(A=EBYQ.$!FJY,X;,I9NL\4J(*+NWC+1-\ZCG*[Q+@4J9%*G-#;7!3=UL9\:7NA[3/QHO:%2%%W\7!GJ->:Z MQEK/3--.Y)[&[%7M$"[CY\DBWB$!:$L42OX;N0:L2':.3J5%LO>O9N:[MKN0 M8:1+/6FP[?U7K?6B^H[:E..MOR:LA$,:>-;Q"K20%I',G4])$:"Z%5-TU>&4J*+KL;C'78VC;WB>'4;,E3K= M>OFHK(?9DC$1R$[%W[4FI'IG,25%RWK$;'/I%B,K*KLQ2F4:_'$7(Z,FW%FI M6WS3>U6&X*BO:6$4L$U7W+1199RD96+<@+9XT__P!D7Y"_6YJ_->=WWO\ ?O\ 6++^Z?\ \F^G_P"$;G6Q?-AUTXIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE<:JR2!!475313#H J*G*F0!$>@ M=3'$"AU$<^JK,;*"3[%?"0HN385U/6D9]$6'\+;_ +IE3D3?,-[AKCS(_FE] MT4]:1GT18?PMO^Z8Y$WS#>X:X:X:M(SZ(L/X6W_= M,M(SZ(L/X6W_=,M(SZ(L/X6W_=,GK!CU#KU#S:'7T>D M?1XG7T!GSDS=NAK>T:Z*_/6D9]$6'\+;_NF?>1-\PWN&G,C^:7W13U MI&?1%A_"V_[ICD3?,-[AIS(_FE]T4]:1GT18?PMO^Z8Y$WS#>X:X:CMO[@>Z/\ A/<# M')F^8;W#3F1_-+[HK\]:1GT18?PMO^Z8Y$WS#>X:X:X:X:UJU%2X#6^K_:)W;9OF\0X M$0LB!<8A5N38%L8D]OA)KO-UAZZ'1_>%U+E]:=<]TO=[N75NX2"3*RGDWU'G ME"JAD98MX2-20HX(JCV*K#3@ML1@]<233VC7)E&0=23R95?%@>+YG82LBR9Q MTB_0<'T>95JYD6+!%-P9(2"N4@=_<(B(WWWC]36M]\.]6_08O\6K%3ZR_<\6 MU'N6[N-0O_WW4/AX'_ZWX?#7<+PFV@1LBR)[2'DR1DV(BDV9EKW%LK1NFV!$ M&R;=J71@((D;@V2!,"E " F3IT[2]/OWD=3WO]\6]?I,3^+53_&2[F].G\"O M=Q8?^-U#_3?L5^+\)=G.1.+GVC_)AR*K):-5%Q7>+2XJ1KDI".8Y05=&'$\> MX(F4%$!ZI' H )1 Q]Y'4_]HMZ_28G\6H?62[FSV]RG=QV6_5NH?Z;KE#A9 MM4IW)R^TFY/%.]406>G+!\7@,]6:II)-5GA@T< NEFJ2!"I&4[C)E(4"B ' M3Y]Y'4W]HMZ_28O\6KE^,IW. $?@5[N+&U_ANH?!V?\ UOP4^17M7S1'X>TF MY/ _3!8$WX0?%X'R8."(IN 3>!HX') <)MTRJ=#!WE3*!NH%#H/1'4Q%CU#O M5OT&+_%J+ZROL<6BR4;?]Z:2/%5HSIQ1I8Y$"$V&-8^0SK8W'E7M< B*S_65[J!GX+X_>R$MO)*@2Z'"K:;4%RM?:2N01T:0'#PSLPJBJ?N4%41/U[AZY%'H?J8]O4.]*@F"KM%S?[M^.OH_";:!TGS=3VD/)H[>3Z!*-CU_BV9O)@#9)F 22 Z,%)_ MT9H)HAXP'Z)$*3]J4 !]Y'4Q(/WQ;UHJ-GOM*>4+QLLF=%9L[A>,#ENJBJ8IE454%]'J)*(JG(4Q MB" E,8H"(=0#'WC]37O]\.]7_08O\6KZ?65[G2NC\"O=QIM:W.ZA[+W^[?CX MUP1?";:D(U.RB?:5\J3]*2:B+:/XTD(I(SHY\/0O4A[>H=Z_28O\ %JJ+ZS?=$E]/P@8Z57.C5(6MPK9J*%>0$ MJ:;4O0XG'KT$ "X:M( MSZ(L/X6W_=,M(SZ(L/X6W_ '3'(F^8;W#3F1_-+[HI MZTC/HBP_A;?]TQR)OF&]PTYD?S2^Z*>M(SZ(L/X6W_=, MX:[(,0ZAU#J[;^X/N#_ (3W,X:X:M(SZ(L/X6W_=,M(SZ(L/X6W_=,M(SZ(L/ MX6W_ '3'(F^8;W#3F1_-+[HIZTC/HBP_A;?]TQR)OF&]PTYD?S2^Z*>M(SZ( ML/X6W_=,"'S3$\MGE,3H M"RR%P0I.G1#("0>VRGMK"^J^H-LVC*P,/S@.UUP1(NOZ% M$PB,S?E0$PUZ/EFP)JN!+XBV#^F]Z^O,KXV3Z*LF]&;;];P?%K\JI#T7OFE; M&O\ 3J'L/C)KR@&V/!'G=>3T/$0]QA+8U"M,9]L*3QG5FA89.28-)"21\_Y9 M?U:JP$4>KCQ!>F]Z^O,KXV3Z*GHS;?K>#XM?E5G]\4VJ_N::_P#J-KGTMQZ; MWKZ\ROC9/HJ>C-M^MX/BU^53XIM5_OKS*^-D^BIZ,VWZW@^+7Y51SM_5VLVF MJMCN6NNJ(W M'WO$1\O)*')C!!E>Q&L<#Y56.Z;=MZ[;D,L$(80OQT+\R?8J1OBFU7]S37_U M&USZ6Y%>F]Z^O,KXV3Z*K[T9MOUO!\6ORJ?%-JO[FFO_ *C:Y]+<>F]Z^O,K MXV3Z*GHS;?K>#XM?E4^*;5?W--?_ %&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_ M*I\4VJ_N::_^HVN?2W'IO>OKS*^-D^BIZ,VWZW@^+7Y5/BFU7]S37_U&USZ6 MX]-[U]>97QLGT5/1FV_6\'Q:_*I\4VJ_N::_^HVN?2W'IO>OKS*^-D^BIZ,V MWZW@^+7Y58.J[8XW)\YV_%X=1B-^4UPHN4A=65KX'BV4;DN06+USW@3U:2,0 M.S%;P.X'P>7Z=1ZYL==DZM/=N>LO/O\ -@R[?NF3FWORN7H^:U$-:]M'E5AY MW/8!UB.G/-?V[R+_ *BFBUN9JU>*WDWM[[R:C_=W(V!TY:;? N.*FI9,M3N] MJ@8UB5>-]?[&A(:FZ*L,7\"62&O%$5[DJ&Z5I61C.YP5A7JX]< JL?O*WUQZ M;WKZ\ROC9/HJS#T9MOUO!\6ORJY]6\C*;9+U0ZK?>..GXFM;&FW-9I6SJ$UB M[U3;E)Q\_E*P1F=22>,ZW=+!5#N8-R^*@DXB4'+D%%$TRJ"]-[U]>97QL MGT5/1FV_6\'Q:_*K8W\4VJ_N::_^HVN?2W'IO>OKS*^-D^BIZ,VWZW@^+7Y5 M/BFU7]S37_U&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*I\4VJ_N::_^HVN?2W' MIO>OKS*^-D^BIZ,VWZW@^+7Y5/BFU7]S37_U&USZ6X]-[U]>97QLGT5/1FV_ M6\'Q:_*K'.-UOKHV@M8/S4"D&>N'FC@7=FJ< +A<'>P:0@Z!988_O6!T@J(\7@J"CV_ ]"XS\ MB'63CW.A;F\L=_!X?#XZR,^*;5?W--?_ %&USZ6YB?IO>OKS*^-D^BJ=]&;; M];P?%K\JGQ3:K^YIK_ZC:Y]+<>F]Z^O,KXV3Z*GHS;?K>#XM?E4^*;5?W--? M_4;7/I;CTWO7UYE?&R?14]&;;];P?%K\JGQ3:K^YIK_ZC:Y]+<>F]Z^O,KXV M3Z*GHS;?K>#XM?E4^*;5?W--?_4;7/I;CTWO7UYE?&R?14]&;;];P?%K\JGQ M3:K^YIK_ .HVN?2W'IO>OKS*^-D^BIZ,VWZW@^+7Y581+S#4+B^:G M(LC=MEQ#2*6I6K:Y.%<.(%TQ>O()YV^0.D]F&CL?*(]# Y\)0OH[1S8O=[LO M5O64N>FV9UFQ\-BPER9$L'! <=O!"/*/YVX\=8AU;N6P=.IBMFXUQ-D*!RX4 M:Y4@E3V<6!\D>&QJ9MH6WCOJ:5@*_8M.-Y"Q6JMR-@K<-7M1P\D>8959,ZPC<)VS[&C&K)DL^2[P,JNH=)LBHL77;;UO*L5\\R38]HEDL?:\J MLO&V[:0#YO"/_P M/E5 C?F!PE7]6+GU97QLGT5/1FV_6\'Q:_*K.A MCK34$FR9R4?KW6[UA(-6[UD\:52K.FKMHZ2(NVOKS*^-D^BIZ,VWZW@^+7Y5=KXIM5_]?7F5\ M;)]%3T9MOUO!\6ORJ?%-JO[FFO\ ZC:Y]+<>F]Z^O,KXV3Z*GHS;?K>#XM?E M4^*;5?W--?\ U&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*I\4VJ_N::_\ J-KG MTMQZ;WKZ\ROC9/HJ>C-M^MX/BU^53XIM5_F]Z^O,KXV3Z*GHS;?K>#XM?E4^*;5? MW--?_4;7/I;CTWO7UYE?&R?14]&;;];P?%K\JL'=#[8XW;;Y-@ S8W4NR=6[' MT?M/465G7PLP'1HR9&=M=Y!=>'O%\E[GR6(6L/V7<]@W3J'/VB#%MDXY&K5" M@5=-D-CQ]\>*\.*\:M6P]?7F5\;)]%68>C-M M^MX/BU^55^:,W]QVW5F]Z^O,KXV3Z*GHS;?K>#XM?E5FA\4VJ_N M::_^HVN?2W'IO>OKS*^-D^BIZ,VWZW@^+7Y5/BFU7]S37_U&USZ6X]-[U]>9 M7QLGT5/1FV_6\'Q:_*I\4VJ_N::_^HVN?2W'IO>OKS*^-D^BIZ,VWZW@^+7Y M5/BFU7]S37_U&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*K\'4FJA$HCK+7PB0> MXHC3*X(E,)1*(E$8WWHB4PAZ/F#CTYO0_P#C,KXV3Z*GHS;?K>#XM/E5^_%- MJO[FFO\ ZC:Y]+<>F]Z^O,KXV3Z*GHS;?K>#XM?E4^*;5?W--?\ U&USZ6X] M-[U]>97QLGT5/1FV_6\'Q:_*K'CEO+QSI>JZ\KDG M*QJ]D.2N1DF+?P61TV+.5E$#+K%/U03ZJ=.A1Z95T2O4G4O5.'M&%FR#)DE# M 23R*K"/X1EO<\2JFPMQ/#PU!=2ML^S;'D;AD8RG(@[^+:E@;!-DL%M;LVKQ& A'T=5U ME&ZRBIC.#N&R:9#J+%)ECU*W4?3V_96RYN;*V7CRE7Y<\C(&[2 UQ?3?2>' M@CP5=[,-GW?:X-RQL:,031AEUQ(K6[ 2+&U[7''L(-1NKRZXF,CKIS'':W0Q MXR4"N64CK3-"?FJ5M3%)^_JD^6!G)@4Y.*IRZ=@<+MO,QOJI0A4W2CXQ60P? MIO>OKS*^-D^BJ2]&;;];P?%K\JLR:# :'V74(*\5*AZXDJ_8697K!PA5JC-M^MX/B MU^55X?%-JO[FFO\ ZC:Y]+<>F]Z^O,KXV3Z*GHS;?K>#XM?E4^*;5?W--?\ MU&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*J.&.KM9CMRTM!UU1!;)ZXH3A-N-0 MKPHIKK6;9":RQ$QCNPBJJ:!"F, )@(4!Z]H=):7>=X]!0/YWDZSESB_->]A M'CV'ONP7-O;/CJP3;MO]*2+R(=/F\9MH7MUR^Q4C_%-JO[FFO_J-KGTMR)]- M[U]>97QLGT57_HS;?K>#XM?E4^*;5?W--?\ U&USZ6X]-[U]>97QLGT5/1FV M_6\'Q:_*I\4VJ_N::_\ J-KGTMQZ;WKZ\ROC9/HJ>C-M^MX/BU^53XIM5_F]Z^O, MKXV3Z*GHS;?K>#XM?E4^*;5?W--?_4;7/I;CTWO7UYE?&R?14]&;;];P?%K\ MJK;N--U!2:C:+E(:GJ45%! H#U'+O S]]W#.AP(LZ=)9Y4C5GFD5 78*"QN;*">)MP'&J&7B;7B M8LF7)C1,D4;.0L:%B%!) %A$UA%Q_W%I3:_#^_;XU'HV#N!M=,]E*QL M3>J?7J02X357:N[4#!O,DB+2X:Q0MGZ+4[LK5P*2R:A")*&3[1S#O$V_JKH_ MJ([9N68_G#PQR:8LB1@H(T^5[VQ)0M;Q$'PUCW2&5L?4&T#,P\=>2LCI=XE4 MD@ZN';< ,!?Q@CP5$SWEQ"#=5J;"<6]&2AF91VXYU?LN+6/55!N%'$SPYP*7QQP3TWO7UYE?&R?15E'HS;?K>#XM? ME5EQQBNFKM^Q5L;S6BZ'2KO17L&RM%:"I1$DR;EFHD'3"3CIX\ VC9>.F73) MXLS.U47(:.%LL8X^.&/3>]?7F5\;)]%3T9MOUO!\6ORJRB^*;5?W--?_ %&U MSZ6X]-[U]>97QLGT5/1FV_6\'Q:_*I\4VJ_N::_^HVN?2W'IO>OKS*^-D^BI MZ,VWZW@^+7Y5/BFU7]S37_U&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*J,]8ZO MUFY;W<7&NJ(N*&S;NV1%6H5]04FZ,F!4D$Q-'#VI)%]!2AZ #W,F-YWG>%;& MTY>2+X<)/PK]I7B??=IJ/V[;MO99M4$)MD2#WB]E_:J3/BFU7]S37_U&USZ6 MY#^F]Z^O,KXV3Z*I#T9MOUO!\6ORJ?%-JO[FFO\ ZC:Y]+<>F]Z^O,KXV3Z* MGHS;?K>#XM?E4^*;5?W--?\ U&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*I\4V MJ_N::_\ J-KGTMQZ;WKZ\ROC9/HJ>C-M^MX/BU^53XIM5_2LHY3:-@2;-6Z2JR@@1)(@CVER5WG>=X3*C"Y>2!YIC'A* M_:<>(D^^\)XGQGC5CMVW;>T#EH(2>?,/>+X)GMX/!6-KGEAPX;)1SCXFY-9I M,5YA:XETCI2 %.1@$M>P.U+T^014%-X0=2T*T1[^QHJ)$<(BZ*W9$>NBG0)% M>F]Z^O,KXV3Z*K[T9MOUO!\6ORJG32MQXQ;[;S"E$U_4B.Z^9%*:AK!K^LPL M]&K+.'J)$G4,LW4?D+X34BOB]G@"1PF4%!5!5-)Z;WKZ\ROC9/HJ>C-M^MX/ MBU^54Z?%-JO[FFO_ *C:Y]+<>F]Z^O,KXV3Z*GHS;?K>#XM?E4^*;5?W--?_ M %&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*I\4VJ_N::_^HVN?2W'IO>OKS*^- MD^BIZ,VWZW@^+7Y5/BFU7]S37_U&USZ6X]-[U]>97QLGT5/1FV_6\'Q:_*I\ M4VJ_N::_^HVN?2W'IO>OKS*^-D^BIZ,VWZW@^+7Y5/BFU7]S37_U&USZ6X]- M[U]>97QLGT5/1FV_6\'Q:_*I\4VJ_N::_P#J-KGTMQZ;WKZ\ROC9/HJ>C-M^ MMX/BU^53XIM5_6E0?Q#I M65VRQ>+O%6(L6[%$_111P8B XI4[6,T9[3.CR4>RLP:DV&VHDFU8RC6YJNZ\ MM'1D--25SJM?=V]!D^=+5-W+7K7TNS*V7$Y@8-BOBF4 QFY%*GF]\X>/>O+" MUKLU8+ ^4>0T;8$I>MTZQV*N!%2%2DMBK.C3D4P<,>D1K.'=61X &$4H=$50 M[E#$2,I4?H^TFXU.1:)MR[;7<22C7U.T2TSL([J:9NHMC.EEHI (3O=Q*,'- M1;M1<.A2(RS,!^>*B0BE5.*]HKQEFY&N1D9,7IRM:7K)M$KEUI="LQ9JR_P8 MFIUXZ/$E28P%.N(&A9ARJ)2L9,@I"!B]#BI72GO:-<=*[M&VZQDG5P36U\O< M8[8%F^"4P2!ILU4I" BT&4V*K MTXXDO6=:D$[1=B,;8M*-89R.KK\OX[VOPT#,69D+=E NW8N*P>VP[-\!$SE2 M?2K=(!, J&34K,#5.T*?NG7=3VE0)!23J%TBRRT([7;G:.10\=9JNW>,U?GK M-\R>-E$%T3^_263,0WI <4J0L4IBE,4IBE,4IBE,4K7G[07E/N+C1#Z(8:0K M>L[!==T[<6UPFKM92TDJT0S;4>TV]9ZH6H.6TL+E0U>!,HAXA0 P]2#U[BX? MU3NV^X67MFT].IB'9RD ADE)/*\O\Y86OV]GA';_P!47N([N>^S M<>J\OO/S=[Q.F>F>GAN)&U#%.5*[9N+B!!YVK1:1YP6(\DFW!A:S8/!S=]IJ M8.XM,X*F* ]HF!7D"(=1]P.H.>G7+@;!WR$7#=,V_P#U[Z&NT!]6'U(@;'I^E MV'Z&OH>;WM- #J--X* 'H](K<@>GIZ=/3YGIZ>N??0/?):^OIFW_ .O?0U\_ M%A]2,FPW+O4O[6P?0U$&S]W\]=N3^I;'=->\&'P8NXX>')TR(MQPSC2<)LK)X.#M4+NWJC>H[N^1@Y,FY]Z8.'E"8>1L!U6C=0H-A;RF5[\? M>6MQN):-S<]IY7?P]2*=OB$'JY])3]@=0]P>@=?H&\7D!Z!$!)U ? M,^Z(%Z?^3IGWT#WQ]NOIFW_Z]]#7S\6#U)+V])=ZE_:V#Z&OT.<'M,Q$ "G< M$Q$?0 OR ZB(_,#_*L^>@N^/YOIGW<[Z&OOXK_J2#B=Q[U+?H=@^AKOU#VA M7."&W1QXI6XZ+Q26I&ZMV5G3[]SK-?;P6R)5L<;.2)95H-J>A$>&T2A#]0.1 M03&,4O: ")RPVZYG>-TOF;:>HEV23;<_<8\0^;'*YJF19&##F@+8",W[3J#ZK^Y=VO6'4W=QNO7R]3],],Y.[QKN2[3YK*,>2",Q-YJG-NYG6Q! M4 FY("MO@S8=>5%1IN?[4>S/Z"6G^1GF2_3_P!O2=E;.)F#UAHEG#+S5E9Q3>6M^PU90D?#626@VAY%1E5 MB,Q>KHQH**@D'AE.<2E$0#J,[#L;30I-S5&M0;6/"]=C^F_5UW'J+8L3?(MT MBBCR\>.4(8"Q42(KZ2>)C^-USK^Z[3O+IK9]S+%K.OM \/'4.G\-K&-%=^W(XA5=2Q%P+\34/I^T+BW6R4 MN983/"Q.00TY9=MSQ+Q8Y(B3R$0D%%H0A 554*B)BQRY%.H MH*IF/D RK7L[[A]]OWQ86L M8CQ:C" .6A$KM;*O$9+JK/JPPN#(D.Q?U]JI-I&JB=B#A-)LL G$OI /OH$:M)R( M]7#A8@\1<=O;PX\+U47U>8VRVP!U!B>=JUM!@LQ.A9. ,_'R&#<+\#5YP'M" M>0]KB&5AJM7XO6>OR:9U8V=KNP+[.0LBDDLHW5482L7 .F#Q--PB=,PIJ& I MR&*/I 0SZ-@)%Q.A'C )'NBK_&]67+S8%R<3>\>7';L98-2GC;@1D6/&ON:] MH/R4JT>,]-:PT.]B&+^&))M8NX;$1DU6#^:CHQUZO4=U4[0KU-%Z)TO%#PQ. M4 ,( (B%.;9&AA>;FJ="DVTGC:H[J'U<]QZ?V/+WN3=(I(\3'DE*\@KJ$:,^ MD'G-8G38&QM>];F<@JZW4Q2L9XO\G?57^F:&_"-1,S";^M>;^AS?I$U0$?VC MQO;QOIL=9,9A]3],4K%#F5R+=\7M/!L]LWJID$[5#1$O)W1W/MJY6Z\JUE)> MQ65^E5HF;GY(T3"PRYTFC5 5'"PE*!BAU',%[RNMXN[GHO,ZQFQFS$Q&@40* MXC>5LC)AQD1'964.SS*$# *S65G0$NLKLFU/O6Y)ML;:'=9#JM< 1QO(21<< M+(;F_ <;&UCK0J'M=U[J=^E&W[AY$N&].;; 9-+K:=PZ^>R-,=2L["ELI6=W MIM?/D7^#!?M*JWW9/:[H54CDLKN#@49[$@^5LT;%[?NU@?5QG&0AK M)*R3MG7H25>NXZ&A *L]6;I*%;F61(/<*R7=4VWUS>M]X"1;=W8;ZQ5-C<+X[66UVUU<:PV/.W;:L#3;8 M.OK#%U2VME9V6JC6.KKF&LT,3OE2N&AQ3IYDAC82U3C[ML"2!)%WB M$RZ69UY-@B(P1F61IE22[$"-5(>07LH(*U#^S^>5/Y%5O7;RU[-X#N&6N=KQ M&V89U/L5[KY5\"\U%,B2T$6\E7B'"C8JR#DZA ;BY X"6[Z?\ MR@O7_3N3E[?M7=GOGWS28AQL_&.< ,+'S,=,A9'R%P6@>2/'/G$\,3-+!$8V MTR%I%AL]V[E-EW>/'ESMY@]'Q9"S02")3S9(7*Z0AR P5GNB,P"NP876REKA MVM[1#7-RJT%:]G7[V?LU1;%*2.K:3; W+L15U*6Z=FZ01]4*R6K,CV-E9VE@ M^#SM5=F(.HPHM'R:A/G9LC\+UU^H]PR)9,;NWZA78DQFE7)EF:(C2DSVGQVP M>=C(H@D>6:0EM;#1[#NV\UWQ(P&,S&TE!S#SQ&K. M"46;NGTDBS32;*J*K&EC%.Z.+C(Y_7BZM2^%^#/>FZ@4-(V.N?&T8QD9$><9 MJX1PVT:UDDB68NL++)Q.M$N?P6;?JY@WJ#S$D*).38ER"0G*:<2B]BH8H 7! M7Q$SI&>TJ6H438:M!6?AHSINC*%+/[5\';9MR<9:]KVNGD14I2!DFD35I%XC M-PTC(LT$XX1-).$%TU"(G,<"#P@]?2;(CV_=4Z&W,=*;ID08N+EMG)&V1EY" M%H8(<27#CR)(Y KRKEA1C>:(T[R1R*V.O&3NI2(RXS;G'Z4A#,\0B#:8TXL[ M2+,8P5'DF,GFUCD[MMS66J7Y-+&L]WVQ6]8S%!9H;RK6R*TK M+3#J*ES2\/>=>PZ5:L,$V:'D"Q@ MY$[_ +A+M.QYFZPJKS8V++*JF]BT:,P!MQL2+&W&W96Q^YWHK#[R>]KI?N[W M&:7&V_?NH=NV^66,*9(H\S+AQWD0-=2Z+(64,"NH"X(K4%4.:?M+KI48.Z1, M#P%+$2M;@;/(>.KR&!:O,;##M)EDE(%(Y,#M8"NP;#Y7QBB[() 'M$IS>:F1 M^45Q8I]Q3'VR#(Q-GE>//F35HQ-!90SAYU>59'4PQ\A929_@R "COZ(=0^K3 MZD_374.5TUGY?>R=Q@S9\:/2.G[9#X\SPN8[KY"^1S/A=!$1#$7#*+A'E=[3 MPOD1-">S_*G,CVUU05N1';.]2AT%M\_[F907," BY!'HY-V#Z ,8M)_RC$$? MFC/M,0BW,VV]B>&?P'ZE^V+PCF$0'SH0Z<@\LV"R/'#CN#]1YN:%RN]LOC?N M@6Z?O!^B\GRSIN_P>N\8U>%5/Z7E7[4$RKUN6O\ $'400JMA;G7Y#$& 0[! M.JN]/Y@4W!&AP\)8&XK&(L($ #"(#G)?RBA>?+PUV5!G[8H;<(R0#@)I)=YV M\Y*R+"UHIAC&9TF*Q!69EO\ #W"^HTJ13'+[V^1D&V.P7I\\]KV"H--U+CRD MYF@,EVN #7P'++VF_@,WBD1[/Y&.E%"H0S]93D45*3=CW%5:E3*L==F=FJ ) MKG7*1-(YB^^,4P&RB/RC^",3%W.;;(8]FSW$>'D-<)E2\0\:J)S)"86 CG>= M(XHW=/+9&#US/5&$+,P!X BU1-2 M;Q[0FA;8W/LNNTS@0TV/N ]*DMGLUW._"%C&U'@#0$8Z**J!^@CW%+E>X_E,MWW;#Q.ALG8E7==AAEDGQ6=1)B032)&2RLW,6. P?5M]1';]PR^HDSN]EL/V33OLO9F,DF-@K1)Z=IVZ9+SS2WR*LC<*VND\9.9 M(K*>D#F>RR*A/+.A/XROBG.'7$/^9)M@VN+J"3;88^F9Y1%%EN'"//ZV%B1<3/=GM$F$W&$8ZG]FXQN<$R/ZF9M8?=;:9AHE6-80BWJR51$C:/0- M7(EHF9%)P01C&Z1>@IIE(6_'Y0S+.Z'IO[W_ /[O$7-.!JCYPAO?F;;M44?P$^HKYMZ0\^[V?1&K3S].P:-?S.G1S/??!ZM%N9Y'LU7 M_E;>TS\FK*EB_9_*0C=86CF73-R-%%)^!RE(P!J90K]9=P0WBI"5,2'0 3B( M"4Q0C_\ F2[8=JDZA3;87Z8AEY,F6HX-T==:PG[W;F.UR^JQC"J?(8%M0>RV(()X4>=?/*@;3X] M5O=-0X@.*?N??&M=/O$M9.-RJ7!I%[#D7+-"V1:]C>#7RM4T6AU$2K]RBO0. MJ90'KFT^ZWUTY^\3O&V[N\FVN+#W+/43("=9?#,D<:Y2/'/*@CFY@> /9W4, M61!I+5)/58]5+JWH3J_>N[3<>\1.HNFNE-RW=#N2[.,1Y=OC5VQ95QT\X+$N MJN4LJ<;.3PK>7G?RO+BHXW%>7.L-1;3V6SC4)EWKS7%XO+6(=.E&+:5D#"( M'[./P:Y/UTOQ?_;I^-#MOW&G_?*?4J_/E'\LO<^"O'#J)A( >NMK?MPZ=2?S M=_;!U]SW.1ZSL M*J3U.F#$F=J"L@UG(]Q'J.FHGKQ2E?,#J^,B/4!*LF4?1TR5V/HS=-@WC%WO M"RD\[Q9TE6Z&Q*,&L?+[&M8^P35AN?K([-NVW3[9D[-D)D:V1'R!7&TOV\D*53M?.=9<692J4)A7X^M1,G(;1>,F"=9B0A(@Y6Z]=42,= MO'=R70WU?C[Q$BG):N_IAW",EM]=1U6 MI"24F96.?G=0SCUD,@[6,#E=?Q'"SO-WDE(IQ,-);4;,DGDQ(.).1< F2N MCT.Z?.CG'T] Z@4O0H% 'X-2IVA%SUI0B!W16@IE.)3 43=>@].F4Y M>[G)BC,ARE( O^I_]NJV/ZS6W9&1'C^AYU,DBK?SA.&H@7_4N-KULFJ4X-GJ ME8LIFP,S6&O0LX9F"OC@U&6C6S\6P+"1,5@0%QV]W:7NZ=>@>YFMQQ%Z[0D6 M-JM-A]N2V?U9:^^NG9N3$OV@@^S)_I>/4:GVVE^QXOGY:DW(>I&F*4Q2M"Y/ M:J\AI$'TC':CT,PA_75G9QI)J^W\) (^"L,K#HJR"C>HD9BZ.VCRJK>%U33$ MX@ B =1Z==5^M[MO2W5.X]+ML&5D2[?FRXYD7*C4.8W*:@O)8J&(N 23X+FM M:[AWCPX&?-@'#D=H962XD OI-KVTFU_%7V/M1^28$\0=7<=D&$Y4E 15,0"U(1,5)80( M<0]!3CT'H/HSB?7=VD<3TWF6^RX_#Q'_ ''A'$>,<:^?A3Q_K&3XQ?H:^#^T M^Y*KE% ^IN.RQ%RJ)"B:[[&4*N7WR:R?AC43 J =!*G00'YN?1Z[VU*= M0Z;S 18W\\CX>(_J'#V*'O2QR+'!DM^R+]!43Z)YG[JX\ZP@M3Z^TSH)M5:Z MYGWC,JMQV4"QE;'892QO#.#!43^()74L9,@B(CX1"%]P #)SJ;\H%C=5[U+O MFY].Y1S)0@-LV.UHT6,6O!XEN?9)J*V7KS;-AVY-LPL&08\98B\BW\IBY_.^ M,V]H"I:_6<\F 4* ZAX\@L8XJ%*-SV2"IE 3!$5"@-/[S'*B(%$0](%$ ]S( M'\=[:+7^]S+M]F1?4*E?PIX_;YE);]D7Z&OT/:>WEV^S(OJ%/PIX_P!8R?&+]#7(7VGG M)TR@)_%)Q] P]![?AKLON @B =_;\$.[L 3!Z?<].#Z[^S@7^]O+M]F1?4*? MA3Q[7\RD^,7Z&MJO%#=$QR%X^ZYW#8(",J\W<64V:4@H61=RT2Q>P5HG*TOZ MND'[*.>N&CD\-XQ/%1(TZEZ]\_K M3O?\J!DUO7O\;["A^=J-VWWL_P!DR?)J4\A:DJ8I3%*8I72D@D!CGX1)F9)4 M63H(P\@195@60% _DC/DFZB+A1F5SVBJ4AR'$G4"B ]!RI#RN:O/UW9<$7KA)KT-RKZZ74*4M% M;JV34HN)K+:>04N;1[VNG M^G.G-ZP\/I_(GR4DVZ"1FD*$!6C580-"KQ:)5=KW]^+6%81T%NV[[QMN1D;M M%%"R9DJ*$#=H8F2^HG@)&*K;YDWJ>WG#GC-(+>.[U'7E3@TJS A?,S::*#"G MP36K1#!LW2E2-VK!U6&#>-E$4RE2FX]NDVD2ND4R$+JJLZJ4:_J/6M5ND]L2 MO4^(BKO:&2D=8;*U35"3EVBTR\L"R;U4ZQRJG6EGQU#J=OB&*1),3"D@B1-2 MI&Q2F*4Q2F*4Q2F*4Q2F*5@Q[1O:>R]+\3[_ +&UE7*[:7L&Y@D;1%V)&57( M6GS$DE#23^+)$/X]?UI'/W[54.\5$O+E5ZEZ]!#9'=/LNT=0=;XNT[Q++#'( M',;(5'PJJ756U*PTLJL.%CJT\:PWKW<=PVGIF?/VZ..1T*APP)\ACI)&DCB" M0?%:_"HCY#[*Y L:#!/IK46F;\Y/QTA)_;=-M^H;-::[$VZ\WW7]?->+F02C8 M.*LD<"B[Q%P9$8ZKRKTM]^>_&[1E-G<;-'%J*6P'=.=V*7U/,6"]0FK:_1-* M[!H#V-EIZ$BX*#;T&6V!.O;&=5P5M!(P2OD$'2S=RIBE41ONF]RE7G+C2M-< M>+3&P\UONL5JU.M1;$J01CJ@:L@9>E+V"JC&V&RPM2-:(E>/>/\ Q$',Q"L& M#AE'M0<$*@I7TKR2KU/>TV*@N$\1==GWO3VKMEV=I4J5'4^=>3%KGKE289P] MA"TZU+1]+C'&NNY.1D)4[QLWDHM))HKWK&;*5%$=S.?SY*Z+V&]EM1[U)O*VUA)M,T;4XQ1G'+$]8JN$)$ZRA?+,TW*E2* MZY,1E4F8V@2WLXV\+%PL9+6:"EXR*@7>O*X\6.A4+%,G6;ZK:R43"Q:;4Q)V M0C8MZ\;PIV2_E'";@R+=2KZ5Y>[-H4-I/6VN>)9R3]KT7I/:WJR'CYZH:PKS MJ]V^OPU^UPDA%4Y^K1'54CI=T\1=2"8!XI2IF:J'!4"J5;"GM0[DLYVJ:(X4 M[Q?P^KVE+##7%-87,PA"(1[EM863P(UE&+H/D MI "J)-%GJ;1=,Z1UC*%,4JE9'8I3%*8I3%*8I6GOVL/\X.!7Z4TI^!'9V87O MW]BOJ!_:CO7_ -1(O]-;96EGE)QAO^\-VL):C;L@=?KAJ=O M2L":T6MI;T*\>5N31W,04!$+^!&EEIB?:%3FT%6I2.(T$73614*Q5C]VSX[S M275PIT]G&]KGB+<.T]O#LM8\+2O5/3>X;UORR8.:D!\UT,HD82!;R7*H&X7+ M+\(+ % &62R&.C$XO*6YJ9R'K.U'W)F1V90JL&P:[: M*B]V7=Y%=[.2;W8/E5YZ!; %-F[7$JVY@5\=ZD@Y37;"( D0+B+'E2?G-)K M7B"+F]S?M\%Q?C>N6R=+;QA]00[CZ2>?;8>8CH9G(OJEMJ0'ELXUJ"6 ((N. MP5%9N&O,:FURMN@YQ&@FU IUBCD5YBUVUI3ZZZ^+J5HD)/IHNVY$3MH5R_\ M%7]9*+@#E3SA1!VW0 :?FV4JCX>P4&UR;#A:XX?)]OMJ*/1W5N'C))Z8*"&% M@=3L(U(A:-&L>!"WN=9/$Z_?**EICQ]Y6UZ8HS^8YJR+FQ.;&T9M(.?L+D]; MN#R'@-3'4JR5>;0,&6P+F@J)?WCXB!&[ETK+I/3 D=F8R%3E9((!F-[]ES8] MG"UA?L:_#PWJ6CZ=ZFQI()Y]W)RBXL&8:'*IC^0$ 75Y$66S6L3K#\-%Q"5& MXK[T>+"D33'54,QHT?9WT6Z6I,= AKR1 T MM'I*.78O>BQ!/XRHTUQ\L7D,X+7)U7;LX"U[7'8>(^74'@]+=7X^!)D9.[QR M,TTCZ^:VGEL( (@YN(PG*<\Q06;5Y0O35IT^2B-&4&BY"D%@0 M1N:K[W.$738\74F(/;M!DVNS?0L1@[EN]*%G$C+W6;B-0 M-PULK;^(/&]_;KU+Y.5XI5&FY_M1[,_H):?Y&>9+]/\ V]P_LF/Y\5'[M]J\ MC]A?YTU)>1%2%,4KRCCO*LZCK5-86"'LLBG/SVP#KOX)BV=MH)FE>[EX;^3! MP\:J&;KNVX(?.@/X:BJ8J"0IRB.;X\BQX< :_&,=G@[:]'NA=]Q]IZ"V..9) M&U[=CW*@$*.0O$W(X$V' &UQ>U0]OO;7&C=M">5#:,7O!O4V=B!0JL#2K-&N M99\W2EX-1)LFW:2)G;)PQ>N3)^9;)K(*^$X;"B_2:J$YR2XTB:).9IOX!;Y? MR/:XU(=0[KT_ON V)N29:XRR<-,<@U$:E[ O$$$VN.!LRVD"$1U0N.?#RCUW M=+ZD:VV>DIL&+)IW;L--6=V5TA7]D2L4S$[J3L4H,>S:K&K"#]RZ;KKJ(E>K M.%0.HX6/G".+%1'Y:M9AI:Y\!/C/M WJ+PNF^D<*',DQ,?)US*89E+-?3,0I MN6>UN&HD,2-18\6)J'J_Q=X5/F;(*[I[?2K2G1$C;F]?E;L^;UIY-6+6S-Q) M1PIS2SM.>E)2!(I%%>H)*M'KI,Z9EC)^7-E)8,+L"26 O[[V/:XD]E_#45!T MMTD\:^:XN:5A4N$9FT%GA&H>4]F)6Z:@"&((U$:35XGXJ\/PD7K>4TYL^$ED M83>UP\D:XE<5%N-^O$5K:[RC.S/$/4<&]E;-)'FDG;'$@&QMX3Q]BU^SA5TW2O2_-*2XN0DP7*DMJ/+!ED$,C:RVE2S MGF7!&@7?%D*VSV$:K*7^827.PU[K2;:1['U MA'HVL;#!T]!NSD$BJLBH$=O"D*FX3$]-XL$II',0^.VH^ $=HO>PX^V;<:A] MTV;I5ML&/ ,O&R3J02Z#(;VAA:W$ZM:QZ5(#+;4_ $%LG974_#/8MFE;+9JO M?'T^I$1M-GC3T@]@4#$H>O(9%A",D""W5"3FX#4Z#4Z3 2+NU2F.F4R#A)4] MP4Q9GU,&UZ;&YL/)7A[H4?F^W62R;1T?E9#Y&1%.TAM&VHL.*HOD@7%B1$!9 M.+6N.# F1=7\A=&:B9P&N(<>0,E%22T0A$N[K5Y*;,P5FG4@VCO \HR:N$FD MXZ9.ES^$@?M43$3)IB=(JGU9\>.T:\RWLB]OD=M2NT;_ +1LRIMZ>?,C%0I= M&-M1-CV7&HAC8 V/BN+S%+;BJ^SJ!.EK[66;E5Z.FXR:+5!51M6MGP%9>*KM MV[ITHQ%VY626;D6[3J(G'J!5$U"%X9+K)AS:>SEM_@-JM>N-ZQMSZ!W<0AP6 MVS,M<#\Y'(IO8FU^!%[$@]@(('JLS"*\V*8I6,\7^3OJK_3-#?A&HF9A-_6O M-_0YOTB:H"/[1XWMXWTV.LF,P^I^F*5@/[1&!96K4.O:M),%)6-L^]:#79"* M2E7T(M)L9R/L\8[CT96+=,95DL[;NC$(=JN@Z[Q $54U!*<.NWK99V[;9ZO/ M4VX;#!'E;Y%C8[8\$A01SS#-QN7"ZR!DF25K(V.1^V0Q@!!D!&9=W\6/-U?A MQ9;F/%8R:W )*+R9+L+$%2HXA_SEM9N%K50;V[1$-IB4L56 ML\G6F6Q',>9H$Q+&LDM89*L/G!XRJ)VN[NF7FT2^/'+G%F*/O$5";-Z;VGU@ MNI\;;M^VG/QUP\N"#(V?).7C8V7U$ZP%8L;,CFCUP2&+'#0LZ@8N(6QS).TQ MR$QW,RNDL!IL2: EHW=,F/ERO'A+K!:2(J;. SV90?A) )+*%T&M3=VX:,-$ MZ/L2NDMH2\?0+UR=KM+HFP]OO*=(ZGBM/VN5MVY[?*W&Y6ERT27;]2P[M%*F9-DPQBWS,G8EV?'E;'D]'QS9)@E;WV0PD+2+/\*NJ MYB-AP:4!641*C&OC0P^R?N^Z-5:[U?%VX+A3+6VI^J+?,2-Q)"/K-JRS!R(K MT&TL\I-RE<,^U;OJ/:4 M.>4KT9NW7=-H^RMC2KVB2^EW&HJ16Y\\12[,9!_;J_ 5.&=D7.HN=FBP7W;CM;-AXN$N-E^DLM\F#(EA+I).)< MAO-F>0PR3C+E+J4ABL\F/I 8.)/EID)M(#2PY%IGE:2,8R!&17(*I9!KTC6$ MY2Z2"S60VV+[(U29N#9YK;=K6FT.-N*?P^=+;)<.$;;=#T#36P:!$Z[ M)O-X#9$>SD!;L3E"23%JDNX=,+/+,V ZY<:NC8]I3#& MLBIC.]^9J660L P"@.J+'<.JRUF+PYU]P@Y",>2=QTGJ:[NVFTB)TN\QNQ[? ML$S3<%'VW3=<;D:7>#9V>?4LU>:N(*6B%HTYCQ\LT%@F]2!L"?A9J[O'ZI[\ M^B<[8-JW^3!_"/C8[9.+T]CF XJ1XN9D8QR99TB2+)R8E2:26%961F!W'688 MC$T[LFV]*;NF5D0K(-D:72V:P?F:GB1M"J7+)&X=5#% 0#YO;4==9'P7$30N ML-P:8VY1(&>G+R[Y.Z8>6+;%IV3;[5:YJS3^RD8Z4&SO+%*NS6J1?1-AV_5"[UNL.I>_?8MBQ,V'=>@7?.63,#8\!Q)QC22IM<" M10PAL;5 )P%C_;\@DST:/3-&('O%ZD,J=XCB[JJ0Z(0KL)$#JG/8L[6 MM/ZG M[K_)V3])>M]^JM_Q.]W7^O&Q?Z3Q:UEZ877/IS1QW14V;PFJ-03,WKI4B()K@<2@W[U ("X&%D %4 R@?FYZHR M.F4CQ[^6UPD9K*@5[Z?-M4F@3J6VM0DRR3+W;[RHHE[QNJ%@)DQSO^X^ M>H=UP-U@V_%PS+ B*<8B)QZ0U3!@)R>T, 7L05,AY[,@/+,>J\[.03.H:WF6 MVOZM:'[Z/<3<.WK6NN0<(OMO8,634#5/B9$O[!%D1B-NQ26QI9H>SRAEJTV] M2+-E6B)TY0(V6V_NAZ+.1#MV[[WE[=MV!DP+@YR[AM[^E8DCS%])9[Q*QEVZ M)(\7'3'*QY&*F6V)KF6:"62.FZMWW2TV/A+-/.LGG$+02#S.[(PCB#$!99#S M'UJ2LC()BJ:'5+UI'-?=T_K/9MQ?Z\A8"YUN\Z$JMI0D-=;5B=>\=:ULP6S* M]6&:AU9-W;;M*\;'+I=I8%HKU)Y!T)3+MVK18'64LKNMV';NLSA8N>KYV7A9 MYFV]=PP4."FVJ\.#E[:NAHMM?-D=3B-(4G(>8J\N/.20+-+Y1-E#SVT!59&- M10?VK.SWFJ[ILV(X2[$KUL9P,@UK%*M$G975492M<&W^/*3,)#:S)/PK8]@@ M6B4$5J1PI).9=%515@5?N)F#=Q6R;1U]#MN1U/MD^[&/&3-VO'5(\? QS+', MN5@XLL_+6>#'E.;*YF*[8ZY66WG=^14:.LMQRMC>=,#(3$U2-#DOJ,D[Z&0Q M32*MRCR+R5&B^0.7$!';74MWWG-<=<[&V11Y375CEZ'2Z[.2\'-1%+V6:[V4 M\-3M>7F+GGVP8V.L4!":^MMMN4A",V24*_6:OX59XY=D4 [$FOM@[N.[[J7H M;!P-LZERTVW*SH8SU!+E8\,HR'W#+:3:8\>1%R'&/%#%G,DF5#JDR$SDC,95 M#-9W4'4.!O/EB&-1E,ZDH"S,T-UC?@C0E@1<3SQ;YQ_F3OG M!DTY R3=$4TU+#O)Z#R>C9Y4&/DHWG\D)?5D- MD1LN9JTQ)ENJYL,I7':$W/3V^+NTIRFO?"?UT(XYKOYYVY*^>1,NZG)PYX-LN)$3 R M< 05/' OAOQ+XA )V&+FQ/4YDCD[\MN]"S'>-C.5+)/GS2B>;%S)E>\WSQ!B9H[H>H5C@1="2Q+! !.RW(U MK?3H)U0 Z&+:@:]$V>]U>.]8_?7D]Q WEMVP6R_P"E=KK:TL,O7]$0\,Q-M#:\'7K"PJ;VS2VQ?A7# M0BTG"5]=Z[3J0LE(=BFY>-(-XV57;GDE')>PFX[7G9,[S8LN@L$ \MQV'CP' M 7\D\!?@1<:KCSAZ9ZHV?;,2#"W;&&1"C3LQY,+,I<((M#-9FL.=J#M93(K M,(PIB..X6\]64S%O);DI5K=3F5RW7.6/6CS9&]:^;8 [&T]+T)K8W&R(I5Q. MTY1_:5D95I76[%[$5!TX7!)%E&*!5E$6.W+Y4ZR%1$;*]DNC2EE>8 *P07-7W0N* M'.NOU+;]>M')VJ6F1V+QDT+H2C2HO]HBXU3,4]]-0FT+P@LK+).K'9U+T;-DXL^/MTL:0;AD9$@M#:97"M%&?)LL:NBKRCK2./5;F,S7@L.-'M M#XRU1!M9\W-41ESC-=-=31SZ1V+8[1&R3FKQ&N&<-;;#J&SU6ZEL5EM5&IBS MAZF23:R+"6FAE!?R!"*HN[7T?O22#S?+C$@30+L6%QI\HHP:Y*@D\006O=AP M,S]\'0\F.WI#:,EL5IS,0(D0@.TI9%G1X]*)(X"DH59(^7H0D%9:>Z$]H>T\ M2?<FUHU@K6I6D=L"0CX+3!S66TQUAKEM*62?H W M$7C-RBD@/G4!N3A;T+N1M+S$Q M/Y"%6A\E3?R74D^0U2C==-M-:UTSUK(P,Q%;:5GVB'>"T284FI2.6QDDDDPN9, M3=RHT2(9&CA#-J(LZ,S.0H4@A[@>#LXBUJC<3=>CXV8S03C'3*S&2,1JQ:#( M2-($>4RAE,.ECV/Q:ZL"2:AVP\4O:4S4(RCUN8[>2D8BP0=BBIIS/$KLND>* MG[:L^AE9&G:AADW,'8*V:!;O4'+9R595!V =J:H@I:MMN^LH'G(+ @@WL>!; MAY*#@1I!!!\-2L'4G0,4Q<;45C9&4J%U+Y2I9K/.UF5^85((L"O:1P[\!H3V M@$&HQM_(SDA7MFTRCZ7WJ>U0E?ES02,C/6'5VT81)-Q6(C5M9:70BHQ/MM+]CQ?/RU)N M0]2-,4IBE>"W>^BX>Y.:QNVS;1KU#J^LZ]OBHS3"\5%KO\/[?;X.+DUHF M0=E8*.59N7:H.$!:N7$BFD@U0$ASCW>4_4'5F3MG>1U7TM@X$V7GYW4[S(T$ MQAF'F\Y=U#J-5@B.RMK58R7D>X'#K]F;@\&][A@10M)++GE@4;2WD/LJ460H(*)-Q 4L9WWO DZ@Z=EZ?DV?/;'>3$,DKR-)* MR8_)4F1ACJ.8Z1\M7LH\O6ZL]]5AE[PV)6'"5H!JS4Z5S$AW$GKU.0O$ _.W,TLL>3;1 B92T,Y>@WNJ)+IRNT8 MN8EH]1!0R:DJ[.V>E<%.(H0"MZV_'RYI\%@DMD87\D\OB%(=&[(RJF_8H!6W@N*)T8DS:3 M=BMG.N:OSOC3?64G=9FTSUU"%IUMC[ E)N%;U7(*[P\'%^\7,KX D[2"B8 MI8C*ZDQX^H&C=/OM5;&N\C)MN;=L*Q0J2E6+.$$&K=GVIQD>!Y %'IW#D8SJOJ2+J# M9<6c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

  •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�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end GRAPHIC 62 g856091dsp026a.jpg GRAPHIC begin 644 g856091dsp026a.jpg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end GRAPHIC 63 g856091dsp026b.jpg GRAPHIC begin 644 g856091dsp026b.jpg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˞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g856091dsp026c.jpg GRAPHIC begin 644 g856091dsp026c.jpg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end GRAPHIC 65 g856091dsp031.jpg GRAPHIC begin 644 g856091dsp031.jpg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

    T_;D]7KO M#JPH!AT@JVN9))2=_6;9;8"BRXM>2:VLJ-"62,LL[!X14TV?KIJN]M9:KK+7^6EZMIV#:E7UE1*2W(CH" M%6&K*8AB=W%T/;$BE>6-,&TG:_3B MTMI:??;%2P.GJPVZQ''J$R*O7J1JK7UKVDJ5G<)6!JUVV84G0>'O,QJ&;MDB M4JT2L+2F?8,]. EC<,S %1"\(G]:NZP*ML6*Z(7@[/&6J4N\S9]3I%,CB5LI MJF=5XW? !#@9IH\YR(6?U%G/G/ ^W ^)Z^0 M8SD6 9%X]LAP(6QL$UW"$0Q*O\ 14FK);*D1127]!K#AA(!G S YX$AZS@C15M; MU]64> 86P5U"(I!&,!IYRHT#1$6%!'VT!JE2(:A08%$W@P(PS.1CS^HLYSG/ M O48PEA$,8@@ .1C&/. A $.,Y$(0LYQ@(0XQYSG/Z8QP-?O6LUX<-;3[6< M&4EO=[[OK9O8$)V5)"\:QAM2]9XZ5^\D&)\?40Y=ZH)81F%)\ !D7D0L9,$, M0@V"<#7IJHZ-,EW&[-7Q(H+7.4>N/7JJE"H)1Q1B)LB6J]7S5,P#^N?/MG(1^[@I7$)_%M4^OQ[C!,V7=@FUE25S(6$3D0ART4 ME3*>(QVEVB4-'C!.I#-J=JY9MZ*A(EB(EM<)ULC*BZ/@:5Z2G%C<%A; M="JXFQI.$^0%EG'A$?GSE/C(5W>G!DT?M,J!)+ >3,>%F309R:26$00'[([RB<:W_P!7G!2D(D[G MH9KC?NXW[*&>A3?O*Y]A%3'I5J'665CF<)O0+;*G,ZDX$JD191R-4W$GA4%D MA/"8%Y1S6='K3L9UB,JE82Z6[9]R[?WCLW8($#66NMR_IUJQ(S+ E*_Z21*F M2MZ95@AL92B@^6Z/M2)"$8P%"&,)W[Z7-.*IHT,6I@Y-C8W8:7,>NVNH%)9* MHEKLVR"EY)MAN#<8\,1[E'*5A+>\35W)(4@4&MAC&4 HX9S_ #.0#2M2 M O !9,6+"P^,^>!"7J$V:LC8W034^VKVEZNP+=OF-6I/Y!+4,=;6>-)'0JV9 MB9FO4!3*/*1.D@3*>4SMIV0>%Z%G^<9F3QYP()HLNS54/T>@LP1JINYW"&%J5%NC>P$HIFOFL>CX(*Y.6E(&O6)T8#E)V%ZUK:I!'G5&\LSBX-KHN9'!(BBMJV5*/S;0L=I\""8''&\#\ZRIL.:$Z")JW162H MDSZ2C85@'!HP:6VM+.@0A(RK6"/-4&J AFC@8CON[H!K;35CWM:+D:UP.L(L MXRE_.2E 4.*LM&$):%E9$9AI&'&12)T.(;VU+@81*UZDDD.<"'C@K)N8%T?*&^U%ILSR)' M.+45_)E#+[C<""1B6)&D990=6 0X#C 0XP$(<8"$(<8Q@.,8\8QC&/TQC&.! MA>RJ"KRU)W3-FR,E^0SNAI0[R:OY+%I&[1=S*)D;1EFE4/?5+.H3&2&OY:02 MD-=&55D:%D M.3)U:\I&(S"@Q$E4+"2S#4+)&H/'G"M(\,AE5E)R?C\@.)7&8% MX] ^0D)P.>#N7U!CK+^0W29I)+Z^BCN=7;#L\^0,U:"05M.84ZHV_3KL AX4 M)F#T-@:<6@X(B9*>$LXI?5KH[X5%F :DY8@V3]=NX:[;RE'PRP6-IA>R- 6 M_:\;5U\R.)3FPQR\Z^3-P9"]0A?A2J4.U56*@7II#%5Y@A"4LKB2$8A'%'> MGQP' WVON+I]7+4S+T6%R=Y?S]@ MH+,&Y-DL00X/2&..!C&UB3(!E+U0G5W^!, E.+!YPS< +_K$'@??7JNS*AH.D MJI.);4Q]:5)74"4)V8C"5G)41&(-#"H*:DV"$V$[: Y +! /C!ZE>N/7'CQP M,P<"!FE HDKL#L$=(V!O&XJ=Z9.WRU:7DG\8H-#:#M M5+RDG95U10#+>:8=(\;TS0#J$\ 2494'H6.L)S>8ER5DPTQR'8Q9H#,#"$K" M00BREOFJS;[:0^0H7E%>&T%BM,==A$E("6 M&K=8BTVML?8!G#4'XPVDR>L)$_8&,WQDU^.-R C)@B"@A+IZK(M+A2TLD*@"$2MM)/3$-!=00I+*"OLGAR8HERGT#\ MF30%AOEX&A_13"ZZ>W'L\O9V7MSNRTQB%:Y5DH9!I#D[,)Q):&ZW(W)%[>K. M1N4C1/= ,:PDK("U#:FK<;#,JW0 MYH3M32S8%KC '@]&RLPF!"-=)$ I$XN.6T9R@>%[PN=3%:L\0\B5JSS#\^,F M>,!L9D<;89V.2<"E*H"6:6H('D \9R6>E4E -)-#D)A M)P F $$80BP%BS:D*KL9R@SS-(>A?'JM5!BF"O)RMT2O$;,/4,RI6!"ZH%R1 M>),X'1Y%E4288,E5A. )P1A\XR%/CU 53$Y$KD,:C.&(*Q8Z.HHRUN+DB@B= M]?FS+-(9 @@J=4"*MSW(&S_26GD) 94"$8:+'SJ%)IP7!%JPCT0=W)X:7.;J M!N)^5&&U]L":21D;!&%G 4DLC._OCBA:$2L1N#!IB 3A,*+$ ,AQP,@8() MP;D_!)6#\AR#)V"P8-R#/IY#DSQ[Y#GXP_IY\?TX_P"S@?7@;/+ MA,[5LJ0K D)A*GB:5512")QU='WF?U"59B&3NI6%*\ M]Q-9'"/A(1+"C5 0W4Q"9Q.?L*240F1,\ICZX2@I.[,BXA>CRH1GF)5R(T9 MQ93.+F/+$4: !@1!P'/KV-[-[M$S79JJGG$DU&H*KJU2SRE9_ M35?-NQFP^ZCF@9I8\R9MI2,O4CBE>H&ZID $CU.HT_DB<"&=D//"%Q9%RU2V MAJCICKV(LW4;41B+G'9KL9+MAZU95&QMII-D=A8]5UAM3'9$QJ UEV$BC"\2/9.&J3UK:W4E2.Q<7"][#DSJ]&&D7='((+(T$G0N"S*#[J, M8AA?,AV+NVSR6O-6X7L)=<->JA?I/&:V MK*<')4SW&K3M(]CCL3K&7N\;Q) MV..N"RP)$C95;A\A[6W''9../PG+&;@.:O:K8(X$@,VYC=5NNX=@]=$N%NT^ M2*&1516]@?MFS6D,-8]<7XMZ@-MP&Z@UI"; J0^?C!Y]& MM6$ @#$E<&]6849C&<9R >?&<<#DMT1D2O0[LQ8Z G*.5W="W.28RN;!X5M*S,-CSEA"J]#2RG#Z_R R7D7@)\\!P-?776K1*( M5M&2D]?E0=@V\:1PQA,81X6CV EJ[]1C*+"J%E&M)S\@,C#^OI[>P!!"$6NI MV%K9/>?:[MT_A<#UUX[_ -CU)"%KFN4&#!5&I34ST:V)D#*8O7$Q])^_V*0@ MSC&"3EP2"E R\%Y3XP$H]%92.(Z1);VMJ1MA9,T<+^VCFLG")(G:F^(V)9UA M6X@5FY3G&HTJ9@KUS1E&!"8,!.$V0X&+ ?;(>/JI;G=1I!5=I2/\B&1;-/-F M;=NQ+JIPJ6H"MJ+,EEZ1QG.& ("0B8(=.6U +!80 R--D6 A]LXX%%U9L!J= M!;Y[L.\I&JK:1VY.&")X&N:?V>VU=IFQ.-0O,E9'M(M5D+$LGGD0D[@J6'X( M^$.0$>F0)L'&A'GH/IU/%=%BMEW9@9V:QNP>V;1WEFXFXC E1+7?R)4UWA;2XY6I+ M"4CCD=.E$MAC#3.\76Q Z[*BD1@K'K1MW235&5:E M6UGGQ"),VLKQ#H[#$B# 6US=X\1!L&_3/* 6!I N/+&$9&"S V;\#3=TH1Z2 M*:&V8N^6$'$.&R?8%NS:S"4)Q*<$26!AOV91&*)&4)&*^0K"QFAQ[QYG9!8]L?KD*)TKR U^ZR-74A@@&%0-IL>G&Y1A:C7GK M66CKCL.G6)P<3D")N2%O#@S0<@Y:2 D.$ZLPPK.19!D60VE..]G;U=F8WIR=G\:=97+/;+EU^=MZPV]7#8!1ZD-O4>)CAEM65*)=/WXYY M;G3;2K8Y1&V%M/-H4R]/I[?6D\A]\*7AUD4#8$XVY(0K]%JL"U462C#-[Y845;I&@,=%!F0I<:](0XI_8 @L"PW2UH5(F MY@8;(5MC1-(K&E] M?P&J[M=:@G%;+V=C)?8'!B&>2+F,3\DRILA\G9)A)3V2.RN0:_.MP,Q0C_83L$9*48!$%&8R'3%7 M/ YL:*7Z7I'F2CCPW;;^-(VI.!86DQ)'0FE[Q7HX^ MHQD99ZA,I/2!-P66+&1GE%!'@1>1 &$Q>!$79U$UR.=Z?PIR2H3Q.>S#=+T9 MKDTIWE.G5U95]FS]*).08=\R!URM9RLI5V"3 )!AR/(BS?ASD)=CQ[<5'ES_ #21[&32*UQ6V2$K:6J+=)7,LMC4 M0<< \TPQ< 6!?%DL J/21&Y#%>K;6%-,_Q1D\=6FT9=8*]E*"6D=Y],+DL> M3S%ZR:5DS*Q2Z/[H><8?X#DT0O."R\>"P!'Z3.3DP='FM5-1J2I8).MF*4U5 MT^@BY RH'(TEWV-%"ZQ?@L;0W+75HPN:Z^?'IP+,^R-,E"C$>,?J7G@;+=II MZ@U7TWM"10@22/*Z\JD$'IY$,!J@@,_>$:"MJ1C)!?TW0T\QUGSRS-Q(1$'8 M$,X/L'.// TF]SJM#UQ=!KSJ93JIT53^:5?7^I$ *:\.:N0S%QFK@SM]U2M8 MH^!V&2?)8TJD"YQ6*SR"L*W/Q]@)QI(1AT)T76T:INE*CJ2&L6(Q$ZRK2#P. M-QSYCU&6)EB<:;6-M:1*%)RA2H&@2H@E"&88,8\ASD0LYSG/ UO[63]+46YL MZMU0D7B(J_J4VMGB\91R M*Y)8E:M82$IN -Q1?51KB!MQ@@FF*/A$$[_4+] M0>V0QDPM*BQ%W4KH^Q85'1RG:1IC=B^'87X07THI04/C42U]ABX+"0@9 +;$ MOUT+>B!H"@)LI8"N 'Q&>.!(9BPT;3=DK]+BREBVO>M^%NU7LZA0B5&1R0[ M6[(,45D\[<6E2:I"UGO5#T6V-35A222<<6HL-S29-(&F-+-#+VTK"I+O?02Q MR7P]I1P_8^8Q9Z3#/CQ#4Z-MI:XW/&4*5=EX3C.[.P*[676>RK3CK*XRFPPI&F$5!#69#AU>ICN+.?%CVB^KW]7)*DN23;0UNO>6LAK:Y%06Z$YFM MO,Y4/^JVMR58WUA:RN419;DO*C(34!!HS,"4?"4&T?@. X#@.!'_ &RG:&K= M6-E[.!SQ_P <.%-Q3M<4I$E/ ^5OH_U0ZUNR=4TYP.+2J.ZT/5VV3&!/R]6> MZ'/@Y3=I9[HC+ !$FP%& (A#+R40&_+5PO:G"C9(W:0^/C)-VDM/&MZ>.ACF M"DVK)::-@JG+R)@!@\(- MB 3F_:KC$#U)B;XPF0^TWV!T1*YILNQ,-L+4M:JZQ5TK=S_:5,W&SJ@/9[BZ MK(0DC+D9C* .%!A88(5Q^ OMM4?_ +EFJ:WA9VU+_LG+:F3U%63*\UO9KU4L MTUI4P.+-\]1PP#>96-B5G7+D%U.='=K:7F"LIXQX)1!2#.#,DM-U-F]B3!+. M;3M%PV;;["N6PY10ZN-O#@0W,K4C:X/+M;:WKQ>\L- SV>6#+G$@VOG5]3O; MY(37$!96#D!@DQ89FM"TUL"NN2RZ,1]9.KG:6_5FK:/C+HAA]'N4KG728*%\; ,58USL='D"ECQ]W%(2FK*N/1QE MCJA1\.&XS!)@88L=5&WCK]MN!M\R=8-6SZ39-A5'3R2QJCCVQ5%3:VMDE%C: MBB83R;'2-D.KU%538Y2U$G7NJA+F,G&ED?83(@H\A>LV9U]9E/2S7J=:]U!7 MR"@(K_;'9_8AY61"%JH?7VN+[#Z;.HTB,VQ$GIH2!>G$Y,\R9N:U;Z?'G903 MET,1$MC0,-1&X4MH.&W*N3XN!'<%NUU&:32W%LDN4J'%LOY..7.,8NO3:UI2 MW5Q^PHE<6P\A-52V+(DKXF$O8(3P,6W>BM-QI^S$='NS.QW$="9#FL7.0IBE;"3."FT\Z-E/91H1@" MTK70LLA09ZB$228(P.,B#C' UZ]IL09'R!:>SJ3DMR5WA.[6O\=P6X/1;0S' M->R'Y_5:Q8VX."LPUG&A>X7=[@G+PK3K2C%(20A),&(.,A?'3Z2N;^LC2N-. MJU:N>('1\:K)Z&XKTSFL3/%8&+*_E+) J+:ED;&F)&,LLX1)0,F@"9[ M!P&R3@. X#@. X#@. X#@0XW61.&832\B;Y0&+9ANV^JSXX#PS =3G]F<;IB MD.=XL0H,5)"V++TBE(@F+1"R$!(!EYQGY.!,?@0#!<"K58)C5JUT7FEMTSASO,7A M%@2?"0MB9@FE?&Y!P6$PNK1!B/:35W6ZG*4F0T]+[OIJ9-R(8 EL\NKB[K#C M+PB)*"$D],A-$C J0?*4G,.;E"<_X@!-#C@0+TBF"^WE'4]1U?C;9!76K.L\ MNNZ]I(V%_M9(UV-%6"6:<51!#H8!*,H)RN8&6(M4(U!:;Z2Z*$'ICC1%#QD) M8;9$J=F-W]1-.T@%XZYII4FW^V05IDI/":K;H$(O)9B=0;C(:PNQZP7/:[N,T#TNBG[7>ZYK&S&4ZZ B"0O7K7 M*/M3)N%:,!=\$2! L2-[+#:>JXT\@Q,,A8&9AQGY\)U"? =2' TS=BS"Z'6= M;V&YQS^8LCJ)W^A4)951B%4SJY!%GFGW=R5N*!Y"5'DA194M0%"/7GEIC0&9 M /\ H // P;J/<+-2>F=]=K\Y812"17)75>P36^G&IJ"V/:JJJ':5U0ZLZXU MJ8U-;FJ?'386XW-S?FTUL2'I5JJ<)QI2!)220A#:5H;KPXZP:M5I6,F<3WJQ M5A<@LJX7U2>8I,>KHMV2.MF6NM(..&,S#45.92M3MQ7G $K<0006$!10"PA? M.U-+R&^J1E,#@\W%65F)U<;FU360%L2/(8-:E>R-KFL!?ES4L). YL/[B9"4 MSLE!\9JQH4*DX#"Q&X'@(=5]2VZ.R-ST[:.\S#2510'6![%-:YHJC9H^6PBM M78,40?(87>\SG\JAD'71^"PMDEKG^TXF2@&M+B2QS8[1+(]C:QEY M?XY:X.KK)*75'LNPM1!282@*"ERW2DD:@S)0%IF,%&GAD!J[5]/WER71U =L MJ.9M3$E?W>"CT!H;_ (P2A[.C6XILB;D+$\.;!UP2 M11'VQMPQM;<4_P#7G22I,-K8PJ5)2)M4D%A^(96<$&X!_IX"$. !#JJX#@:S M=VIE/X'<5$2"0NEM,>KI /LV$^U77TVL5.AG#3/88O:&"2BRG,DP01L:-AY%*K8LJ]8E1">P+F47,X:B:/P*?/KA7C M17];12.SY%9%ESTER9%QM5%SVXZ1G+0)0D;%;N[H6A@0Y$G1+,'EAD[6VVI9 M8&GL_N; ME41+51S_ +8;!Q;8&_[8OEC:'UHMBOMA&>QT>OL=E^8FK9U+_'XO;#;2DC,? M A4H<2"/M1[QHN@XQ7TNB2D/3:SE8RG $Y/A$$M=<]?!L4SI MF+79*Y];3];.ADE9W[7>UXE34UH6.AK23UJ@3 MO;"M0#$!.0<4RI1%AKG)3V_,:I@6O:B#0JF5DD=KU3:AF,[?$HA7M6[%U<6H MLK4^LY>7*TF;%?U303'8JJ&ZND>%*#761/#8L HR89P)"T':;19TBU1?-=%] MFMFU )^I2WI$)%3\VD# Y0=GF*F W<@O/9]\K:O8Z^!K2OX JCJ%0D6+%3[) M&"(" F.+1DFB#HMX#@:WNTAI3R'7RK(]AY7QU\>MW-"4L1?$C:V.J9ME"7;V MGG5 :\I'(Y*8)F.3-QY1WU#B%F*SZ*1^91QT;5A#@@< M&62M25X;%:1!*?F>7(XQ8 M8HC4.$SL6 >A!'Q-(#""@DF $(+_ *$=2M?-XMG=;),Y$-<=V7^I6M M$G[QV1YE:-N:7!ZUFBTHG$-A[)5V&YW=5=C1 6V".U$,> M"B397J'-X*0X)$H.3DY"9-#J%>K&MNR?8/L_%S(-?>R!R:^;8A+D!&)^@#6@ M9$4)UIU;/6,YRI&[/M=QH]LCQZH'@*V3N:\_'QDG 4%!T:ZYYA3]KPC;V\I MX6^WK**:MM=:-C[&K#:%YGW6.)-D48:]8B$Z4&,QR M.%&&*C\G_&6&W_@10VQTVJ7<:*-<8LMRL>*JF5-+VMJFE13YZK6=I(W8<:50 MZQ(>*1,@_=;$)W&U7UW-O4EG)S3"$RD&"U:1*>2$6=;^K=KI9^I$^S]H;UV: M@.I9!#3IU3MEM]61FM*%8V>'EUY#5JUFK.!Q%5<5B0*"E_C6:2RH]Q6M@3CU M"4!"L\Q0(-JO M>N\F&A;<*<)30C4&!&&.87#+!D%G:SU@UUY)C8')YM?]Q*= MQ+,.89K9\YLJ@-BI79==UBZFUPSQAIIRJ;,=Y>^2)L3E^/IQS"IB)3A5KE:@ M 2=?F/:2BYE-8Q$T4;E+=M5-R[09I6A$]O#9 KMC==5FLL2C'.,/S$]H&"GK MWCM327+/)#E61L3L[& 4E9-,1","V-M9Y8E--4[1ZYVA&85)+UFC^ML%DM9W MGCG:-:NAE3-,5'*-3*E88/-WFSSL35SB"A[;V),XMR(]2O7)"E;BN-+P%?UI MFL2E-0I;&1-KI YI"D^6.U*Z!;# _3-9<[JM3SE=5ZW;S: MDJIFK4ZX]8->&/\ -*;,O6,U?"#VYD!\\<:CFE2><(MVP:2$L)BREWE%97OJ MTX57'G=:7,:SL;60E [O@\R%U'')*T/S-:LVK)PB<6^2/5VQL#A(W5R0+VQQ M6#?L-N$9QJE*80&%95(YO1[=JOKQ!F9>XBADGA>NDU=(0@F%/&+(5?;7(XBS M701)%\!D68):([:J%V>5;&V%.Q6$2]*H7.I"!?A9D+(UU&Z7'NH[I*FM;;2! M53!99 ]C82DC#4XH]=Y;6USI[DD]QU1<#,Y&-L.%.)'L4.0!,5DI')]:1,A* MI_\NVQZ,ZG4Y:^T3M)7 M5VRL)"T-S6Y52W@-,^LXB,+49+PD,]_8L)-:5UVOJ74'6&M7<\]4\PJAJJ8' ML]0K;UYICXBA;.%ZSE:TH&MK5APZ9-P$Q.F((&'&,@+ '. X"3G 1.[-3IGFMHK R;8U!DDJ>W* 8A8H]'9SJ4S+FY6^K((NB:M6 MW$VA4)LN.,)C86, 7F,(E 4)B58A(3FI@\]L.JJ5;$]=UK-WW8Q&%TTO"'., M!L X&OM MY6-6W>T.8"4E;Y%0.F,N:)%8:DWYCVZ8;@HT;+)JWA1.2Q_CW5LU^C3R"2.Q M1F#0E2MQ8L@R!2TJ08#V:..A94HWK@IC,A87"";S6>:>B0 3%%+T-EP"J[@: MY((A.2G]%$@+GPS5 AAR830";UVH;[&ASR^2:6%(EJIF6)#C&@Y64>:%*,_@0WC M/0!0L)A6NZF*[ ['N5]:FN2:3:V6Q=\O9]AHM43X:V(RGU@:Z4FC"V5JY0!] MD*,IW/(+2('XMV2IER1W1JTQ)P EG'M%KTMR9U%-]_MGV'8I!1LPQ84%I*I: M7)HF@7JQFM UD0NQK5BCU/+:E-E2:NWA*I=V!,H>$S*UNZ@I8%$8J1I3RPV@ M\!P' -(7=SD4=BK8\+:O@3JU3N<,I3[*$*8T MIL/)R Q64(PT /.>!D'3B2K9CK?6LF<]B4>UKD[I7\YRO9!7[35*68N)$K?4 M:]$&M6?&"8*?#5B8;&>UJ,B<$9[:,M;G*P)^>!'?LBTZLO:Z(TL^4_*V--8F MO%RQ6ZH[5EG2^SXUK]=#G$'-OD$N=?1)5+HPV6EME:]*P,I/+&=[G#HJ MM>*U6QS!AD4TD+.I<7HI8GRE>4YHU!F M1! ,@;$711^E^N55%+*I-V50V"WW$_52!15S#.;&C$8E]HQZSA5NS5"%LI/6>'M\PC[FT.+Q]PU 6S*B!FX-2D M!6[Z7:Y23=S,8F6JZ.2W-*KKU]<*\M 5_.$76+;2@==2^R*4GM9X=7QI=H:O MB<,B2AEL1'#V%>ORU2AE [?DV98LRD"NW=J+74;A% Z5U;L7>%+6Z5)YH[U9 M>57V#749L."25P9)$J9;(FL>=WE@DU\IHS"F3S.NFAKRN:S' D*20GY3J33"0\M.4%LM.[\@]SUK"[YMAX M9.K2BDES:Q#]'[6>+/I,JFX?#7>!'.2RP)4VGN4N%(COK%B,PSC$(L&" W8. MKPT,23\@]NCH11=LF/$[;%\YD\>-BCLI3 M5-,,U/$I)&A'*B7"*FJ4:_ )UBXD\0PA[V$%$;/[-QK7-,A+_;RU%"M3#YB M@<2CUG[DV/E,MBD"'*TT*QBT>UYR)Q&H*"221.D?J<088$>0WS$$$)2 M"4J4DI,F3%%D)TY!8"2"""08+*))*+P$LHHHL. A"'&,!QCQC].!]> X#@. MX#@. X#@. X#@:_NR6XGE$EX 01*WZ7S"0K53FZ MKC<_(K7JC31>,B\8"!]TQO9/5C9*Q-M*'K-]V+[!4TMG+[%85,"G"LAI6&51M>YMRPY,PM:QM/,,(4(U 6W6;=L'O)L5 M5U_W+2BK=L-KIJ6^Z@3&SY5''ZP& M;9GK^N*2Q2?:^;,58PNKC7TA3V75$[J%O8WH\XHK&)DQ.Z!V/$#*4 PWF:I[ M0ZP:#ZD7#&;8C>R5%!UNV2EM<3M+L$&4W';E_7!>=E.,HB\[J.21MJ5BV$4[ M"N\O_)MJ:+HOF2&&*$YR)-A&:/@;BX!+L3Z#1"I-89*V!4?"M1C,&-,H ,L6?(<\""O8)H]/MPS-&AT:G5Q.9@B,#=[%>RR)R)19CG9=+E MMFO$6J*>R?!BIT)L6<2J4U3*+-CEP,$'858CF^YX^_)(@G'&T47PN680HURI MW*;@*6Q,<&#X"R4.';]ODD5V?UF>)@V0V275?@F8B*0^8R5JAEZ(JR>YB72+ M\V3>0QZ$XKR*ML1<)8V.2./841\\P)11KAA2C#*\W[#&6I:G9JXKZG:_44A7#DV2D++*F;8]^KU"-1C"0$89XZV+#325 MB]>C((#H:QCQC&/.<^,8QYSGSG/C]/.!!U-*W+8W8F]J9.E$/0U=K8 MY5K&K"JQ;#F:6O\ :#]84.BUL(7*8E3N/J4+'7J-D6%H6@]E >)Q<@.61K"3 MVW!!81IH^#Z]:>';;SVE2KCUYI?6V>3))9>N 76,+J"M6=N53U[/&&9U5B<- M<@D$-7/+;,VMI0LL9?V%K&\%EI3VT8L%9,"Q.N&MG6<6Y8-QRX/S2"I9ON,18(U3S,I4(R,I%D4=RR,CP(P? MW:O:'= B=6EU1*FUS;')*0N;W%O7$# M3+4"]$I :F6(EB8T19I1@1 , +(18SC.<<"+VJVC6I&D4??HSJK0\%IAME*U M,ODQ\:2+%3[(3T2<*9 6]2A]6N\E=6D2."14@7I4ZU"M3G)%B-626I2* MTBDL1*A*J3G!&2H3J"1Y , \9",.D4\@UXV-AJ^K+KCJZ-J2FB6 M '"9(%.IE<5:GHT:(+^T?>9%9I8P%J,F -+ %EW+H!53_";%LZMJ\7!C\5A#6TLUB0\E4W M/S@&3N(B+,,Q.W$+GI>X21Z$B M5*%!QZQXLX\C%^@:IG:.XVY_-11?"4B7.C!(W\Q.D$4L7F#,"*%XI( MKM?*8OJ?IPT([$H6"WLFETJF$M,F,U)VG8T*F02M_ M7*#W:5SB5N 0 $[S*=RA>L>'E>9G(S!9R&4. X#@. X#@. X#@. M X#@. X#@. X#@. X#@. X#@. X#@. X#@. X#@. X#@.!#??31BB.Q76:=Z MO[",&':(2PG#BP/B8/K(:\GK:D7$1:Q8DJP,H2211HY>;D.,B^%6F./2'X&G M4'%C#_./K5\V_P#XX^[;_2UMI8RXNTSG$4>X.Z6P;E3J3M/2#6N%#8_*7UZ+ M.2,!2NQ'P M'DDKU:92%.L.T;")A3AO]LUI"*Q0=K4B@5#=9$J27Y,WS;?5 EEB#I']28O^ M]SF]W=:=)7R9M+G+K)XF^'RMY=UI@7-"K%[$EAO&I>Z.UG7G9"A>O FZJ#WU MO..:/ V9V@6WB(=,%PHAD>8A4T)@M:V764?ELLD4@FDJ+<3ECU-(ZO4N.,8< MA#2A/RD)">A/;[0#=6Z.[)I6=^QK7M/:JBDY;M A@!4CUTBD\9GQ3!96\J)2 MD=TEC'TU'K6;E47S.38DECIS@3\WS 1#"IX$B;<[ ]:*9>+):)%()G)P4DR- M4DO9[JJL9_;D=HQC>$_Y)*LMEYKF/R1+#U1< A#CY<%Y$# @U\;"]U5>57(]QZ2ED0GE!W[2*6P(90JN:I& M&1P*WY^"DZSM2$G.*PM:V1Z'KW=192,EF1/+FE123Z:XAH6N"X D18:\YSO? M95P438-'7_(H_#(UO)2:C;O7-6\6%^+M**R^K9/5:K:OK=$IT3SX;CS$. *!M(@F!G:VMI];HI$]3)&V&?VVV_P [6HI \1>,5&[5 MM="O7#+.]0:VWBV8 :D:$U3)Y)J+'&Y=("EB422*%,5F#GU>Q,9[BJ.("K/-,$H5''F9$<<:,09=X#@. X#@. X#@. M X#@. X#@. X#@. X#@. X#@. X#@. X#@. X#@. X#@. X#@.!#G>30S67L M3HUUH':2O4VS&'/[6I2.#4]-I2\S^GW$F5% MYR2I*.)$(O(?Y\F[_4GV)=,,S(MBF8U.=JM2JN<7J4TO?5-+GF!;':R.IU33BJJ^B%T2=W1(YN:9&,:@.TL(W5]EN,IA]77]6Q<%3Q1-(),H1I4<)18^424L93ED,21O77:-:]: M^6_>?597RV:75Q"[MU_VMECS1B^21Z07!!8K7,>=*Z" M!T21]O6*$+8%U&AN;TI("VE@>75>G)$4&MZ&;G MS*DXFT]=NC>LDM#^ 2R'6S1K?? MH4X+$J4J3S@S1P' :3[?-^Q6O\ "#7]W@50NU@&M\A+CY0'LQ3&F.GK>CTHJ"/+Y0VJ MC"1HVMR$F4'*@ ,]\EX'@-64#ZHNY:GG^ILHM>816KF@9VQ::A3KI_0BV6M< MN8UKY*2Y].*V6U^-&[,PHRNC#^H0NR!:%-G&!B4,*]*L5!DB"5YW&2FFI4V1 MF&L$V9A3UJ%^[\=IFP E@GI$A#'Y5.UC4U[R-:1^1.V1E+EZP!*=.$G(#$Z8 M1/Q^H95H#KBWE[!Y@X1^U5>J==Q-4A>XNRV4JK_:O=]=/OS3?\BM[J\JS9E; M$?9CZU;FI:6@>S':,)$JY6:D^P<8;X*#>Q$:A[IMY?.SVQ)# ]V8H M_M!93M%-%]7#D[]%E\:PB34A1;?9EC(0)9&^W7L"Z' M*D^<#/E GRAPHIC 66 g856091dsp037.jpg GRAPHIC begin 644 g856091dsp037.jpg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˳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�RC MVU\O-%TL/.=(M/1S\5)K]1UC#M7*]D#9C4ZNRC65(HF($IT>;6AC4)$;X:<0 M48D3$D&%E!$ /C?G8:53N.>XRDUK\'%51&%',MM^P-7U\?VT1;493O#'33]T M>Q]<22MU]3&I?Y\LODJ?,9L7;W(@@3 %J5$. U)9Z<2<09ZA2_V'QKL'HGH\ MW@%F/CMMT54]:1U@-[ JTIX0///,DZ#?F8]T^F)K$*=):I-N(BT_TFG?M!J8 MW:KYA$'80MCCZ ^R6O2N>JAF=%I:9A"/KKIWH;H&R8U?E560S/M8W!*.D+2C MM.GL"F,(INY. 9U:L9*/<4)2??R8CS=F@), 4,-R-JPU38M7V17R)X-CRR=P M&80U(_D% //8U,GCSBR$/!))H1EG&MAJ[1P0BUL(M@\;UO6!I2:YI>]L^IJP M^/ZAY7?GWJNI*>UZ_+AI:4R-)4<0ALD24GN!GV=%+'G'[,QV13+PQ&('=E61 M]4I5+&]S)+WLA42I"2$:T?'/;3-%6BM:^X4:EG,C/=R>\99173W7T,G-U2N6 M/::XY=.W2LNEX<*3SR'/;%,Y%$R(:N<7TMR"8U*OW!:4C5&[&%)G?,WLHD% M2VCU7)UMND1GO9M3=102/M'?D&>K)YZJVI9W4DD65@Y=(6(^I[$E5HSI]@#P M^-!J,UV;(B!P0)"W;;]'5CO"[GZ"ZMNJT;#J MJ^WNX.D+8HA54-?PB1*;GZ0@Z6?O%2,I0&Y(ZF:"@BAQ38M8BQ:0#":'MM;C MOV8=E1.5SV1\NCYTO>"<(U345*RNP.BJHETD6]%4M+K '/@!%7O[R%!7W3]; MVD]QQ4L6.2+8"A!&M2_48 107I[#ZM]BM[=!1:44MR;-38GZ^Z_J"0T@ZRDF MD'ITZ1N\F_N=)]/-4](CKFBBBF!(837 FA1(7!N5_G,YCVE W TH3A/#89T[ M8\@ZDL[B/DQ@J:U-K.YN C2=.:_8@I$FC#0D/:W;CW5'?W+G%+I0+]$- M\J8S8^R36IF=?)G^!N4!)2J9/^.1&TB<\]Y--3(23W1$0#1HQF[*"=SFI4(F MYP6)$"AU5)$2M2F;$ABJPZ]F\B]?-QQJ6T%:, MQ@%&5FAGE=/LDZLCK$)$FC]G0M4\.$*8XO%Y"I6?>(M8K-,*1%&;(&K4@_&V M&KOU$QGMGE.36U&.@N1[+,17#S=5W0RN<0J.0:-L.^C8VPR\ZWZKF9;K>DW? MI)=,[<7QM)*?M%MK:ZJD1@AI$! 0&&!M_KX]'[".)/P>F.;[*H=GZ1K>70ZV M.<;37*&2Q(Q'WM2]11U87MRCYK6X-YKVSDZ5ISBOQ%0$RLO8@%&_( 0SG4E% MUQ2!EFFUVTJVH5NV8XVW-]*G9Q= +9FXQ6(0D:A 6O4'EM#8FBT$:TA"--HM M,4!+K>@_,8Q"#+^ P& P&!T"-,T< O1(A%BT/8CM;#H(!!V'02]AV+Y[$/SO M>MZUO6OCOSX\ZP._ TXS2.HJ3]O==W5>K4\SV-]2UOOG3CJP5CL4&Y(I0C4*G-:='#VA0$E.8G^T-QV!A'H+HZE.5 MZZ/MJ_YX@K:NDKTRQU3*71N?')"0]2-7IO86\XI@:W=:6:[.(@)B-[*T$Q08 M65K?V& "(,#1KV.'Y.1;S#33T_NIC2PG&[3&_Q1,%2J!H!@2 >1Z# M-7.%M#OOGRC;Q,9B(Z9<51UU9YC E7JW1*R#G<2:9.-J3.B]I85CDF;Q.?U% MJ#$249X Z'LH'R^.@Q/TAW;S9R9+(+"+SD\SC5-:-\>IZW['W/W5B M(]="XD=6\&EA+U80D)9BLEA*%MU4(B35)9 B"C!A"W)5[)N(X76U06V_WRR% MP6^(NZ3>K7%IC$]DSK(85'TI"N4S%9$XQ%'B71:)PP"HL#ZY.Z% B8U!@25Y MJ<[>@8'BL_V7<:4^]2YBG-H/J91"Z.#THZ.C!4=R3.).-%;U']G69$YU#H ^ MPF:QE'N5MP5!K2X+!$#6%@&'0M[UH+EF?L#Y%KAOKIQL*V=P8%GPY%8D?0RR M!V6PO3'7R]R2LJ>>6>PN,-(>J6A.GE86C,=I@0Q-Q*K>RC#@F!$'0<+*]@O) M-1W2RT!/+3&UV.\/59QI06BA-@O\,BDENER$ST]&["LV/Q5SKBNY#:#GK13& MA>G5"J7_ &%#+!]9Q(QAY:CZZ,MOKJ]N<44'>8HQTI7<.D6W>?Q*U:_FLPD+ MY/+$B#N[0YEF-=LT+F=- *AI/[;)V9^7Z7+##B_Q@$@*/-#WLW??+=/RY^_DMA0>/.1586E_"+$G]3H79PLBO*HL84-# K3L&'DL*\*ID8'%P4NI7U"P4=8+_+CW9AELA8W5PJ>WX1&9"GK]_01>PF MJ.RJ?0.+QY]E, ?G5*F>VA*I-NJ2Z-?Y7$ZW7V EED*C\2ET@B MMFTO[R*12*3RE\1MS< MWH$JE8M6JBB2BQC'K6!'-3[%N44=736UEW!T940]P&TR^!3R$RUM9I1#YE&',O9*Q N2DFA\@, M!\R3"C!AFO H\?=3WQG0NJED>(X>L+&88R2 #<6\-^PFF%:*7 :7%V;@F#"# M0]?4I-U\!:\[UOSK05C 8# 8# 8# 8# 8# 8# 8# U5>NZ0JJ/F=^>O.=Q*0 M1R;TS8UN7[5S*R#P;,$D,%M7HCXF?5\1E[&& V3W-\?OSCMF10SMG3 MP-2:0F:C?7QVIM<0G<$Q">CS][0+]IQB)$/8!"UK?R"$6MZT'49[D>; MAO+@R--#^PZ1*6T103SV7UV]=&)M[-)T=KZ_SJJ0*?[=:$'?R+#_ ' WX\Z\ M;V'Z'W!4P+]P%KE#V:?4B&642;_\KNZ<^+D:8ETJ^M$7J#[4%[!Y^O>U($X= MCU^F]A_NP.A%[B*:5-P%Q_)/LZ;5(BC3-LZWUV],&.)8RQ#T @9K=#%[1LT_ M0-;!L*H0-:%KY"#OSK04 [W.5L!,I6$\(>V!8E3*R48SB/7Y!>)%^TZ]>E\[Z"J$#,4^J>)/:F6BVMTWJ] M"]?5W .;E)H@!1:5A,0 +, X^1;*$0([0?AO1GUBV#0@J2KW)5 02::5QQ[1 MEHRR-'!3)?7AT0 XXS9QQ6TI0ED:2)]'Z 4$SR,P!7P,#KY_/0PA#SK/P$B)^0M>#-A\B MT'<]>X^K692!(+B?VH.!VRBS3PM_KWO?84FS22%!91PUS2A 88(L_7_R+9H- M;#O6Q:_3R% _^7;4F4M*;7'C3VF-#DM2+%#,@7^O>]]J7Y0A"6,UN;-(6E:7 MI9LLSY:$H$G3ZT'?R-#OQK85P[W*5,4N(2@XM]IIZ,\U.4)X)]>=_:;D^S=% M"/&<2>QDN^P(=&_[OUI1[%\=_5HS]/(>(?NKH5"6YFO_ "A[.(P!O),4)]O7 MKRZ.W^[IB3@DFJ&[]IB;KHLLO9@-[_+_ !1>#-?IY^6M!PC?NRY[E9KD!EY< M]F*HEL5FI35A?KRZ5.3FAT7HQ*K*"FAJA46GWGC=6[M%H+N6^\5$H92GB"1V;*_6EU"=*&U ^'I5\ MDC3+(C:H&YM[4YKHVD,7)2SRR5!R4@0P#V4$0 KJWWB<2-K"DDB^-=HI&E2B M+7&JE/ /9*@WWA\'HD M[?^["/$NJ(U>A,?>#NSV\M002G+4F?2:.C!DG[" X&O)8A@^1@?[O M;P M+==/?OZU&,1&WJ>WVS)#Q)0?N;MQGUVV-A0E0"1;"^OUG$KB&\-I7&H-. R[,,3<@]Q %K8/GYUK85E\]ZOK'C1K66_7E/F@#N%R$F/<^6NL6XHO]KTCV=I3I M=2"5O8IR9VG+K A'.D[E@^;(+%'QG@/&=CPGKGI&V7HQ*T-"YY:Z2F M1OBIWD*_1"=L:FYAVD$<>H7?06&T_ B)V_2=G]"T,LJ^JY77T->5L[K"7.SS M8L&D%AM8F2L9]'[-"VM42H"5M!.Q^ 0*RT?/4^6, M8((VMI;<[[E\$7="IE#Q+G, C=D*TCN@1)=[#L:0_P ;UL,W\;TM<'/%&0BE M;9M:!VX55T3AM=P"10FIWBISPP>"15IBC/J6M[I:-G$/DI6DM(5"I6D&VI?L M,V ";6M:%L,?](KY$RM31$Y&J^LL",Y5M0(7D_9)IA6!"2M?6'UA1#-5+U5G8%/O=QP MZL+TY_ETSL#EM>7#GFG[QM-MN7]W8(!&KM3?M=G5[8!*U2E,-<#6-Y2+@I%2 M$G28!PPD5/?6%7LOK'B.IFRSIM'(KQZPQ*L'P $32O4]!\^LK+""952%D!*T MV(D,=L.653%'=Q/0DA$#;.),24 E49\0Q3W/ZM%_5=\/MR1N1U&63:=$1WG. MU&.Y8G;$M3LT0C$BL![;Y7 6^M[DJUE?W-6CLQS2+V"3D.#&M&4D/%L 2U29 M:&7Y)PE::"Z)Q+Z1Z,9*HJ*[)A1-@73 7&BHG8LW32V@HS!H&RN%(SR3/>XU M7 )C7]:,34N_9DZ#8J3A\YLZP(C%6*;(;F"H;)HWO%EFD*WX]N5E+4J4O6V\LSR/ PI3 M?J6C-&W/'+$@TKIM!%JYM6Y;HK))_P!KD3'=-CE,TA\- M66>M-0_M[*P2!2F3I4JIV, 28-0&1J/X#MBHI/R,]NG4;=,VOEUJZ'9W!G_P M6FCZBT$O0LF(DKF>X.FK0> QARBQC:C(1J"4RLPXL*G9WR$IWLL.$ZX.MFQ+ M4GBN7>R12E1'1TPSL#8GE:! M.6R ==24@@LT\:,@(1A;<*]<-OIF"S5%M]AGVI:SMQ](N)J4L8N@87%6RIZM MDFDZEXEDI@'\GD#';5FR5X8F-4[J%!K4R*=,Q1*9K1EG*?M"_N$>")%QU(IJ M]N-M,DB8Y%7M?5RRUE7,0G\#JUE_Q\]35?\ Y&#%K NNZQ-L_F+9*4B%P*93 MV=C3I&E.6G1:UKY:"0':'.;SU?SU+*+99XR5T9+'F#+W![D]8,%QQEQ9HE-X M_+W:)2.O)*Y,S:^,,R1L0FQ7L*M*K3$*A'I3B5)91@0U"]:\BIX!1;-2TZK: MY.AY)*NH1]=01\YRX]27-SQ3$GK^)0ZNFBLY]1%F7\[/+Y )=$3W'8T8) 6< MJ<%B]>F4-B@E-@3E]6493UQ3]@5D715K4TO:[.?9\_KIUS94O+<(FS[:!IKX M:;4=<5-.;!3%1>)-2)&V&C>7)>^!$46%6L4F_+98;/C^R95/)1:TQDXC%$EB<9A]I3V+5SSJS$*!&?PZ$4.PMVF<+*E^M/MZ M+7KCM#5*SC-AMHP& P& P& P& P& P&!TJ%"=(G/5JSR4J5*2:H4J5!H"4Z= M.2 1AQYYQ@@EE$E%AV(0A;T$(=;WO?C BC1G=O(/2\T=J[HF_H%9,S9V9;)A M,3"M6!4/,5;GXV[('MI&ZQE\<8S(VT#@VGJ4@ES#(V=6@6%:'\TRQ M,:29H)A8@Z"X-.1H9H4:(\[8?K*&((5W 8# 8# 8# 8# 8# 8# 8# 8 M&J7MB/L%5=>^O3HBM&EO:^@+0Z11\H3PQH"2WNEP62B4:/2I_ELUN.)6%C\$N&A?#9A6PFD[U\M;W_ $V&I+UT;.?.G.ZY_P ^ ML[VP<&RFTG9#'2I!*DJV-2WLB+RM^9NJ['YWAY$4"LC]+R26%;1.RLY\&B=9 MLU.:UN0%EJ5!Y@;BL!@,!@,!@,!@,!@,!@8+Z@@$FM?FCH>K84>G2S*RJ,MJ M 1)2K-)(2IY-,8"_QUB/4GJ"%*7>K;\[GZH9.L;KJMD?.>+GL M*X*&N7]^I^C^@)9=/\=L-V8H1=-<12<2J,LSHX-3:D:6!,&/!TDUMO=% 1A: M=AO=X0OB:!UO6]Y]O/%CI>T8A%NX+"L6Q>@'"4461&JD)LR3U@HEU80V]KZA M=26TB.CB!J=(F69L#A(R%9ZIO+4*D80[:HXP3'#&*0G 13!R"6)$>>6H5KR!A M5K)K:43BA?4]U#?,%]B^VSN-7+:C3-KGUI1D61\15J?S]$ M:@:^NNHYRP]DNKE(3[ C]@652UI0.,S^VX(B2L"-"KMI0H@KVV&.1YHB][7" MV&-O91;G*1/3$E&Q1)$K&XKP$&' M+QI$YFDJ=2?LLD87+@,!@,!@?F]ZUX\_IYWK7_S=_IK_ .?@?NOU_77]-X# M8&IA2QBB/MO:Y;?\;=9"AM6FW:(\"6*?.SWN#5@^QJ+M+WTY4Y-9FL+.CK^V M[29V@E_3/H5;V=((XPKD@#F\"$]*K#;/@,!@,!@,!@<#0?:687\A@^P P?,H M6P& ^8=A^18]?J 8?/G6_P#3>!;$'CSK%(DPQM[F#[/W-E0%MZF92@AE3R.0 MZ3B&$AP? 1QK9&0QU&F^ 3S4R-,6<8'9GUAV+>L"ZL!@,!@66.-2(=B)Y>&P M9"7$R8:JCAE5@:HCN*JI"H>DKD5/CWL<>%.]/Z-M3C;RTH'4#3M.<,P:42C0 M#0A7UJ)Q4.+,J2O)R!"@.6&.C66C0GE/I1Z$Y,E3J%2DDQ6A A5F!4!$G$6, MP9>@#WL&Q!V'L,1I#E*98:E3&JT83PI%1A!0U*4*D( J0ICQ!V:0%0$L.AZ# MO7ST'7GSXU@>G 8# 8# 8# 8# 8# 8# 8# 8# 8# \(U1H' E'^&H&0/U#5WZQ'AVJ"/69Z_K(BCW%K M4Y.E\N=F-[/:7041NGGJX;/L&9TO=41EQB AJ?G-W0*531*4WW&.""5M#AI1 MH03"C30VI8# 8# 8# 8# 8# H#_*HO% - Y1)&"-@D#^U15A&_O#Y0^G M;3LD;:!.*A-IR?WE0'9:5&3\U"@>OB6 6_TP*_@4IR>432G50E;6QO2$AV,TX\P!98=> M1"UK Z(S,8C-4)SG#93'):VISRDI[A&7QL?D)"D]N0.Y"A+ W1YL5/SVH_+>GU<0W$$:<'MW4_P!ZI6?LQ0>+6MC&+QKP&2L! M@,!@,!@,!@,!@,!@,!@?F]:WX\_Z;UO7_OK?G7_S\#]UKQK6M?TU^FO_ )F MP&!J4GTO?>L_913].P./O[76'K;ECQ=_15B/S06TMD@NNUJ ?H/0]/UR-<>% MTD1)4!N9\DDA6]T:VK2! (U3K[B=@.V3HKY ^?S"&K+G/V17# M'>!XIU%V?5<29#T7,W.=J:>H%<<+?Y9<#_>(V&*QAV6UJ9%X$U4PT3>:O)(2 MC5KB>UH-F'EC4?%$9M!2Y,%6W'M9AJH*OZ=I=?>%(OOV(],J.-[V MM&H:)9:XN2A>H".:K2!)[):G^*Q%R9IQ6"%=*X(X.]>(?\HL$P;9\F;$VCVQ ME.2J%AA^OF!,$9H2#N3V)N?.M3Q.>711"-FE,QO5WI!+&HST31Z^$1-6ULKE M(0R&S+DGK_6,.@H%+2(D80ALH@KC,'>&QATL&+M,*G#@R-ZN5Q%BE!DV9X MV^GIP&.+,W2XV/Q4V+4BU.(PH@D MLXP?]H>C?M@@YG6ZWFMOJ24.\;;>CV[E!=8S6^%+I("W%L52R%6\$U*E83G8 M=-Q]S6 :'*4&.96DBTLXS:,2,H2G R[RO8U]R?K'N2%W@)P84D2,H&0597*" M:1"?5_$J\EC-8\?1/48?FRK*XFZ20V Z5TJ=WQM>SG@MM./))1*=E!'\@QCS M?[+'R^^E2:!=:!;JW)HE$Y"PMD^.1" M4MBJ/.C3HHTG3.I&] MG%D#(V(>PZ'L0!A"&?L!@,!@,!@,!@,!@,!@,!@,!@<1B^ 1#T$0]A"(6@@U MK8Q>-;W\0^=ZUL0O'Z?K_7 U,^I"$MLXHTWO*<.9TYZ3[75O<^LN<.2I8I.B M,*;YM*4=8<[1!"K&(B)P.C(\$+5^W)0A >]@<%QPSCU0S-AM:=$AK@V.*!.N M5MAZU"K2$N2#9 5S>:I3F$EKD0E)"I,%6D&/1A>S"S :&'7R"+7G6P^;LRK/ M8YPQR?T#=EV=9RB7S CC+D6E44WF]GNECQJF+6JZU7TV+JZL*S]G/7"UX8N=./YLT1]3?] MES6UZ!F,EZ)7P!YNA;.C=)H:)BN6//*8TF(O"PTI>:U+#4R$EIV264$9W>U+ M 0(^]^A+>Z7['C;EPG?G),?Z0KB*=+7O&*\:%>WT]HZ8/KN&MSL:0"J+BBKX MU3&+I$A1HFE*N3HT^R"B#P&A;,!D'0DIX([FORW^CNQ6*[./X34G,F\16]-I@B0B4:&,8?4/1;[ M5L'D\IY+@LDLB62*DH1!K$DCM9,WEMIO@66\95:9\72N5E3J02*5O[L%7 G0 M6DZL\>T+;M$ H7TB 0[[8/=K1[3XDY*D]OV33-(6W7W4ED2+53V1+J=F5V MV15"&JFF'4V794%>H[+6MF1Q>R'Z4*VYM6D*W/;&4+8OQTIX1!K0F*-;:W#C MA-Y5T?U;(U= >QE#QI2-V0+I>VZT?KBH==WS5=)KUL].KN9Q&.VK(6V-/;M# MQRM6F4N:D30)P+4:4G&&""75_P#,=30_NGUVURP6UTNRL5@,UX,4\B:?M3J, M)@ M['L 0@:&$12]/:_.%-L&H96#C/FFA)QS?73RG$>S0V?= RZ_&BR;Y0MBHP;> MY3L#)5[9'6US^D1[&C$L G&2)Q.V8&A&%(&)B[IZF-GT]L:FN;*3]@;.VP;I MUM[KZ+LF7$V^&0\AR6I^5(KS4Z68_1]ZBMO@GLC)D"M:U/R7\!>K!\VHMG_O M"^>88S7Z"S^('.W+[M"[(CW@?T1%#;OJ3NWH6;Q[HM%,ZQFUF)'&V:&D0?N9Z:,*T3,G&A_ZXM:+ M80@5#;S!V5Z[.^ZZZ(NJRV9WE_3G-_4%43"4+[#KE_J>L^X[EA1$"C#0Q64L MC3=;-<\_*2W-.$K:9?"W,U-LM(4;HA.9@2OX,L6$\6\O>Y.ZF:(;KF0<[2Y\ M22N(DSZ0CB*WJ"+\P0*16J7!J[5K$T'BS3:5_.:AY8UC(V$E/#>_I@)A"2$) M4R<)?>I(J*]>>M^6\B]=*WCJ9?3,[GO/=S&]'5_,(Q-K(8E@V^SJ\ELRKZUP M_P"1HRO50.P6O]N5KOK7%*&_2E(?\BRCL";'JLE$MEO!% N,P?WB6J6Q)84, MB\PD*@Q:^3*K:]MB=P*FIB[.AP0GOB^55+&V5>8Y&>3',2C\L0A".WO80M]L ML"9W;H7AY='V_4OLJZ5M+^S+QY5JV;5U#Z"MN;DHWEVK1[=&QF?6F: M?AN:->7'#EJL:#1)JX@DD&M!([US=60Q3Q!QB&_;W9/\QV!'W2KP+;2GD8U) MK,M&L9HY5=,T<0D)DA%\6MLJZ'1MOL G_ "OTXW&,O1'0;*TPZ <[/'24C[=;HN\M5AI=P=LG M30"*,PF5N.1)_MEQ9Z0DO3>3H@/HXC%K4>DL([FF,V= U-M0"!,DD<*=)G+8 M\6=':]_Z-F99*^QI2ZK9>4RJ!F$%!7K ;^\9H-B,$(S6Q!DQ]=@,+&\OAB!U M=0,S4XNPVQB;SG9\<0-R0Y8) S-2;6U#FZK-$_6G3E_WG'"" /Z[U@:NX1[. MHS8TO;4J?DOVA0-Q;ZULZ:[A,XX@FT69)2&)QTF3F,YT@=&A:E%8(BV@3='F MY(]I"71R<])AZ4&"($2%YPOV3-L]:)VN9>(O8\V.T'JUYL\$8F_(TLK]SF.V MC;6 JOH2YS!U:(J^66\F.FM(FO\ <2]G!(/']F@%"%@6TU^SY>[LTW<4_KB] MH:-TA,=89'N,O/,#(TNLL+?):S10;/"EBFT?X\_2%G"[&.:Q)I:684U(5!^O ME\0 ,#COVJQ1LA(_'$\TZAX DV2F7&%)C A.- $0>U1[)XRY5 MJRVC7'(7L"MAGMJ=_409?^86@3NJ M I8F&X_,@6PB+'X#O=?8ND8ZX@%CNW$7L7)!/Y).(V"#MG*KQ*['AW\((;%' M[]/HE#)+(E$9C>2>QHUFB-7S9CX.]C4Z:+- M13Q48VQKF@EMF5=G05[)9=(;+@T[G4,E,:4R_0S%;)L*506X(BMF!%K8@!$% MF2WVT5E7_P#'D\XY$]D3 \R*" GA;$CX>N"0FFYE(HD^ M\@^QF4HH^CB:X,\K?BJV)] 'TJ71]G?TY3$^1]*I5*%C+M[+0.9)Z5.:B4$W1*I,;K1B=25H?Q&6+7 MR +6];_76!JXZE@\]+4E'+]U(6I+HETO2@"*&N"TR/Y: ME2*"/WHZCIE7S8YM;HH)/.:DZQ2D":60N&6,-J&!TJ4Y"Q.>D5$EJ$JHDU.I M(.#H91Y!X!%'$F@%K81EF%BV$6M_IO6\#63S[ZF.8.>*ZZ&JR/NEORN'W^[L M'TDS.SY&YOE)5_7RU6[TO4E"2M,H1RBMX)1$BE*N]>GP":SCH^P#'&W83>+[/9)T5:B&QI!8=:?M6ZY6.YC;"65W5; M/W+$;/7K+F>YA=H3=7*]3:;SA!,ARQQLHP19B]2I3[5 MIAID^T!J/1!6@A);FOG.N.4:@CM&U*.7ZK^)JWY5'TLWF\FL%Z;@2)\<)$N0 M@D("T^Q4=BVW?4*FW&T'GE8 M7I3O/BBK&]-/8!=590611)NT"QB%!8'*&*93*#)<(T\DUV+=T")(282A I I M#8[@00M+UW41;UHSRT97([Q)%;+C6CA;E5L\)MAX@#!;UD,5 M*R"W4[.E8"K3D-0-4D209YFFVI GT::>D&E4JDY2T\@Q<6!3H*;5G"-(4[_'Z[_36OUWO?^F!I\]7J':VR^W;%H]# M+F3@:S+I/D7-K9*'YB71Y\MHB1SQNZPLNBXTWMFGJ%<_6)9R8A6S)EJ\TAQ= M@.KJ@3)4#@1H8;@\"DO[ QRIB>8Q)V9KD4;D;4X,4@C[X@2NK*^,CLD-0.C0 M[M:XH]$XMCDA4#)/(. ,HTH8@B#L.]ZP(6,OK*]?\?J"54&USXPG $EL"I.,*;2 !*3!*+#H.@S.\\H\ MV2&*V+"'ND:XQ)HC1DA5-*02!J/?E;>F*6/)K8B&(I-M28;L@L0@@^.A;UL/=>7. M=$=,Q1%!^@:D@5P11K?$,F:&6>QQND"=FD;:$TM"_LABTD:EF>4Q*@PL*I*, MH[ZC1E_+X#&'88CG/KWX;LMBK:+3WDVA)5%J=CKG$JKBSO6D841BOHX\#3G. M33$X]I %F94RI2E*/W]) 1!4%A.#O1H=#P/&\^N3@21F1L^0\9\SORN'Q5D@ MT67/=,0)U<8_#XV \MAC34XKV-0N1,[2%4;]! #- !LP>]:\B%O82E@L$A-8 M0^.U]7$2CD#@D1:TS)%H=$&9OCT9CK.D#L*5L961J3I6YM0D:WOXE$E@!KSO M]/UP,#V=R57=F=#4;U'^_P!@02X:,12:+HGR 24MF;;(JZ8E@.D5/6VP+FYV M:9I7:I_2(WA.2(HA>WNR$I0C5D;$<$T+!B7K.]><"L=NMR%<3\Q1:R6?9YC1 M+F.F((W.;4J4FJ3E#DV_C,H$R%Y/&L-^2THL"L01[#LSX_I@7 3Z]^#DJZ5. M:/C+EM X3F++X/+UK=0]8MZF1PYU1IVYTC#J8(+*UJ10U*DZV1,3.B1 M)'E: ]C1[V_/2V."D*)2D.,"> ):Q:+QR#QF/0N',;7&8E$F-JC4 M8CC(B(;F9@C[&A(;&=F:6], M,A;6QO3%DD%%AT LL&@ZUK6L#$5L\J\PWVZ M%OEYD42B\ M\6,3:HET=C$N5LB^41]ED!J8;HVM$@6QI :L3DF@+4#1E;'K?PU@8O9N4^;3XC[89(Y=(;=']_MNIWPGU MWR#4J"Y5Q *ZA$=K?7455M\&$S,YL/O>4RD**3KGDXUYW((J "5(J1%LZU&< M&V+ 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# \3FA" MYMS@VC..3@<$2M"-0GV$*@@*L@P@1Q A@, $XK1GR#O81:T+6O.MX&KCU-21 M1 >?T_!\^8'^*7IP.@9:0FZ1TCKRVQ^P*_1GO2.EKWKR1JT93++(;;\(9 K1 MB2';/;'DE>@5$DF)P_8$WIM/9A,:*DT[Y?=JT?9F>TN*BOG.T 2I/6JIQ9'@ MQO> 28,? BE!2(@+:L*"(C0!:4 !O>_K\[V&L3FKVAV("-5]-N\(S1M,UK;? M"X>Z(3;%6RN$\DRZ/!N",FMPFI0Y%/!BTU,E"8 M> O1P25=?:UQI'*;GEY2Z3VG"XA4LKA,2N%EE_/5[Q^RZ@-L]Z'H(9A ML5YD39%W=+"%$<36$[-CHW5Z;-$;\IA/\V-:EYTPBSPR!OB?:955-#_9_25TT5OE/$K^!O^K2 M0OZ=F?(6!(SLWKJ5$"?GB]>A:IK>22R80JX#*DB%?S*8((<^&K[ M2KZ%2B*1.T71V?$"2,-K\>B2.JQ1\1F +T(P(7?T?WIS3RI*F:%6_*)8GD;C M#G.S'EO@]6V9:/\ CVI&-Q SO=P6H?7$3DY%:58U.H_QSGMY$D1_,L[81""G M4"*"7#6Z-CXV-SVRN")W9WA C=&EU;51"YNMZW@:!.I_8=V1R_T#T/6D@N+UU%H:PJV+= U!5C&)YGC1-I \2>%QM[DU66(PU+,[7KUN7.%ITY7UTNL:1UI/+-K'3.X%N[8 MVN)QH#&U8$G[1(U6B0YP'V6@.TC&I"6(6@H%0^UKCBX06NL02B?U M\Q5'2)'3;K)[DJ:PJJCTLYK5JGU"BONO%TN86\Q%9N MC>FE*VFW,3.OT:\@(\(QMRD"DHHPOX;"FV+[9JQ;>5.HN@JPIOHZ32[FME/' M(JEE5$3R)35E7/M2'VY7R]!? MD?\ 9G5S?S['[KN.K>BZB=GR35Y6,?KJ8T+/&"=VU;=@,'[PUQ:C(@K)5.D_ M1K/Q%IA:HHP)"9(C./5FDE%&&:"7'/'1-6=1UFCM:HGE6Y[9G* M,RN'3B$/BV,S:"36+/2=([QJ71*1-QZ1:D4%ZV$8-#+$82,LP89QP,52>]:0 MA+RYQV9W)541D#*W$/#PQ2>PHBP/+2TJOJ_&='-L=7=(M0-RC[@?6>: !0_F M'P+?G6!Y'CH6@8\O7M3_ 'C3[&Z-:-K<7-M>+,A;8O;F][*2'LJ]>C6O1*A& MC=R5Y TII@0@4!.+V7L6AA\@'T)01;LH8#+PI\#ZE>T4:5,H[+A879-(W(S9 M3='U#:)ZTL)>UYH=A(2"!H\T6O 0[W@5QMM^IGETVQM%H5VZO0796P"9VV;1 MII,RM;,W"<592!O"N=%R MTA"D$N7'@))T8,/VFC" /D6]:P*>1;-6*4:AQ3677ZAO2*42-4N(F4<-1IEC MCL_3>E4*2W(1!*E?M*;](!"T(WZQ?'6_COP'XJMNJD3>!W6V;7R1J->OXT6Y MJIG'$[>9(MI3EVF "TUR F&];0IC#OQ="^_ZBQ#^/Q#O>@]FK)KH1:4[4^A6 MRESH>QHC=2EBV6L>DH2AJ6=*/2_XJ'1.$\&S$X-[-!H8?(=>=8'J*GD&/(;5 M)$SBAR9Y-7D,Z@J1-!A#J>U;V%S);30+-EKC6X6MZ/"5L6R=Z_O\8%-?;5J^ M+J6A%)K(@4=6/Y"]4Q)'V81YH4O25J,()=%+00X.* M#R46(L>A"UL._ 76A:42>420JV!JODCR]],>QZIDL=@L^9JF]>:VQW.=VG((ZN9 M(Q/^AKPI[^%16M*\*<2$CC)62!57.71WD$A*UMF(7.#:@)&H4&'B2!M0P& P M& P& P& P& P& P& P& P& P& P&!;##)MOKI+FS<=D[-J)OB=C"Y/S8! UR MC[V)H?=O$14A5'C=V-/MW_",4" 3X7I5!6@[^OY;"Y\!@,!@,!@,!@,!@,!@ M>1>K"WH5J\91YP$212K&2F),4*30IB1G"*3IR@C-//,T#P =;$(6]:UKSO MU3>HR!DROG\KO&>JWB2]'=])D5W6C(WUXLVSGBO:PF,#LN,2!DA+3^2;DHB\NJ+ MQM?H2'W(Y]1O%;O[PQ12A0T\BBSO6$';ZV9%2-=_E2Q%;R4OAS.D+4EJ=?/\ MHG9A9H2]Z("%^]K51(< MK@<@-2-DTBPUQ._R6\2I&,8M , >6,O6]A@Q]]?$A'157PN)7^>W7W6/4*_L MG5ZRNK6&1L,SO:3N%@*9TJDU0,,@A3:GA3\W6_5M=S[Q;(>+W'M=(YL5@6U8]IVI9[QS@WFSZ?FV1<:>^W9M5_LMOL#( MT*QV0HP.KX8E-00^MX9%X%%$)Z@:L] M'&X>R(8\Q)3E1O\ NJ34[6W% $8+^X>]>=_KO B97_)=I1'K>PNI'[JZ9S9N ML)G;86LIE=5%.L\2:JYAJZPGJKHFW2IIBY5@Z5P9_M%X5&N0G+9[OHTDI4'8 M" 8&#JE]:;[6UHUB-TZ1>9;R]SY>5L=(<\<["K*-L;Y"[4M\-H!<036Y4KRK M>+!@T$%=$G%'&T#4TJ2=N)07!8XA1$:V%H5KZD6.-W0.TK-NDFVV\\CHHA_( MW2->UM9MGH>E$$D9I=%[RMZ J&Q=;<)C3/*#P,B-MYI,>> M^&:=IG;O4%,S%=,C6IW2MLG=7Y\GUK.A#9N0N*QV.8BDR4Y,B9"-*3#]A-^/ M>O:6N&NY$=U=+.]IM/>%4I:RL=*RU3$JU710Q)6+A3Y4DB#DV.K[K2G^#K0@ MVF6$J"OS"0GZ%K6Q%"#%K_ZFS["I-/#[IZ3<[QNQGO*#WO&+3M*EJZEE4L3O M7=4 HJ/P(KEYW.6USNL'"K#EI3LWIU:1U(W M-_?6!:YKD[:W@"00$TT6BB0A 'P$.M:"@SCUF>NRS)"=+;#X:Y.FLG4-C RG MO\FH.LGAV.9XJR-\9C+6:M6QLX\:!@CC2E0(RM[V!.C3%$@T$LL(=!R6^L[U MVN4Z%9R_AKDU988Y*CF0IHHH&L#)(*6-ZU.Y(I&)U%&MJ]O*5P2EG@4?+[ F M@T+S\M><#UMOK>]?[-:#?=K-Q=S$SW U3E19K?9K32L ;9PEL)6O6.JF:%R5 M$Q$.O\C/=7 Y4-7LW9HE)FS=[^SP+041B]77K>BTB3RZ,<)\G1R4I=O>TTB8 M:&K=H>2/Y(SNL??M%.+?'DZH&G9E?%:8_6A>#"E ];_K@>"NO57ZWJE<75UK M?B7G"(KGV!R:L'LUJK".!+>*]F;<)HET/F>2*(F_@9V9 M%^XLIK_'T"S9(_(?R49)G_,6#>@ZXIZM?7)"([8,0B_$W-C9$K731A'9,7W5 M4571V:I84]?R2)$2%D<4"QL< 1V0>%J30RO]E5K1@? ]:WH/(F]4WK311F7P MM%PIRRBB$]D$,E4QBZ.F(0DC\@D5=E.Y$(>'!G3M!: :V-$R!>!*()8?@% ;WK H3GZCO6,\11O@SAPES&=#VF9R.Q&N-EU1 M&$K2W3:7-[&TR62(4:1$06D0<(OXA$4B)#K6M%A\!47'U2^MMW@$# MJQSXEYR75U5[O-'ZO8>IK1@-9(@]6-IOU.G-C2"3>$:V5?M"3\T>M_([:4G> M_P!2@?$*NN]8/KI=H3 JY>N(N8'^#U:EDZ&N8W(J:@\A;H2DFCX*2RU/&@O3 M.O-:BY'(![6+-%"#]ZCP,7D6M;T%F2+U ^KR6((:UR/@_F5V;Z]B6X)"DBFK M8]]4;APGQ\DPXZVZ+3%[*:S)!)G!8(O>Q:$H6G#WYV,7D/!,_3KZR+ 7(7&4 M<<5.H5-<+AU=-G[65(HTF;H/7[4%DAL90(8R_,Z%(UQ]H#I.0 LL._J_M%L6 M!YK#]-7K#M:P'BU9_P =UB_V*_J&56[R\2B7-CPM4QUI:6-D.$>SR9O"4-O: M&)(G!]80>2R ZWY_7R&S0 E@ 6 .@@+"$ Z_H$(=:"$.O_ $UK6!JBZ&BZ M*CO8_P 17350RV.4=>RZQ^;NEX:VNA:!%<4+A'/M@VU6]I2&.?0H \3&AW>L M26U(\@ 6I)9) :WGG;(&E"2&U_ 8%NQV7Q.8%NQL2E$=E!3 ^N47?3(Z]MKV M6RR9F,"2\1UV&V*5(6Y]:C1Z"I2'; H(%O6A@#O>!'WHWM3F/DI;"6WH*TDM M?N=CZ?A0ALW&9K*G*0@BY;<:_F(V^%1N2+ %MA;LGV8(T!8?!FO&]^!> CTB M]P7K;7O?\;3]31,+]O1 @M*N+62WK3-*$1[@'11*^%IA'"*3)A_=H/G9!@?K M-^!F] V'WKUON:S;87U/#D+O]X4X&1]CMA1I^/,&5HXO:5BD4/:W=62:5 MOR PHD98_ OB+?Q%X#S*_<3ZRT1X$ZCL.K FC)*/#]?\F4%_6<:<2#Y'IX\: M2 S0TXOD#8M#!KP(6M:$'>PHK+[I/6/(W,+.Q=3L;HY#4'I])4E>7&8+7XRG M:0Y4(S_'>B@-H3?&]*]BTE$4()FC-EB"+8>__P"7+^L+3<)T,[$K),2#2GY) M%J68(7G0T8CPGI]1Y9&"'X2P.TX_B1I-LX>M>0AWK>O(4H[W7>KU,0-0HZSB MY "UFV\XLZ#VT4J(6:+&=]"A$. !6)Q?66+?D980_IX\^<#WC]SOK$"%*('7 M,$4:6+ H"OPH_8:\050R='E@5!10U0)$6:7Y^!AVBRQ[ ,(1;$6/00ZG;W1> ML1D^\;CUC$PI4^D>S71)#K3P_6@@$9L1D+M_P!,#F5[NO5D=H[8.NXAK2=.:I'HR%VN2(196M;$$@)T! )2HWY_ MM*+T,T?_ ,4.\ B]W'JZX*ME@2I45:W4J&I-.,^DI.GV16PP' MJAC_ *%!WLWQO6_CXWK>!S5^[+UAH%A[9)2G,YG"F.GT1BY3S^06SJ/LVAVITGV#6COKV,&A!)C 8# 8# 8# M 8# 8# 8# 8# 8# \:\:H"0\2$!!BW18_P 0M28:4F,4_ 7T@4&DDJ#2DXC/ M&AB" 6PA\[UK>\#4;ZJDZ5,\]?\ ^#4T\+X257U)E'-(IHYQY5&"K$*EDV1] M5%<\)46E,J!S4IN9.H/CYCN>42)Q&Y?M:8#9M.88&QZ[YT55$$7VVY'6(IC% M8@72R71.K:_4V;+YPPE,[DV#8D,39V-]EB\*!>YD.N_V8!*[Y-VM",VEVH+, M#!'*'L$YK[/5+&ZEG:PRGA- 8?:Z)FLVGK2J!QDM6STQ:GB5D0L%DQ.-)YO" M'A8W'$ Q: <08 TH6P#$6/03 M"Q" +8!AV'?C?Z;UO6!;^_@D"/_:X MVQ@.3C=7E9\?@01HP'V#WK7G6!&WF7LN ]/PZ:3IGKZ[:?CL!D+S$I$KZ%KH MZI@%R:+2*00^:,Z$]UG\@K-]*A4B65JZ_XT8S)3*6%?9*9"9$F:4%1=,H MH1)C# :WK6OD$@=J4P22U&U!&B#= V4?LTO1)FC=:V7LLS8O@/1FM^0^-_K_ M *8%+<9+'&?[]N\@9&O28:$I3^XNJ!#^.8YF[);2S_R3ROJ&X'!V C0O&S1: M\!\[P.I1+(JE6[;54ECZ9Q"YH&3;>H>6XE;IY=4^UC6T[2F*0GZ%/\OMV3HS^W8_'Q M\_IY\X%.U(X\)W-CVGYFV_D (,/8].B';N26J+,.3#-;='_FE@4$DC&7O8-: M&$.]Z\ZUO Z95*8[!HO))K+WA!'8G#V!XE,HD#H>%,V,4=C["1 MNQ:.+E,;B3=.XHL1S60.6@/+C+$)A;:O2(7=*F/ -8E3?85HP)XH9]!71JV_ M-DUB3BQZ=QQ_;RAD;.K:M/Q:O3>-DVXIUAB/]W OWHC:;Y_=H[?P^/R_3 ]X MY3&"P&F&2-A 60[BCYXQN[>$!+\ 3!LAHA*-!+=PEBT+:;?@[6MZW\<#TMK M\QO+8%[:'EJ=6885(@N[:XHUS8(*,PTE6(*]*<:DV%*<0,!F]#_L$ 6A>-ZW M@1DZFZ^@_([-"Y585>W;+(/*WL#0]SNIZW66#%*M2G+65M226TUK, 1_+09%D]HUE"79I89G8 ML$B3X_;T%C9I/+H^PNST(0Q%A"TMSJX)%CCL1@=AUHD _.];U_7 OO U?S+V MM4Q7-P6C4M@T?U;#D5+3.MHE:%NNM3LRBH(:WW%(WB*U?8CM(&:!#]Y8@?;L.B_F'>O/G6\"W$UBU\M,1E(YU#59KBUN+XWEII.R'F+F1G, MV4[/",!2X8E+6UFZV%2H!H1) OT&(.\"NH'ME=1B*:W=K)1I*C.)&:$(PF#"(.Q:UO7ZZP!\FCY!#XHV\MAH8TB_< M'X!"](<SB]F_#0R]?+6_C^N!@KFOJZHNJX?(IE6 M"B6MY,/L1YJ>7QVQH3):UF,9L1@;&9ZBS"O_C!WXV'_7 [ M"C2SBRSB3 &DF@ :4:4,)A9A9@=" 86,.]A& 8=ZWK>M[UO6\"#UJ>PKGJE> MFT'*-E[L"+V*\4+9/1L??EL'(P].B>$Y.E2,W0QE*D9I1Q8A ,#O89S,7(23#2C5B4HTA.)8>48H) 82D M!^@U1H!#T(M.'?\ 4>]:#K_C@07ZH[QC7-MS!/+ H,=9EK& MC6)5TE?92:J>WYW*7R +&!6A2/+NL1Z8&5B2?LL:2J@(4.S2C5@DB8&I&&)%#;[A+ 5=1H)>NELDJ)Q!ZTI"M=6A?2S'33/':\WU/$8HT- MCM;\;WK6]AWY#O>O/C?C8?.O^&_&]Z_]MX'[@,#\WK0M;T+6MZW M^F];UYUO_P!];_3>!^X#Q_\ 3_[?T_\ @P& P& P& P& P& P& P& P& P& MP& P&!XG)()>W+T %1Z(:U$J2 6)1!"I2"4D&$A5)A""((3R-C^8-[UO6A:U M^F!JS]1DG4POFUMX:L-C=(AT/P.VL%'6NPN#4N1M4NC9(WLFH[X@#T>G)02V MO+PA['MT3JTXOM2.I;@WJRR52,P.PGET/(+ C-*60ZU75CY=-AZC*Y!$JUCT M@AT5<9([N^@M2<.Y#/I%%8NU-[;^;M6K-/6@,_%(,T2 T[990P^MJ;5Q2UU=/<922G> M/(A8M!1Z=T"U5$YI]]3=#1PY!;[?5M*2Z\(!I5%D1,3D"IT4# 6X+/QMKE(B M0VK>L^F)?S[.NW*^*YCL3FNAY%T T6/SQ&7B14XMK!LA:^GJRALB9*YBE8V7 M-U4./<[$AKU('$DY,D3J!O):C8OS#51182J[(6]6M$&K6162:,WO5[_ M &U BU\#:9)8G/R!>N_RC"H,[V9M-"VN8/"4Q-M,;25Q*N M[:=N>Y39[(Z&LCHM0,;JN0GB3B-$0CV,,5L7KZN5P:O7G3UY\6OMH<^U)T9U MIT;*:I3V_3TDK[G.OK7(N5%SMR\L*E%D1AWMANJ%%,&DM8F2$+8R$DK:4HU6 MB( 1L, V'Q#U?/.6>&Z-M+BRRD$3I!3V>E45RW.U3=(DLLOL&2FEE#T;!E\=(2!0E)%(%!@4Q^]:%ZV;$8 KN_UF/=T6I# M/4_KDAQF%EVURI)79]Z^;D#.U0ZW7:0NMSJ7.6-\%):C2FJ3.&A/3,F5"VA2 MZ$:=X#)%G^O?H"W'F[KBF'K7*>NBGOD#E"G:=L%_N;F=:]Q_H"C':8G3.\E, ML*L,;HQRUX;5,:(;)(42LD($C%I+L2;Y''GFB)'65E5S7* MF+6U%I(GZG.D3NN>6@:>NGQ JC+&DV8: T&B220!]$?5%-&=%\S]!T"0\?Q] M5=5+6=5R-\V-0$#.LG4->(TC=#PI1!4&I$"IR 8<6'?DTH(@?T%XP-2TJH_V ME=;4_=\,MN%T1R,ZE<-S_FR#-L L)NLI?;MVSY7'QOL]*MMI@S'8%*44-E@Y M+>C8T>_W8P;\:L6A,.:T(=!%:7>O.TY-0_;:>"^K"J:>C]_4-4M&5+Q4W690 M"R,QR_H&S7*0+N%^7-KLWU5$W6('SAB:VIP95"B<.B-A*6J2B#OK(*#(-W^K MB"K.1P1"G/6D:3+^@;KX]=KRH)RNBFD41KJ.KH7(D!Y]L6?R"TI]9TN2LMF7CSY!7#GR#IKT:K4K2!G-T.1'0)O9W-I2; M(01>-FN+;&BA";_W(!!9(P!G'M:N.@>A'_E"R8SZX3U-K5-<-$7(\6.X6KRZ MBLN%1&L[8>9/,*-:YB;-PO!Y4J;F=$J^M XB85(7<0% OM(.*&&EOO7U&=O= ML];]$7JU\7)80MNV1\_ZC,XLWIGFRR&-A8*M1-+>X'2:#NE>3&?UF6C2(_D4 MDK^4:TL5!,&IVH":5I.'VL$E_4245\QF?46 O[![V(8_@'0?F,6][WL8O'G> M_P#C@?,WU]Z_NFNJ^INE;2WQTSM7Q%O+I%%[%7VZ)? +/G8R.O; M9Z))O1K?^4H_!Y30$KK)_BT&YX=9H_,;[U>\L;:RGIHBLKE04AA.S ?O&G(H M'UAP+AXK];,/BZRW+=MWU,PBE;6BUQ7CT+13%$[5HES325FM."2JNF_F%4=! M7LB.-<)W"I$K3.+ Y$@@NG)=^6 !Y@!'X& >8>!^MN<8K4;-4OKSB-1V=+1SJV/RCU[L,\HBT.2N>*NB?.TL.XWA(Y_:M/R25)'XRP MX+!YG(JQ>@N22>)70J7R*3/$G7E1HW2HW\@381L.BO\ U+K8CQA63G&N,@U] MT=#XIRQ5O5//)%RP51#>Z:LHJ?,-FVDV/KXVRMQK]\>;4DZMQVG53(TD]JR9LGL/A?;G&=7M\TH@M"WL39-*)F# MA'ZUE4=D:YAJ.>KV.NI UN.CMM[8C-?AI$*I4W^3]ACQQYBZJDE9]LPY;Z^+ M&J=AOCV(4]U3':UKRR>8I5&W>IB(3!$]@#F$16VPW0*QI"^RJH%CI,X*O6-; M2]+)024D=SQ_8I &U#U0\\2_FSGNP8G+:O05$"7]!V-9,4B"-G:(<>5#I*U1 M!*T*G.L8K9EN0.IG#[F<]/\ L$>>S6@DA.6I 2E.5'IRPAA[1>6NR>A.G89* MJ&YS0RN*PZI&VNMVJYVY54<,51^RY^E:.B8@V1&3*!/I8G[GM[D#6F4':+2F M/)Z,9@3$Y(_D$8;C M%+MCW HKTA0U7DH3:_LF17OZ MO;;MJ0<[<^Q^!]IRF4S[EY<]WDYM-*KZUA<'D$C6]&1I3;3) K);]255^X%B M;5*=00/X'GZ$0 ,\VIR_*^6.KN&WSDOUJ7?<48X@CRR.RGHIML3FO=F7143W MSY/JFAU5H)G9]R12QI:?6DKFB)2K1OA"%%M.V[&E&/12?8@CW[*^;.XK.[:L M>^:WJKI=2NB+7R>=S:UU,G42%.8Q5L[H+,N>0L=GK>L:RK"AK"=5#H^1)Z8U M46D'\H0H4&T1AG[@J-)#ZM65Q,=V=I=C6QS9#71L0.)C,]%)B7AH,6I2E(VQ MV)1JER,IS0"-V4>$H\XL)H!:",8? MAJTELK4]4>RFAXU5"%6LKWUTNMNR_I M*R'!D=&QE(NVWJ37#; M0SNKMI*>MVV-JYPTB2A^2E7M$E-4Z2IP^-_(]1]7P!K_ %%O6!JX]2,!2R+G M!A[CG3D9-.D^]6!AOFWIVNA#^P/C6_EKR%4P/S8M:V'6]ZUL6_B'6]ZUL6_&Q> _P#' M?Q#O?_MK _G.#K?P,+'_=K>PAWH+CP& P& P& P& P& P+9ETUAM?LHY)/9 M;&(3'2US4UC?I<_-4;90.;ZY)69D;ANCRK1(0KGAW7$I4I.S/L4*3@%%Z$,8 M0["YL!@,!@,!@,!@,!@,#3].H&WV'G.P*G?C8^T^Q%BNJONE*=3J%QS%- M)]1%4F677O2Z-J,..0M$NC3''MPYZ6$ (TX(W=K =HPP@L6@W ;\ZUO>OZZU MOQY_IY\?IYP*6E,=MN#CI:! !L\(M-.D^E0EVQ?2/;CMP&9X3?'[]@T3]?ZZ M#K?S_7QX"JX# XB$$ 1#&(( #L0QBWH(0A#KR(0A;\:"$.M>=[W_3 L91:- M9(Q1,*NQ8(E%/BAJ(*%1+H^0*:$%EISC#HGHUP#N1E )5E#V)']VM!-!OSX% MKR%$2WO1ZUH2R!' DQ*):6:*V($$LQ$ XU.-6 >W_ $$2 M4*A.87LS6_AH8!!\^=;U@9;8WUDDS0WR"-O+5(6%V3%K6I[8W!([-#FC-UY* M5M[D@.4(UJ8W7_*86,0!?Z;P+7/M2L$R>8*U-CP).EKU04DGRD^81XI/!U9X MM@(2S XQQ"7&E!PM> 6[($+?]-8&,)]U]RQ5LYK^L[$Z&IZ'6%:DA3Q2O88 M^S^-HI'*I"L9BI A;&YJ&X?E?M!"'6O.][_36L"U([/H),!A+B4UB4H,&A Z M+CLC9WL8VPT18"W$(&Q8I$)"8(X&@G:_V]['K6M_KK [M3:&;5R%!J71C:Z( MDIE$K1Z?VK:N,$+ &FHSI"G_ "_N92519 Q%B4Z*T,(!;#O>M;P.Q-,(BLD.0BT<$P(-@$5O0];^/ZX' M=(I1&H@VC>99(F*+M!0M@,=9$[(&5M+&$DY1L(USDH3)0"TG3F&;UL7GX $+ M^@=[T%L:M^IMPLRR-6C76Z[). G-GNIM&MPLH\Q24B+),E/[G^Q@.,6'@*T' M9^M[-&$.M?+>M8%?CDSA\P"M'$99&I2!M,3DN(HX^M;V% 6=C)3J7IU;6=.K<&]I2GNBY*WDJ75 MV5%(6ML3FJS20'.#DN. 2G)#O9AQHP@!K8MZU@5+ 8# 8# 8# 8# 8# 8# ; MWX_7?Z:U^N][_P!,#4+ZE28Z!EZ@.Y^W90>#E5^R@_D(NP#HJ='=[&^27=_* MJ"VV#.F0.<%MR[7&Q?4@'HW>Q*]MX ->TFQ!MW,-+)+&<<8 HHH C#33!A++ M++!K8AC&,6]! (=>=[WOQK6!SP& P-&?OIJN+S'FBHIPNK&,V)+XQ?3#3\5 M/?8LW2=7&B>QXM*>2SGQ 4J2JUY1,5EUM,$G&!&':@:N-I1@^!A19I0:5Y(S MU0P>G"U97+;5JKGUQDZ8T5GR:T7O3HR@98D[I1-(DRAR"Q&+E@=+2QGE$_ ,#7_ ')()3!/ M5?UB^^P>Q*TI%SL6W5SEWYN71RQ8I:KDTJ&F-11%'D9,DC]= )ES8\2$@!1F]"1)%(;M7'ONA M(MU!2'%M M; V"^_\ '&>F <$SG,]:F;7!2V(0NCDG0JSV]L&K @ XK2B##$B$2XTLXM$% M6>$)>S1 $$O0OEO6]:\8&M"K>G/9I+I2VL=D>KF,U&PJV>9*'&;J>[*IG#6T MO;9''-RA#9MEC%=;D:]'*I$E3-BM26GUML"K_*^M0 H1>PM-@Z1]OHD#NIE7 MK'H),J;8/*'-O01KO]HXE&C#7,H:TLT+B,O24'UC%\]![C>G?9".N97(TGJ[;B[$9Y?$6:-5NY=PT MR21,(F[)I ;+9F1,T,/<6MD_B2AN0$EMZLD"EQ_AAY0=(^SUSKQ M5(F_UF5['[ 264-:"0(I02F;@LQY&_ MF4<-3I1L(/@(.S70_M$4PAA?4_K:J%#-39O,F*30%Y[RCX"D,,:F2/JX;.F. M8L]"N[>Y_P L?5CDD-;#TJ54@*0E'#V+2G8" [9'T%[0T#+7;G'/7)2\@=GR M/R558\74]X-+.= I(AEBQNC#4U/YO/BIOF#>_1!.4Y'J $I-HU*G\7XC^H1P MP_99T#[0VT4550_US4O*$;M6,4D$G;'/NYJC+U$+0<3UX9;7H3]<^O;1(VN- MD@3;)>"#22EOV&?$L&P!"(/3/^E_8W%Y4J9X?ZQ6BSHV2P0A8GE[+V_4<;(6 M2)ZB[>Y3=C+99A!F=V*0PB4GJ&LI:8 /[J2G"K+)*";]( J$GO3V6-5IOL>C M' -+2^IRIDSMD;L@[MU)%GY7"EB=K$ZR=X@:GG]W,1.3.>. =1>Q=Z \;L7U; MB@6VRN)=*$/[1VQ1DWW()ZR,AZV,5DV%DL3#M*IFCT6!$6[+-IVY S[SQ> M[!@6DR])=]6ZSRUFE_J-'!G6/P-1.X&&Z^L.R&_?9JJK^WW=P]>%0,MAQ>.L"ZGH>F[A M9I$U6I)%\A2(I Q/4B'1D:*K]&P1HPY>!8<6LTL4%A3!++^>S@!9;%TA[:G" M.V*K>?6523#*&!_@Q->LIG>\>7L\]C;LI< SM6>_(*./4QQSB*-(2).!4A"! MP,6:"'0=$C$(+D!TK[,RZMDTF5>L6%F6BU6/&XW':N;.[:X4()37B]BDG2UUD0(:R&+7%U4J$(&D@XT8!)?M,4 +,!Y#TN M78_L'0Q&OI E]1MG.S])5\X3S>%(NN^4RW>ND,?7MZ:'N!KBNEJ1BD^YXD5G M* DI5)8FT*483]B$,KYAZ)'V#[ F:-56\M/J7LF4O,QC$B=;$BK9UQRTC<*E MD;9(G1I88LL7O$I0-,P_DC,D2NOYK>=HE(G6?2,(E))A.@I\RZD]H:0%;NE= M^K*-R1NDU5ER:P&"9=R5+"996]G_ ,A?$1U;?8UPR:QR6)-1U B7$NR14!,8 M8X?29H@1!GD/-)>K?:8U%L8F#U,1Z4F., 97MW+)]@%,M 8]8*[:G]X@R@QT MKPK]R;F+11?EV3:&6IV;K19/@(MZ#W7%V![%:\D^FN >I>679&M0*$2,V617 MLCG:-A+F3S&B76<0(MCF7[.ZJ#(-(1F-93B$/T.^RMJ2@%%#!K88YLGO?V80 MZ52!GB?I7M2PXXT.$:3MTO;.Q>;F\E]1/#DUO0]%F:$$-QQ0AC**&87LDP98!&$[$$>RAB#K8R]C#_:/8!;\>=?IOQ@: M;.'&OL4E'-;+MP<6A]N/G!FK>H;3MN.H&QTK=ZVC;M$N-.CJ)P''2VM 8>[1U4!"4> .CP*@RST M7$>):JM6JCN0[OXNACK;S]U]?:"?SGEUEEU25I&9?!*FKR-5H9U(Z":WMR1*](5B=R*+9E9@Q%B#Z-_6LJH-?QA4B[ENLI)4'/BYPM-?5,'E M6UX7%-&%]PS]:!_1(W9>X.K1&9FO4'O+,WJ=DG-[2O3)A)TWU:3EA\F'M 41 M@?3WMR8:[:VESKOI!'"X7TL48&RCK":>I62^R+AZ=R-NXO>;!?*5MQ/[696WJ.>5RNM:)50>WO^E[U"&TQV+4N2-\_:/XN)7LN/N!Q:$2T*\U,@4' M!)V44(6@DD[+FYK:G-S>#TZ5H;F]8N=%*KQ^*G;DB8Q0N/4^="U^.4F+$(?G M6_[=;P/BZY*>^8)U9#&W<,)X(OZ^/]NG0M@5[*J=J5#"E/HU=WLTOFR-.$U<.UCH^.(KI#\UCB\*M?M&U2+00! M"=OI:@-=H^K*\-8*RB[U&(?ZVJ_F7._1Q9;%)GJ559;DY9P*JL63#]GT_ER? MEZ7_D)2ZJHWZQ+A:K.;X,ZK)S((##:V03 MN,H)0D+L!SE"$Q,]M2=>K1_M"^+QM.Y.2AR)$8>WM256<$D_01$F!"K@>?\ M'K,Z>R%P[->N#:W8]2SFA YTO (&R17BEWIG^(L;OSEU5%H7/35[/)GN_I#; M($"IP,+T>G6QU&UA,,$A H,">WHA<>=57KMHA!20*A*FS'7\/:;^)K)DC;"^ ME62G:AZ &S$;*F(=/Y2)IV 0-N0C5.B-ZUH8@Z\X&Y; 8%/<&EJ=PI .K8WN M84"](ZH0N"),M"B=$ ]F(7)(%26;I,O1F;^11P/B86+]0[UO J& P& P& P& M P& P& P&!0Y.T&R"-2%A3KC6L][8W9H)W&N2!0C+7$@,UL S4@SM& M!UO6];V']<"$?K?7,T2Y].C)+"V$U,HXDT BS"Q;"+6];P.+O_($)#(G MB;4PJR@O#2C=B7=V6LI+9%=;$!T6L^D#(]_N+PB3@#I*B-TD(/%OP-23K7G8 M7#@,#B, #-:T8 ]!&$8=##H6@C +0@#UK>M^!@%KSK?]=;P+2=*^@3V!O+> MH1$'<#2HU(R_B(_8Q?/8O.\#NU! MX4&+;@X8?%@PK:82+0I;?@W*2#$8?V]0E*,(\ _VAEA M$'QL.MZ"FR*"PF7K(ZXRV'164.$0==/L372*/-#VLB[WHOZM/$=5.:12>R.N MBO[?R$PBCOC^GR\8'-7"88OEC3/5T1C"R%):E5K5I-UQ"MLT7HLLL(C$6RA#_Z?1@MFX& A>N7I/\F.K$WMK[E;%2%QOSMG2@7[=[F>Q$Z#]M6)2R'"E.*G):%^+"Z2ER!8[*W&V+/9Z^898]!X7JN/Q222*3 M.S+ XU1W'Z9)#6=W>E#DPQIF>WNE) O4I(PA&4B"H4@,4*B2MB&+0QBW@6BF M]<_H^D0S1A+^ M_?P '^[YA-27\85//^LJ%[*F:J1/MMT2;8W,! !%$A0B#K>OUU@11ZKYPLSH1+ ":QZ MTN?DY;#W]8\/KM3##4SXMGZ(QM.3-;%)2+8@4_:=MS$YF?FIM%IM>#MB\ZV+ M8!EA1.6N6K#=2C8Q0=2@5KE*MRBJ6J*KKTX ME2[ 5 )- >:MTF^HD&M>1&"UK_7 @%ZO: M^(!S-$>GY._J)Q>7;L:AG3-UST]R>521P<["CY;53,P,;.O>%TA7-30VMJQ_?&_TWXWO6_P#Y MF]?KK ZTY $Q!*8K9FRR"BR0;---/-V$L.@!V:><,PXXS>M?W"&+8A;_ %WO M>\#NP& P-24/C!G*/M-U6]:.#J=3?L!IZ]>C[ K5>_.+HUUQTA1TOJ=KE5M0 MI$YJ%>V!KO2/7$F3/Z!-LM()W8DJLH !GJ/D&VW 8# 8# 8# 8# 8# 8# 8# M 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# _-ZUO6];UK>MZWK>MZ\ZWK?Z;UO6_ MTWK>L#5ZCHKJSA^K'2 \,,5>]&PUVO)6]UY2O0=C+:88>9Z[O4F@\%L> M+02QGB90Z-V$;HV/M2]L I9F9>) 4H/(1I2PA:ZFV/=ELDW2/C#U]EJ-F#V0 M-3VUC0[$'6@"W ML*6WS[WK*OV_\WFWUCM?Y0UH5OV=/='K/VL"8)>TAAGXO.^_S-.(A;T'17ZE M?'^_^NL"H.4U]Y*5/HUOY]]8CH?H(]"3 Z6Z82;&,)X0 $$U5SH L 3"!_/Q MOSO7PWK>_(M:T'<\SWW>MGX*ELYL]:LF*\ XMB/J;HMH7;&$DT1IZ5P=>:- M(BBC3M!" L19H@^?U%O7ZZ"UG.W/>R]'AT:DTG#ST2=HT9&M_$WSL -[UO81>/CL!KL1.@@-(4@Z$ZC+#O[!&A$D$3OGHTT1J<)81;-_L /1FM:#K8=X'[J2^\7P M5\J?]6NQ!+'H_>KZZI#HPW>@_6,H.Z!%LDL&_/D.]F;%K>O @^/.P[DS_P"\ M$X0@J:M]6B(.B?[3@W7U:LT)1HH0-_[(:.3;T7L\6C/'S\Z '9?G>Q:,"'4? M)O>(,K6DU/>K8@[YD;$8??G5*HKZ@FEB4EZ)+Y_1BT8:1H0 #^SP6,6A["/0 M=@$%(32/WOIDPQ+ZI]4KJJ+,&:$MNN;K!F"H("#>PHP:64X[A)4FCUK6CQ#V M6'S^I>!4U4O]XA*(]0GHKU@+59:<9I3>#HWIX@:@X(-B"E"J.YUTG*$,?]OS M%_;K^N_TP*878'O0.VI\\S^L]!I-'0.!&C>H^B5VW.0:"1LQ@*V3SJF_;PBV M:/6E)FC"0[)W^HM##O0?C]/O>DGT9IAYK]92X1*-KWH1_4/1N@K5IN_#KH@! MO.C?M*01X\@"8(6]:WKP(SQOR'/=B>\Q X)OOY=]:L@;-'!"K U=7=",BPPD M:0LW8TZATYK<"B=DJS-E[^1!GR^K>]:\"#O0*D=B"&/E/UNN;23HG: MQ89UQ?Q!J[YJ!FFA0@/YC2&(=DHQA)\FE':$> 1NO[!:+"';(K"]X:!40"/< MP^MA\2FF#4FG"ZMZ%1"2)A&B"6UC"KYH3B4+RB@Z$)4$.B1[%XT4'QOR%+07 M#[Q]+'="Y<1>OTPKZS%+(]).V+;2MI83!F%D-BY(9S"O=EJ]+H(3#30E)$Y@ M!> ;T+SK050NW?=E^,H&;Q-P)M2-<$M(2#MVVP!(0^221*%0A87<[1*Q.,T)>S-)_B:'6S!!#X^05)/??N<4LSZ MJ'ZZN0&]W2EM0F1N6>P"2'?N0]E:T] $-#RJH3 \'AWM/]IZ?00"#\MCWK>! M13^BO=@GCRQ5KUH\F+9"2O*TE;T'L#7Z*5MHDIPC/K"XGXUS>I-(P%NLKDBL\*M^7)TH0$(TB0A,$)N8'A='1M9 M&QQ>GIP0M#.T(5;H[.KFK(0-K8VH$YBM!!7FCV8R?>R?CRO*5!T.X64]2>G=W.]<^ MJ)I6U86E9J1NMR/S1TKAPBCLA@L-?G9K^<_:1LR9:>0!N7.)R8E,>:)6E^T+ M;D'M*Y BE531H;GR'!FU=&U;J;1UB ME;8\)!MSLI0@:UABHHDI0(X>B\"^FCV%O+_':]A9KVG$@9Y!(XM*)XVQF%U?:EM28%?P=0U)9I M8#HP51#)FZLD'B:E\1EN#JL*(1)AJB@B,^0]:P+5LOV1\FU6EA;D_3"8/C/, M*F8+]7/< JBS[#::UH>4IAJ8[B%3@W'KRSVL 3OR]$[3J/J"H*O8W1 M0^_"_7)&&6R)S>S/4SE<]I.\4CB!77U,0].W(G!C!8#RN>T#T-ZENG9O+0)F MAN=-_8YI-'"*^W>P!6J&]B'-/2,XG-=5@==@Y96;:L M8 L07?1/L3XRZ7GK55])W>U3.?O\%5V='XP9%I]&'"05XA-9B54S8-S"*1]. M]QPLR1(/"I*,TH0590@[V$>M["7$HD\<8(("R@;$+>M:W@1UY][5YGZE>I!'*,L@ MV8/T7B$*L!Z9U\(L2#N)$$L<;V7 )FD2V!$HL:ZQ:9;C:\3:X)-'I5@$HQE# M$'7G M:3^PGD2*5;6-UJ[46OU57-,%]?UE-J^K.V[29Y7,V^6*H(*.I15K!) M8H1N*^9HS6Q %461IR6@V4DV>+QK S?2M^5-T-&W255'*]R1N8)"NB,F0KV* M2P^51&5-R=&M61J90>;,TW@>C-Z'^Q'.MH26)(RU@PA"(LPXD M&##K8>KL5NB0]( M6 5"[+7-+HM9W5#0T:8W:^.$B3QV9WM!HVZNR]Y=',<#KR_K0@E=(5KG(OD^N!S/!( MZW(_O5C./-T1H0S31;V8()K8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8 M# 8# 8# 8# 8# 8$9NT*'=^HN1^E.45K9AR(1H _J+6!JM?+<]BZ)C7V5%?6TI@DMHCD=_Y_ M@\.:UU$RFRK-Z1L@Z"%MY=/3%KME/'(#Q=5:ZO4[H\+GB2A_BK?SX]W@D=2+$Z M;F[FU665(JF5/1CBE-4H7.>N"A9HE,B" P\)'/=#=JUKSGV!7$:Y&Z"NFXKE M[9H>P&JYYW<= 3:;6M0<6E586,V GS^[7'#BFEXIFNZW5P$E(4B(2Z7&-YA M%Q)RYPT&35=,=K(K9?/9*OYDE"F6D]NL%DH^(TD_K606J=S*R$-M&N&LWH&PV4<-0FWBEO4E_7-!7:H7WJ?H J MSHK2SZ\,+O(ZXK>'5#5U)P@$XW$GF11%%8TR:ZQV^.Z9M<%Q*+;@2D&>826H18 MSQ=+7##Z 6W:_P#[Z2WK$ 710T'&O.$^D8?). MHNQJGL.JYB_J.4),T02I4-?6RCC/NZ2M72O3-YIW^EKWC\+4\GUG0,WZ)CEFFW:F8 M4D]='"*7:DK>NP?@(/I4"6REU*&0<646,8PR5ZXI1U.HZ"KYUEG$=WT:=8VY M?%K+.MFNTOT,(2 M$;;HD-O7>M+SCHKC3I&D:U.: 3RR*IDT>:.U2',KI< MJJ^Y&DM!,XQYOL2H9*]SYRHVD'\Y$Z /A;=3+E5AM$Y:9 M*K-;STZXI4YKE&]DA#]GU!N8]=M;6/4B#IJ%V_%;*7V*+I*<21?TA9;I"WIV MZFACMI,WT[.#U\-?E"1(]U_3;$P0YR;P,D:0H3V((4B'X#&8(-CF P& P& P M& P& P& P& P& P/SS^OC_T\X'[@03FKXUUO;G5G6DL1;(BM <;TOQ& MTBOQ5S=$ S9Q+1HD94;D$]8HI+[0;VHIN4FLS:@7O[.B ?I/K81!;"?]T8 Z MP*IQQ"EM>_'^F]_KK7Z:\_U_P#K:P/W 8# 8# 8# 8# 8# IPW1 M(6Z$LX]J-+5"(Y>7O\)9M'M.G/3IC B<=$;;RU6S5(/B0(W1Y@/D,(-@ ,00 MJ. P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P&!3425Q(6NY MZMTVN1K5:J!LM;=5KI"Y0#;A(II'Q1Q=*D2!O?U"8$J&X M(VP@&]*-G:+^O6P:#O>][#Q\M\#S!'[V/Y;T'P$P,!@,!@,!@,!@,!@,!@,!@ M,!@,!@0#]G+*Y3OB&X:L8'4+0\7JLK'GQ K%]X1BU>]O06HW1.7I.,M9K9S- M+E6A")W]I9?R,#^H<";#\:2SQY3]20E00D;Q)R$2@S?TG:T3I,G2FF&EJ-" M;O>@;V9H0=ZWO8O.O.!7R""4Q)2=.442204624426 DHHHD&BRBRRB]! 666 M .M!#K6M!UKQK],#MP/&8C*&M)7;T/9Q1!B;6_R%&B?I--).'K:4(_QC#=F$ M!WH8@_,.M;UK?@0M;#V8# 8# 8# 8# 8# 8''8 "WH6PZV(.];UO>OUUO7GQ MO7_#>O.\#E@,!@,!@,!@,!@,!@,!@,!@,!@,"V949+"6\D^')&1Q="ER+:AN M?EZQJ2+&H2DH+H!.Y(43D8DQC3;&082(W6@&?$(MC"%S8# 8# 8# 8# M8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8'$>MB#O0=^-[_ *;\ M[U^O^G_+O6_Z_P##>L"#O9KU_)\;7A5+FEKZ7C]LR%I0L:^3/;LS\_P!; M63;K0!G;&TE:[J7,BR(M'1@V00>:+?\ 9H/R'K>!)*RI]F2N])1*HI7#'#W60OD*K>!,ZB$,VA*HP\# M$D,;F-K8E)YY2HY0D3#""MM]>>UD+OZ\&2"4?RK28>S2VAEL M5UO53;8,PJ(*]O/\LBD,<4K$\E&EZ3+FQ0!>G(TH2CP M)H7WVXIHKK#B7F);"RI'KI57.$UJSML$ZZ:*<*;HP))5RQ2#\4PC2>W+<&&/ MMGY9Y8MB+-T'0S-:U@;!V6@L?K((DK>*.ID+4K,?-K"P(M'F?( 0M]H]I'!;U"KLL(G MH5E;(MSH\QB-70IE,0LB&.D&E,S?G"*1>)K(U+H8R29TEKS+6E2T%-2!&K:]J*'N".XRE$NL6(B6+Y[$ MGZ-5E3UL7-$ED#C+(Y+WG[8@<-J*2A$L"G*,T;H+;JSVE4O(>/>2^H[2993$ MI!UO%R':O:4JF)6)T-8;^[HVM<]2I/"HQ6T$5S:4QZ+L;866<6, 0R!@:)Y][2.F*[Z+Z.YO>:"H$,AK2XZ6AM,R MUQNZ>-$+MB'7#)*ACSBB<%2.GY&_QVW:F2=%09X?6D+<7Y$Y]/*H0V(OE\1A2.1R=]&&I3]I+)11%"S,BP=BO,+7_%,X((]^Z+4 MZHPLD16C3"PB#%5:^W/U_6_(-1&O+O=9!+AQ6S)6EBFZ9O9JDKG_ (9:MO=K M0UD97JLVYP?K6@#7K1SG#D0%$I3A$'R@_N#Y"X.2^YFFZ.2YQUG=W^.:9A$" MF%XII,X))5*E3/#X)4$J?&=2YV"&?P6N93"IHV-[,9I[95C8 ]O6E"*UL0MZ M+"&=><^MJ"ZN:Y.Y4A-%L@/A2YJ;YA&Y-"IY64ZBXY VZ>8RM?J^L^,PZ;M; M-*V?>U32O.;PHG,@ Q)C3=%F? ._I_I"!\OUYGPF ,L?K.'V%83NK>U3:8-1^T,;JJ1MQ"E7M.,I.9X"*G,_LIK^R M^-87UKT D8:11S&T[$J%FC\673^TA3&60>T)M6S>FKE@!6,4MZ3N4IW!U;@4 MSF1-*^(TI)XE20H*08E,3A4!V5H-?'2/LDDO,G84,I.7TZ ME>Z)LCCV[^CHC:C2]R!%-DLYH9B<9G(:QDL'<8KI.W:E401Z&TG:5?FB6@-( M&EV(/QT%R5K[1Z&:>8N<+R[&FM9\MSKH:L5EKHZH52Q]ER^-1EOV2I?52X\4 M/8G_ /:8.C<4A+^[*FI$UMRXW98SM!V6(8=/<7M*IKC]KK0UB>:?MJ33R25' MI7"#;P10F1)*TN:2%1:'65&MH81/FN1)7EQ,$8W)EJAE3NR9,H&E6&#)V6(, MNW?[,N">;+ D-57SU+5E5V/%FYH=WF&2]T6-K^4U/B #HA7\U10L"P)K[':NC7;-2\81W M4%L&06-(G2#R5WB]T08^8U=.VFNIY9RQAE-/B^4O4HTL;AZ3:E8F,$%$:\I@ MJ"R_.OF&QC 8$4JI[HX[O*9V)7M1](U%/YC5#:YOD^98],6Q4:PQ]D<6;_ &8%K1/V/<(SNL;,N>']6TK(JNIH MUL!:V]R+"(Q,<:6$0M!E* MANL.;.H@S$?/%UU[<1=?N+7&+ZT7)(&OIRF%#!SRN+: MKP?!3ID3,U6.Y[DJ9T[/-716I(0LCPJ=D8TQ*0TS2DT_XE@ (0P:$%V']<;Y[!9'![Q0]36I :_J8Z*VC#V.,R-@E$XCL)E<\;) M^[FFPM6DK\^2D&*&X:PA:N4?]&FT)5OZ]!ER^N^.+^7)'N'=#],U!3TNVPM\ MI*BTZF#0486D*(,./V62 0]!@;LOV M>TOR8YUA'VY? +9EL]DU1IG2$--JH&"6,T NJ9((-!;"8R QF1L$E)?GE:,3 M$Z50-O,4[),"$)H2SHF@(%8T5I^'Q^?RT MM8LVW(AQN(.KPD?WK2YP"(@C\9.9]QP1 !\A!%K01:M'V*5)7/8U'\;-VXQ/ MIS;_)K"6-CS&8R:>-6@2GA0%GIQJ0% M@4$"-"?CBXH6AO7NSHK(0-K6C5.+BN5&!*3(T*(@:E6K4&B\!+(3IRA#&+?Z M:#K>\"&L ]D7 5IGQA)7?9/-\N6S:2!AT/0,]N0Q0X2B6C-+)#&6! )V L=G M[8S0_P#2$ &?H(M"^/QWYP)>221L4/CK]+90ZHF&,Q9E=)%(GQR/"F;F9B9$ M)[D[NJ]2/P!.B;T"8PXT>_T" &][_I@1FJ#O+BGH"6LT!I#JWG^V)Q(8NKFC M-#X!:L-E$F7QEO& +@Z$LC2[*7+06[0PC4%"+"<07O0S !!OY8&1*VZ9YRN1 M#.'.I+ZINSFVLE)Z2QG" V7#9:A@9Z8I:><&7JV)Y7)XZ$LAM4C^:L10-A3F M[UOP6/XA'UQ]F/#:FG+:NFO.H^?[7C=.L)3K*]0:Y("ZDMS@[CS/K ,6@D9SK;W_&.0.$:3SF--TD3,ZM]C2Q?'W%ZPA M>.5KVAE@,4(TC3+B4JUL,89?(3#OR"3P%GDD"!L ]:WL,\8# 8# U_\ 4?'U MPVK:[!>G-'5;QRA:NZJ>J*L1Z)JR.7&R3JL'"0:E4;.(C$I?6-NCUDU=(EKH MKC3WY6$)]O2TE6A6$&Z+"&*IAP9MHS7M4\@"C4BK=-<=$J;\G[ MM/&FM;%JU^F]F6Q)KQB*F0G2-FLMC0J!%Z"2$,0]/^J^\.DN MA)#TNIZPA<9LR*J^;S^7%G^#)ZO9J(!0-EN5I.)LBB#;TK'(5<[C9;^[J"5I M[VVZ_;40_K0!(%\C-A(RW2NZV_O[A0-;S4YWY4LH\C@Y+^Q15 MO4P.>)YXX.;C,&.3R"=.:)$SQY*<<7I 0N//-. 69O V"3!#*'.*2-NA,@;8 MG,%S(Y)8O)WF/#EK1'W\](:6U/#G%RGJ-FR% WK1 -.1!<$(E)8=EZ/*V+YA M#1ESOZ9[/H"_$M^HNN(^^22P8CTU$.J@;I&;:,OE'TE9+E:RA0S@DW2$R8*B M/KV5GI=M069N^DX@I1I46>:K,-"%PQ#T^3=VKE!$[WZ>:Y)+ZKY JSC3FZ=5 M-39< (@46IVQJVN2(6O/HA,)]9K78]C"LJG(H:H1;.0L/[>S&D%IPBE.+IU:=AG MF0PE$8M=SOR)D:Y+EA_S3AV4E*;C@M6N^,NKKZY@L+E5[>9=$:HJ+H*F+7J& M>]#0R2U=9G5C@R221VW<;/?QU5WBYVB%,\6VO:Y 1.V];''M;( F"_;1$)!; M5!FWG_U==&T&VM$CB75-<,UNQ:XNC[%BCXHIJQ;)A2>'=8LL*,M"OI2AL_H- M]LR:N\2G=?M+I&Y,JE1:X1*':5Q3JB5)P=!=%=^L>^*EJ3DMBKSKV),EY<9( M;6@-96PJYNV[0V9TQI^ZR5V5M(?R6I"D&E0%"^0=8&X+ TYR_P!5_#LEDGM1,"5D=#C"&X6EP-. "_ MB6G1$AUZ]9=H"N-S:3[O@!G'3GW25[&#J^+JQT*OP5ZD2A%8I=>CM(,W_B0J MHW:Z(M^VJ_8/W[:0&F;1VDN]J-!EN1\,W0I[A=NDH3U0Z0*DK&F%(6+<]*,, M07H)A,9)SW I7"(;%4-H()FD0D53-AR)&NE30L8EA[@)C3$$J2233]8$#ZV] M9?0_+UKQ7JB3],4L>Y4H9U@]&RV4P_IBP"K"E'3VEYP;)E%:;OU%655.*&7J M4!KNSP1B;DCJ4-6/\DD0R-)@G%R_QMTI158S./SFT.4[8MAIE-Q6GSU;JGER M3LKC7-K=%3F?V5<[A*49UXO3L]1MYD,X_;TI;&YQY>-E3:)6J50]Z$$,6P?U MR=%OG-G6?+O170=-O\-Z8E%KVVUS"F*0ET'F5>77;=LN%R+WHQ+.;AL:,R^# M1:7'IA(&D]*F.4)DOT*U)P3!BP)9\M\RVY7%G7!T-TC;L*MZ^K@B54UFL6U= M6"VHJWBU9TP;.W")L[1&'><6+('.0O4ELQ\=75Q7.QNMC5E)$I*=,E#HP+KZ MLYMD][&T=-JSLINJ>Y^<+8';%72R1P?_ "9"3UCQ 9K54RC,V@09-"U;TR26 M 6$YIRSD3LVN#[Q=^?7:Q[7M>6.L-CCS&8Z;)K:GS[.G!O;$LGE4YESFDCQ;P M4VDN+R\.+NX$HP'JSA'#%K01X[$]<$R>%6UI_?8Q?+C4#AT$^M*Q4Y21G;C%*6M5+6R-)Y M2@A0UN9I3@J'\Q> NY;S?UK&^HJ:G=3&\?Q+FV@ZWEM$5G688O;+5+6:G)^N MH%8\)2OV5[_A2%^AZ>C@(F0A*D*;]HU@0G!#LD.]A@9WX?[8B-F0D%22'DUY MIBKNZ[<[5BBBP]6C'[CD!]\MMJ_S6 21VB4:=XTW;BS_ 'E(#$;N$#D>]M25 MM0J"D0BCE1@2.E<_[<:/:34E:QU-'9)PG,^7K$E-A_76LA0/%86M$9,T(8R[ M+KA4?*,/CE8!CZ!&@C24S2LE WKEIY 0 )/-#8)*&!+*XU(HLN4+T:*2L3LP M+%;4K,;W1*E>4"AN4*&U>3X.1+R"5.Q$G _N+,UH6OUU@:/X+ZM>AG&CG[E^ MXK+Y<:JNBW#5K\%U;9]*4,N9.@9A7,Z8FZ/Q"2V5*GMW+# $<.)9R'!TBD55 M&-]K<$-'KIK-AJTJVVZDT-7 M&.,A_E]J3P]4SHI5_*S4$G.%&HZA1G((Z6G_ !-N*L"Q0> )9JZ';.GN<;FH-S<-,O^3X$]QUGD7T;4F1*6[(TOA,T2I]"! M]RZ%S!$A=4X?.O)Z,&!K%EOJULA_X)JBD72QXO-NH8ETM%>VKCGPWF=U%#NA M.DPSAWGD_$[S&K0)+$KUF5KG_9$;=FQ*:K8/V1G&%$82D_$V'DBWK6NNOZ6K M=Y@_^#2NB*W[KF_=(:XG5@WU:]*3F23F$2JJUT8GUQV<*76P[3IMALG"[(9F M4P$%))4A)4ELF@;,$,.VS>).Z'_D")1))"[ELRQR7KU"\E$F^84I89/N;ECLNZK0K MJWY*R<5GR2-\;]!<^N;.YJ[:>D,?LGH5?!OY/+X4_*8:4Z;B29@KU,W_ $?0 MVN:A(Z+B33Q%[+U@1\=_6)UZAIY;6$#MCEQ*GL.(<:([913.N[*?BBI1Q ; M&^$I:_DS/)X^ZDPZT8U6+2!R YI%*V-+C%RAO&K$J+VF"W^P/7#V=?71$XM& M*+J8T7.7[CF6!>C;3=ZXB:9KY6D,6L136-@UXQ\[36;6>>\66E?SF)_.EZ8M MK;7PH!K>(3:$I<&873A#L.)6O$%55O/)CY4,&[_LONAO<+$3VBM'&.K*V-36I2H@$'*3PW+2AV7,,9D3XUL2^ M4.;*Q.[LW1EJ,3E.H6)&)N-5C*2%+W=02%.2(T02PF&:V+>M>=X&DG MUUU&*[>GK([R=^>[KY7C+Y$&58U0-S MKR!PV,FO*-/^W/2X#V>GWH2E6(\-U\Q-EI,2DQT";HX[SY_ 9[W6IM3=O/7X4RKZ!":5T,CDW;F!N6$KUH MW=N:RQ&%(-@ 7@1\HOU3=%0&J^A&610JE!3EV]<[QP55Z64=-7[=D(G@EK<, MC;E(F9Z@=>M-3TEM824-#'TB!_?4 %*L!;B4#>PJ0R%R;PYW;S\?=\O1QRB% MTDD-)4ASU7,*O/H.87*VI6:&2.7#L]Z173%^;H':C)5+G&WM&9'H>Y$O2H#H M0H--7-X#OB()$4CZ_;)F/%]'J;6UK"Q1V16(\/+LT1=(0U@&4B ;L/WF&FC$,PP M0L"3& P& P& P& P& P& P& P& P/*N/.2HE:I.B4.1Z9*H/(;D@TA:M><24 M,PM$E,7J42$M0J&'18!''%$Z$+6QC"'R+0=:-0%PCE7]?2U)T9T19\G<5(V:5I: M=A==LX]H!I"8A6L1D#JZNJ,!+DXG@.<+!M=X(.$82WG[_" 'X&%: :8%9@;B MTRV\[Q/.L"\)>O);R!J5&]A)+UK9@@@--%K0AA!KXED%FFCWL0O] [\?U_IK>!ZP[WOS M^GCQO>OZZW_3^O\ 3^GZX'+ 8# 8# \BI:0D$E <,(!K%'XJ8(M^-G'_ $G* M=E%_U^1GT)QB\?\ .\#U:WYUK?]/.M;\?\ # _J6,SC M-0'S)N)1\M! (O6PPIQ^84_1R[++)4:6)[5Z> MO)^0K2W,;HE7,\"DX:(CJ]";O_9)0+HY4*0TDLK7U? >AZV+8]C$$M\!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@4$Z4QM-)FZ%G MOC63+7=D=Y*UQLQ:0%Z7Q]A7,[:]/21OV/\ ).;&IPD*$D\X(=@+-5E!%O6Q MAUL*]@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@6<\$O# M>]DOS<2:YH36\ML=VDL0-*"RTYZE4D=6P(]@ _T"$6_TP(@ MTCT,QS#FFV.NVQY0.-62$^U+=K9_<8Z9#"7"HX,QB:8W(7HI[.FH,^6)%..6NRV M(CCM92TRZ>N1I::,DE=)QVZ],.F"F'V V@D.L&9%;@#V"1O"R'J6M>'K0U5,_:7B2O[#5J*\+*VTS*I(F=#*J<7][CB%S866R M[!A;_;4V7*XTY*2(Q%4SH\&(6\TSZ]&&HR584&;>V1@@USVG6+ARMT(XPFEI M'ST&R+\:5M/&5:PUIU J:F2IK/ 2MLQ#.W,AQDSD(E:QIFG"7] M0#0RI$N]I5/NB%%90CDZY)70[??TXY@>NH6-?''&-L%NUO%I ]S98_5VD..F M+%4;!)XX?%C)6MVF3&201:MZ M7)0O=&]@86)G(7+6QN$[2*1NZ1 F$J5)4@#U(1'GDDZ&: -9H_=%"G:GI/9= M;<[3VWI-6W1%+<\6A5]96M0DW=&MWZ).;VNG9)7T_B5AO]16BWR642)J:U:1 M(_)5S0I/5"6%E%HQ"-#8!R1TPX=,Q"Q5TGJE^I.QZ=N"4TA:=:/LEC4;*Y1KIYRN%I0MM@636%(0V .E#N(F*P&>3W M%/'K5<*G9V>RS Q3256-)*4)!RU,H G*$+ JUH=]]-*GOUOOU*;;BL]12:4M\7F-A*Z*JX\V/:J4(E^FM22A$@+'\U@=X% M_6Q[8*?HVS:XJBS:MM%M?YNQ\^NCJ]LCQ3CO%&1=TA+2(#"6F'F+;39)A>VV M27* E/RJ!LLB3-"(05APM$BU@;3\#6+'?8;.YST:KK6O.-[AG//#)TG(>2I5 MU(PR",JVZ.7##XTYO,Q>E]5IRU$I1TC#Y U&1QPERU6B*"_B+3ITB@ PF["D M,'MHI"0]XG*%0H12A\SK!ZFM>OB:/M)Z1"& M5[&(Q=\]GJ20C"+6PBAR_P"SF\$?'MC]/=BT)^TP>L:OOZ\1SRM+6J.:R&?1 M>NKDET?3Q"+U4T*8RN3F1>,ITS?M[4*"VQP.1:/,.+,5A#@2'J3L(KV*4UT" MS\U6#..5[3I2M;UO6];UK>MZWYUO6_UUO6 M]?IO6]8$-NE_87Q-QO*(M#.I.E:OHV3S9A<)-%&BP'HQG/?&)K7E-BYQ1&[3 M&IA%$+C=%_$0PF"^(]A#L(!["&:*#Z!IGJ*JXW=_/]@L5I5/+SGXB,3F-"5C M9'L<8D3K%'L2 QM[T(LPL6A!WK?C>MX$&2_9[Z[C+.6TMOM/F\BVVZQSZ@5UNLM6 M*(9D"ST[V5&C8.4P+7 AQ4R'4@/"BT04 8A*=_6'R+SK G*J5)D290M6J"$B M-(0:J5JU1I:=,E3)RQ&GJ%!YH@%$D$E V(8Q;T$(=;WO>M:P(;UOW#P%T3-8 M''ZEZZY?MRQ%"IY%-HWB73J;OK=&HI&VL!I1&U[T^.R MA*W-Z;:@\!>A&&!T(P80Z\B%K6PPM1_;O'/3,F<89SMU)0-XRYHC"2:.L8JF MV(3.WYMBBU62@3R!>U1MY<5J1KVN4E$#-, $)1QI8!_$0P:V&0KTZ!I/F2O5 MML=!6C#*>K5M=&1E<)O/GM)'XVC=9&Y$,[&B4N:T8$Y)SBY*0%%_+>M>=^=[ MT'6]Z"U^?NN.7NKDDI7\S] U%?2.#JVM!,5-3SV.SDF,+7Q.K5,Z5]''UZ[3 M8>Z)D!XTX3?CLT)(]A\_'?@/SH?KCF+DILB3WTW>]8T2SSM]4QF(.MGRQKB3 M<_/J-N.=E; S=")S"K,B4?GU<2^,3Z"RQM3O,6F<+?FN3Q62-" MK6]IG1BD#(J6M+LWJ-:W\#B#3"Q>/TW@1$L_V9^O:D[*E5.7#V=SC5UIP@]G M2RR!3^UHG$Y*Q*) TH7UF*7-KXXHC@#<&=S3J >/E_M'@WOQ\M8$X"C2CRBS MR3 &DG%@-*-+$$99I1@=#+,+&'>PC ,.];UO7Z;UO @DW^T7US.EEFTRB[:Y MH';!5CGU#NN3; M]^-8$.*@]CO 70,Q9:\H_L[F6V9_)%:I%'H1 +H@4HESZI0LKE(UP&B.-+XI M>'$*%A:%2LX9)(P%$$#$/>M:P)33N>0JKX9*+&LB61V"0&$,;E)IA,Y:\(6" M,QB/-"8Q8Z/3X].9Z9O;&U E*$8:<:8$ Z_7>!'NE.\.*.DI<7 .?NLN>+J MG)D7/F@8=6%O06;2?^*)5I+U[D6W(URDHLX8B]?4(T'S^.AA\AFV MT;=JFCX@LL&Z+,@%20-O5($*Z:V9,(_!8HC7.BD"-L1*9#)W!L:2%;BK,"40 M6(W0SC!:"#6][\8%NU3T7SY?"B1I*/O2G;D50_;8&6)JKLR%V$?&-O1!JEF_ M?RHD].XVC3L0G,&FVHT7H\)8_A\O@+P'DNSIGG7FM)%U_0UZ5)1S?-G94PQ% M?;-@Q:OD$C>4+>:ZK6UH6RET:TRU4D;B1'&A +?P!XV+Q\@^0K517O2/0$?7 M2RB+AJ^Z(NV.IC$Y2.J9[%K"8VY[)2I5QK.O=8FZNR%&Z%HEI)VTY@PFZ*. M/X_$8=[#*V P& P& P& P& P& P& P& P&!!+M_J*N*IX!OGHU-+FP<664#. M72N9 $AV4MTED4H@KP"N$:,IM*+=CMRA]5)$Z?1>BS3!GA"'81"#@1ZM:J$- M&^FR/G=, OE^A.3T6VI,6QNBEZM4FN^?BC5:=P+-_: .S[-/DX_,.SB" M3CMZ_P!P.MX&VQ.02E((2IRPDITQ)9!!(-> %$D@"646#7^@0 #K6O\ TU@= MV P& P-?73GK/YKZO?YY(;#57#&#[8C<'BUNME3W%-JSC]L(*P=U+Y6BNP6& M-N*=LD#S!7%6/\%8(L"@:?0$R@1Z8HDDL.=B^NNN+#>F*2_YLZ>A$VNF02B]ZMC#P\OK$P6Q)'B+OCV<\MCC)G;Z) P'L,D))=UA);@ LW00A MCVT_556-JS"\)BOZ2[!BI_0DHJZ46,R0^T(0D8SA4JY$N]5,;"!\JR0.T>C\ M*<4X#4Q"96$PX>O*@P[8A;V&6&_UX4(VW6GNTAYN3\L%@HKG<:O+MV7(J.D% M](F9,Q_YT?JH:U:",KK'6ID@%"H6@ :5+IK]R,0B<=:5:#T4MPRSTK;M@7"D MZ.ZAL5TM=$G1V3%K2FT"DD1EHFIE_CL65GDMU8,4B93X@RB&0A"UN2 D6C!# M4@4&>!:##?'?K^H>I7RG[SJ&V.H'%FK6N974%702Q5"*!1ICJMS4MK8X0>45 MP&I*RE4H&W/,*;E29WE8'"2&FMB4T;B>3O\ W0G9?%(P'H^HYM2EG(W)7"YV MVID3D-D=EK _M:ULJR>KKT5PV8.,UK,EE#7B81%4,%>PMJC$/7QY M&X)F]M9T11KH3^:IV>I$,T02 Y\Y:@G-KM<;Q"97:TC4WG8RRU9N59-B/4[2 ME31Q2$-J]PCA#OYU'R%36@1I1$$;T5^.@3 UK6BM>0]?1/,T&Z2:H45(Y!8< M F%92W^<5A:M12T^#V97TC/972,/!\>?@)7%">VR6*/BUK=&YP1KFY>B5"": M0(82AEAA%V]>=:'-M.%Q&Y^J:UE5(0NPX)&+)A]\R-PG\A9;:E,]B/T88I+<332Q$J0DG% M!AZU/3]SG9#Z>H8IY<]+PM4R46V'U]3+I7,;2D+>:4,9:J2<6:P'ZM93<$:0 M0MKA;0#;*W2%*PKSFLA0J1&G"5#4AM:(+V2022(XU0(HHLL1Y^P;//V &@[. M.V4 HO9IF]?(7Q"$/G?Z:UK],"!BSUN M!7.W7S KMO1KDL%O.RND*MAZ8ZDF!A:+'MI?+'.Q&"8V$WT0ONBQ:\F1N"S"9)9-C==OJ-#8;Y;-SW37B7G?I.[I) M4\ LJ]2)NS/5D0^J+.@48CD%M"O(C+!-[&\E:=BS%2E8Y?BHU9P_L":O+G&; M#RFYSQ?&[SZ,L]/8SX]RV1,UTSN.3%I_FTF<4[G(YH@ UPB,KDC\]')0@._W MQ) E^=%$%[WO>!'D[T[\:FQFZHH%#:6FNXT#*R(@+++=WTNEHQ'[E!T0U0VB MVZ3$O;'!H:7=Y89&>UG)%Z):H 6E4EG-Y)*,L+Q@?K8A%<,MVMT7Z2ZY:WCH M.402:V5+V:SXG$WX^4P1&@9"G2)(X57$:BE? DT09F]C=4K(V($:AK;R EE$ MJ-#4&!PN?UU\VSKC_ (@YHYFLV>!LJ?4Y6#1$ MI3,"%KJY-ZYU*/6+C6UD<'PE,\+(W&@+0MC88J)(/$WHR=C**WY+"$MW>-QZ M0?CZ?F%E>])=F"2Z=VM"Y?C;.!LH[:?\T@[Z=FE;V$7Q\?(._&_TP/8VM;8R MHB&QG;D+2VI=#"F;VU(G0HD^C#!FF:(2)2RB"=#-,$+?Q#KR(6]_UW@@ M5BT-4B2*1Z#\-#4)B3A:!K>]Z!H1@!;T'R+>_']/.\#U!#H.M!#K00AUH(0A MUK6@ZUKQK6M:_36M:P+78)(7OXE[V+>R]?H'QK NG M84'A0W+3R*'Q83P%?MU"ZBC[3MRTZ;$ 6W M+2[:3:K2_8B@[^[Y?9Y#K]?TU@7.((1A$ 80C ,.PC +6A!$$6O @B#OSH01 M:WXWK?\ 7 Q?'*-I2'O:.2Q*GJMBTC;BU1+>_P ?EOR%^OC$QR=H<(_)69JD+"[)AHW5D?&Y&[-#DD, M\?8E<&U>2H1K$P_&O(# "#OQ^NL"T(;4%35TN5N=?5=7<%#0_K&(0/GK6_'G7G O-U9VE]1&-KVUMSRW'"+&< M@=429Q1&B)&$TH1B564<0,11@="#O8=["+6MZ_7 IS!$(G%-K]Q>+QV-[=3B M5#GM@96UGVXGIB=)DYZ_;];\?TP.B,Q&*0MO-:8 M=&(]$VH]\"WIA M4E4V$L3N,_K*O9PX)4)C8E73"%QN3+$S::=^0:WIU3TVK3R4)BC_ '!%!%HO M8_[MZ\_K@7@S,K/'&IO88\TMC$QM"0AO:69F0)6MJ;$"8&BDR)O;D11"-$D3 MEAT$!98 @ '7C6M:P+?>JYKV2*5"V102&ORQ7]/Y2MZC#(Z*5/XX2PI_R#UR M$\T[Z D@T#Y;W\=!UX\>-8%Y:UX_37Z:U^FM:_TP+$55=62YS2/2VNH(L>6] MX*D*!V51&/J'-$_DF#.)?$B\UO&J3/!1QHAA4@&$X(A;WH7G>\"^1@ 8 19@ M0C+&$0!@&'0@# +6PB"((M;"((@[\;UO]-ZP,3Q.@J)@;JA?H-2M2PQ\; *2 MVUYB=<0Z.NK>6M*,3K"T+BSLR-8D K(.& W18PZ, />A>=;WK R6ZM36^MB] ME?&UO>6=U1J&]T:75&G<6QR0*RA$*D*] K+.2K$:DD>P&%& $ 8=[UO6];P+ M%B%,T_7KF<]0&J:V@[RH2&-Y[M$(+%XTYGH#C23C41R]E:T2HU(:/XJSM/[G^!^:=]/W_/ZON'\?'R%Y#G:-%TE>"=A2733U76\DBK M@J=HREL^ 12>IH\Z+4)K8L<65/*FEU):UJMN.&08:3H QE"V'>]Z_3 [*MI" MF*.:7EAI6I:TI]CD3T?)'YGJZ"QB -;S(5*1(@/?7-!%&MI2KG@U"@()$I, M([91( _+X@#K075#8JCA$89HHWNDF>D3(E_#3.DRD[Y-).L*^TPT)CS*9*N< MG][5!^SX_>K4'';"'6MBWXP+FP& P& P& P& P& P& P& P.E1]^TY^DVPZ4 M[)-_'V/_ )-'_ 7U;'^F_P"W1GCS_P"F!H\Z\JEPZWH'UG\@FC MW(Y*G.1\/U$B#]PK;[@@,;6)(^6L4M[>$I,>YGJ M%0@_8!DG 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# M8# 8# 8# 8# 8# 8# 8# 8# BY2?(=4438-@6?&%$N?Y;.4^H^V*YJ]IWM+5 M]:E2%XEZ2GJG1)VQM(B%:))=(E[E^)X4+%!YY9:A4$^B3 #3_ %E[T(T1A0BS_MWK[ [+ $0?CK^W?R\[_IK M]. P. 3"Q[WH PBWK?C>@[\[UOQK?QWX_H+6A:_3^OZX'/ 8# 8# 8# 8%A6 M:19RJ&.1%.N<&9K!-6,(6ESL=F?9!$4;?_(&OH\[KEVXKI:% $"T M@O3AL@1V]DZ,"(+]P& P& P& P& P& P.!AA918S31@+*+ (PPPP6@%EE@UL M0QC&+>@@ .O.][_ $UK \FW-MTG-5[<$.DI'U?>IVK(TG)^\LDXC[3MF?67 M]Q2@L0/.]?()@=Z_06O(>[ 8# 8# \#6ZMCXVH7EE<4#PT.B4A]8'OP& P& P& P& P& P& P& P M& P& P& P*&\QE@D*F/K'MI1.:J*/@9-&SU96C#&9_ U.K&%V0"WO6R5NFA\ M6)_GK_[TH&'_ .-@5S 8# 8# 8# 8# 8# 8# 8# 8# \:HTPL:318BPZ,4;" M9H8]!&,O1!PMA*#L(OF/0PZWO7Z?VZWOS^F!!IB./DWLRL;8M?)'3O$E4MB8 MS02Q! YWY=UJNCV5HSZQ&EBV@H!K%L'S#H6MAWL(O[=A">. P&!^;UYUO7_' M6]?_ ZP/ B;4Z$Q8<2$81KE(52@/V"$7]X4Y2;9A9?Z (PLG6Q[\?(0OUW MO?\ H&N^^^JNZZUN*30:G/6#-^C*O9VIF6L=SL'5'.]<)92NP[K([)ZG@,[=(DT>L#IVU&-O2PXQ-8= M;VGRD9%'99(8RTO$@1H$TYN^#2@((6_+5+4H..;R@J340CR=;)-*$(+SDW0? M9+/;[K#&+U]2&752FEC&SM-T-_3-$-8'6+KM-G[W,#Z\?7)OD[9IB&J4^&_8 MSE*L*7R#8=F #@8Z@O$"5I2'FD$IDJI<$U2,M,4 M:<$+@;>L>S'2'31V_P#E7EW,H@ZL\B6O=@MDA23I=' (HP\-B!": MWJSTJY5^YZ.)"(M.=K0>A=V#V,T5O%YBY>K6_P!9,'NQGZ)/-5Q6^.3W^1Q: M'-D;;W9ILQ>^J+=9H>L:)&^*CVPE 2NVX)S$@SCP%E&$?:%M2+NKKYKCT%?F M7U)=:R$^5)IWN01@%M<@M\G@:V-N#2BB93V0;?)[&M0SPE6K4E')7 PU"2DU M]I A':" *Y(>VNIF>.56_M7JSZMEZB>5ON83&/,-D\JHGVI9>5(G%E/K24II M;>$93NSSMN1%.9*UL-5(C4:LH/R">$\HD.N:=N]5Q98U%M'JGZWG:!S@,(EQ MRR,6=Q^4H99#)VPQ:_UV\H)#T*R;#)8*M"%&M.2F*V\\W>QISS"M!&(+OGG4 M78,9GZN.Q'UJV]9$%+'"/P[':.A.5X\6L*D;4TN,G$.(RRT6A_2&P)6K5H50 M1>=+%*/Y)1&$' .P*9(>I.WV>WGV#-7K'L.4UHBL9/%6&ZVGJ'F5&S/L'/5( M21VP]LDD;B9TQY1D4AMAX<9$T,IT-@I,6Z"=TQ;XU-SD:Z*3',Q ET MB1'!+,,4[*(-"UV;V#])2:)SE\8_4WW.A?XB5 SFJ'SEXY=A:^3$=\+QM/'#EU=%4O6+FL< -,$!%"Z_L574;;=SDJ-):4M#OG0J:*(Y# MI>(+:H,.1IEN_P (]3K8:7(G'O7FPV70*@\9!'J8F7:W=$I1.]NLL?C/'$FZ M>%65(MU,*&5T<5Q\)E',+$E8;#;H0Y/(R&53+4/U(2A$IFHT06(Q.D(89G'+ M:JZX$#"Q,,4[>I/F5C)M,]OE\CXHZ4Z(+HCE]\CT?5GJ).MKN+=$S (H ]': M B;HBD3FDGA0@^P(9'*B_+KDZ^J];5K-0-[V(YI>EZEDD1UU:CJLN8(8^RRI MRB"V1/3"LFBE6O(?652K+T!MT:J=5?RVH"+8"3@S!V38T_Y?I'FRAYY:LT?+ M8YV>K2]@MAQ*BI/*;565=4-$3Y!(J@I:QK$EKBV6(Y4:RMMD)6 V3R=$(]_1 MQP8C"->0E:"S^^EE1N%Z=9S2@$5$N@Y!1G)$@DG26NM+"B\AYYE5Q7=:M]!=8R L3(B /[RQB%@7CUM7]%O?5EO(W-3S;,*8# MSU1%B]W>B?\C\]6#(>?ZCG,,9ZLYV(G!]?/C#+;]?DH'+2Y))25![C MMJ_9$R7?Y90;JZNZ$L^6>P[J3G%ZLGEMUJRI::I&:0VL82ZS)3U/%GR?:=!/ MKYXE!A2.)NNT7R:2VT8U1:4U&:I"#\HO9@2^M*<*JTKB;V"B@LYLY7#(R M[R--7E9-;>]V%-#FI&:K+CD,:'5V8FURD3J(OZDI)RQ,68:+6MF!\^<"$]?> MPI=.VRPW)7P9[$Z_W7E<*[$$WS[GM@;'&;FIEC2C*K^NDS19CYN46,N_=?M) M;];(*T2F/$:>7LOP(/:@]@0G:N[,GK9Q)[!!KZU:HHZ_XZ=>;QQJP)\&425+ M'#D%:H)'+FMBE3I%]*=KW4@+@2).VE#.+^WQH.PMYH]DI3A YQ/'#@[V41LJ M#/\ 7["9$WCE-6KGDH7J#1>-3&0JY,PPS]E^Q_4%"#MM+5IM[ 9LW MQH*B'V*%.%3O%K1KB#V(2$3%9<;K==6IW+[E"K74 D+8L=#IZS1&RI-"POU> M1T*32=P<4BDW9"L\HO18M;&( >0GV,.!T,03+?K\]D9/YT[70845.YUC(9FA M"WL")_-F:]B#:HOI@AX5FT9"\)HQ*' @P@LH6]!V(/V4^Q=PC,1J^8$< >QZ M4)[+1S12HCT7YU8%DSK91#WQ&R%-]FQE=9K:KCZF6A4C6,XB!+"5:(D1NQE^ M0AV%/D7LT:8NA@:]TX9]EQX9W7X+ "E8..9A+5T/ .3O<8_AT\211W>C(W/@ M_LNG 38+[!!;%J4_8]?;\ A4+!]BZV!+F(E+P'['[";)#7,)L5(^5[SDRNB5 M!J9HE*T<(D#4]V5'I-'[#B>B0$O+6K0EF(CS= ^0]:$+07-+>^2(?.!PA7QK MWX]?%'"E?\NB7-+C*H.(MK(=^[Z1O6OJ^"1>G/)+$?]0A M8'?)^[5,8N)QJ$SBKO5\);Y^S0$%L1BA&I[IUQT\&) ?S5NEJ:P-.!L :@K MC6.(T!>R @,_VQ"+'K0>!!WZP1M),L)17P+=7\\(/\+[V1(C8Z M";#F"*?+%Y%>JAE?F%N9C>#7[<(*@98 ;P*C67?D8LZSFBK2.7N[X,O>G>4L MZ:8V9R':T+K-*9%$ZP\Y>ZS]>VF1]I:7K: PML4J#2RUINRP@_\ DQ.S HT M]BT7L%Z5,*;DKV$11:1%IY*BE$^XSMF(,ZXN!,S@\G,"5^AGD?:%$K3V8Q.RS9(E*X\]C4'71FKY9:1Z*R.+;3B)CPCB" M9 H70R,J5)"AND5D.@W$!+8S)3S#W(\(PD;'\=[P*Y&O8:US*(VI(XYQU[ ] MO-75^GGX8'*>49G7,IL0*I>F0 A]9*;$51:)2F=E:5@4&MFG0DX";0QZ^6RC M !"ST_L^9$D4FLSF_#GLDK9DA)<1V>&2I(JF#^E84R"'QFK9584A-4)"C/!BM.$P/W?MGY[-@* M&QVZF>ZWAB4V:\50N0-?"/4)TM8)$QQ=#*USB^PPZMD\H217:1R)3%.0$IJ8 MU>(2<.]C+-^ 2^YHZ6K_ *MK@VT:U9+48(Z3)WR)&(+@J.PZ6ENG:/;3 Q%&:"$@\!@,!@,!@,!@,!@,!@,!@,!@, M#&DDFC8UV/6\!/ M,>)DWSM];?H;V]2C*0PM(QE.AR]NN/8Y9BE66K3:MBA:(8=%GJ=[1,=2\W0&P%2 Y& M?X+).*FM^O1GVEZUH\!H?Z_#6]A/O 8# 8# 8# 8# 8# 8# 8# 8# 8# 8# M8# 8$2NGZ?ZHM51!QD$E:G D]"N92N'.3TS"[-2P MC9"QO?&M\892%S*-#O?C6ADE^-["8 S6\#L>.).X5S,UQ%#[.7-/!4S.G9W2 M(.O#O)3PT+DR0S7XJ= @!%VQE:FU,G+++ E$B4E@^H.P^/'C H[=Q7[&$:]4 ML6>T:)/H3V9(SE;=_7?S^!:C)1F'"3@(6LTQ9]C1)@&:T2F- :24+Y;UK^[Q MH,,[]7W:!3]J0:[=Y'?'5$X(U[%(I9ZE>?EDN9_VTTE4U@(?([:48 $UK7E[ M/3FED%FEFB^0=ZWK7@+MD7KS[-E#I)Y;*^C?7Q8=B3.&J87,K!L#U31QVETZ MCP H M\6FCV5T^!2^Q$ 6Y. :$[0T^@)2?B5O8-> MB.^N?N* MSFSU]=GK MCS:YL)L,<2F[U1HHT"00M>G2C>6*0H8OT\W-JIM=7!$4,Y $K\ T)8-B+\A# MK04,/K<[C$C&49/_ %& 6E*U TRLOU3'&;-1A 2!"G. /ID!2?8!$!&+8 "V M'?C6A"T$.!?)G(?M&<)E7]M/MT>JUXO"*&?M@KA6^O.P55BQZ&C*7$J(E#9F M9TWJ0(VI22N- (HHUOU\#C->? A?(,4/'K#[#DLB:)5N[&,DT):*$2 M]QZ(E2!OBA=WTM&AJ#@&E\F]+R A+_L;3*0BM M[E)L4'[UXTJT>BV(L.MZWLO85&_.M"\>0Q9ZY9(*>P7IBRM[4FE3GN[K\")4 MJ4)E!JMJK&V72BF

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g856091dsp039.jpg GRAPHIC begin 644 g856091dsp039.jpg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end GRAPHIC 69 g856091dsp040.jpg GRAPHIC begin 644 g856091dsp040.jpg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�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end GRAPHIC 70 g856091dsp041.jpg GRAPHIC begin 644 g856091dsp041.jpg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�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end GRAPHIC 71 g856091dsp042.jpg GRAPHIC begin 644 g856091dsp042.jpg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�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end GRAPHIC 72 g856091dsp043.jpg GRAPHIC begin 644 g856091dsp043.jpg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end GRAPHIC 73 g856091dsp044.jpg GRAPHIC begin 644 g856091dsp044.jpg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�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end GRAPHIC 74 g856091dsp045.jpg GRAPHIC begin 644 g856091dsp045.jpg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�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�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�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g856091dsp046.jpg GRAPHIC begin 644 g856091dsp046.jpg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

  •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end GRAPHIC 76 g856091dsp047.jpg GRAPHIC begin 644 g856091dsp047.jpg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“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�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end GRAPHIC 77 g856091dsp048.jpg GRAPHIC begin 644 g856091dsp048.jpg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�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

  •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end GRAPHIC 67 g856091dsp038.jpg GRAPHIC begin 644 g856091dsp038.jpg M_]C_X0 817AI9@ 24DJ @ /_L !%$=6-K>0 ! 0 !D M #_X0.-:'1T<#HO+VYS+F%D;V)E+F-O;2]X87 O,2XP+P \/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B \ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835 @0V]R92 U+C,M8S Q,2 V-BXQ-#4V-C$L(#(P,3(O,#(O,#8M M,30Z-38Z,C<@(" @(" @("(^(#QR9&8Z4D1&('AM;&YS.G)D9CTB:'1T<#HO M+W=W=RYW,RYO&UL;G,Z9&,](FAT=' Z+R]P=7)L+F]R M9R]D8R]E;&5M96YT&UL;G,Z&%P+S$N,"]S5'EP92]297-O=7)C95)E9B,B('AM<#I#&UP34TZ1&5R M:79E9$9R;VT@&UP+FEI9#HW.40W1#=!.38P M,3&UP M+F1I9#HW.40W1#=!038P,3&UP;65T83X@/#]X<&%C M:V5T(&5N9#TB!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@> M!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@> M!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X(2Q!?H=PPT0_14?D<;)%UF\I96CD M3^UR#-7$$7J"6HT67OLY6F!X'@>!X'@CI"EV0-2?7YYIEJ=58:@WK,+ MDB3*M,J3%2AY$K^7NSQ\A#?Y?/6=^DW0:(%<2/\ ;F+4JGVFOWEU%A"1? \# MP/ \#P/!Q,43?'\B7X, C\#\"/P/S\#_ . ^#EX'@>!X'@>!X'@>!X'@>!X' M@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@MJ'KRT1,6>5/8+ M!+IV:3:R1(R9>MW,962-(>.B BJJU;LFAHZ*+$6.X54>.%3_< @D3(% MR^!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X. MI8AU$CD35,B!X'@>!X'@>#H^Z M?\C[((F^W]L3BO\ 47Z0/\E^$_H'_>/U%$1^H/X#X^/Z^#O\#P/ \#P/ \#P M/ \#P/ \#P/ \#P/!39F9AZY$2E@L,M&P,#!Q[R6FIN9?-8N(B(J.;J.Y"3E M))\J@RCX]BU2.JLLJ890.JUFMRR3^7HDM)?G#&L["T* '9FDB1RQVQOY372)]Q, MQB"4PAZ-LZ-Y_P":X"(M70VV97AU:GYD*[!S^L7VL4"(F)\S%W)A#1DA:)*, M:OI,8Y@NO]A(QE/LI'/\?241\'KQ3?<1Z1IBFB\_ZSGVST)*>F*N>Y9G:X:Y M5G_(:^L1O-0Y9J"=O8\[Z-54("I"J"( ] MDNNNQ+8;,6N19B.&5"S]C(HO)^75,5O'-5"B/UG.1,P9B>! MX'@>",MKUFJX)CFK;E>BRQZ5CF<7;4K<2 C59F)0,162E#1 MD4J"" &+]Q7Z2_44!^0#7?CG[4:_<(_1%]PY^T+FQ]2.0W'=,:E9+WC^FP]H MYO:_G$<6,+'DMVM<=6K.U<,OH/%20("L!C':+.BH.11"\%/VCX7'\JW;I>;J MFFM)K-H[G^)NN!,*T9_KR&T=,9QCVB9-@-99.U8J"N&BV)/=:Y'%%F[%@D^= MG*LLD#=Q]H)%Y/[1E>@[UJF*:SSMIW)_0V10=#O$_D.H3V=7!2=S#3O[^WI6 MC4F\Y9:;=3+3!N)JIRL5(I(.@=1$HQ.@Y3+]:)E N/M?KIGQYGF>V9+.9G5K MKL6V4#GK*J/&V2N4B,E]*T@DTX@?\OO]L72@*+4F[.O.SN9%9-TI]PJ2"#=P MX722,&/M<_9_5IS%&&AN\7NT/II^W*3P+*8H-HI,Z]2W*RWVJ5FP+UK0JS*3 M%)NU+I=-L3FSO'\>JC?LXSUM1,%F^=]R=J M*C] 9\YA/W6U9]4;'HU&:YG>9F$9O[/065OC[\TJDLN43.(=O!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'Q_K_ *^! MX'@>!X'@>!X'@>!X'@>!X'@>#\R?87[(>B,Q[ZV_,#=89YR_ <]7'DHF+\G7 M# G&@77]A.7:HU@9?;9W+Y9G%S>C7B^LYA^]JM:BZ.9HE%248=2=,DBL+EL' MR2[CZW+WRZH$;T1,*:JE^QN"Y[:_K5-B%<)$+_KY,,>RG>N%;BI5#:FJH%9< MJW0EV1L 4] 4O\?,Q.[^H "+,)_9%M+[?Z;89C]B#'6\XL?[@]2X>J^.R&;8 M9#05BY@#/[1(0&C35DJ6:5>YO;)#:@Z@XV*L+!^T@E&RC=NZ1=N'2J@!^H_0 MYVHUBAW&Q7](J]&A*S-2EO04@)"UIK5ME'N%YE(]9B8V8E+ 12/(H46;=HY6 M<@/VRI'$P%$/RZ\ 9^[N'0GZR)K.,KU;+Y3DO'^X[]U_I%@YLLV%)2^?[[>9!]E#VIO Q(.RP;6%(L(M%G!"'#,_HKM'+?V1?J4OVT<[ M\^]';E1;YJV=T$<:7PB=>Z#<6-!W[/92_%=T%$)E*=SY>M03S\MVW50R"Q052DY&X[#RWA/--17SB8 M9,'\H=_8M0:0"@U>9*L6/(:=A55%01!13[03!VQT=F6W?JRO>@H9/T#+-NNN M7M,K614!MS%K&C:S$6S6<4N*-38W+/J#3[I)Y^Y*X<.Z>=P,5$X)@4WF-:YWN=7V*-TB0CH3/'QWV::0 MQSV;"$;6B/4;DD2E.A)J&0*P,[,Y0 X;E&ZY7+=!R4BR97"*2Y4W"*C=PF54 MA5 (NW6*19!8@&^#$, &*;Y 0 0\'Y9OVBR^P$[TW0U2Z#_9KGN04_\ 6_>+ MHE5>8:]T^MF,EVM7GJSK!JS5;%GV?6*HHR\Q5)$TG+L&3DD;(N62"$RH=,ZS M0P1_U3L'0+O,+AL^>UK]CND:/UE^KK.%N?YK$<[Z2&6S7O"AV92&T1"JUL:P MPDN3FDTG PDK9&BI(2$NT0Q?%,F].J0CP(ZGIKKNKZ7,]',K[^XUY!V+HBUW M//<_/GG93M+N&RJ)0[YH6)70;HMUB_7'L$ M_!D)E>C?L?EOV9OXF[[CJE>1BM?@8N?>EA631\*L.U?% I M?!6N' [,6[3PPUE_^>[3;U]D[%GOV:1NZ/\ 3U.+H3*7D?<4>">;NNU;9 \RPG8]AY=A>?>1\*K%XN]^Q2K)Y](7S0$I;3=,FJ9E5BL,EJ^H MVM ZB"$8P;0L5'-4!<+**.%RA1.AN5^S^K^;."Y;>*)RCJFU8I=X/9NJ^3KS M+6B"YAVVW)Y;=*XQKK2QHU?7%6KK-+Q9F2IZH]+:5T)S;DW!FI/HK*N85-*QBJ8[86U4&\Y9&5R?LUC18 M3TP_.%591#.4M$@9@T3%==9<,2:'^EC;<1I/#UIEJSB_[!KIA&#Z-@^L\W=F MZ'.9<-X/OG.X:S&]33=TVF'N;BZ0RFJ-C5R(C(-@G T.JWUI28%NI&Q92JD;,"%.HLLM\ LH93P;)F;5- MDT:LDCN%$FC9!JFHZVS63O)\TLK*F@)2A/9H\;(T10JHM M#PRIA9'8?]@Q1((_(;/E"%4(=,PF JA#$,)#G2.!3 )1$BB9B*)F^!_@Q1 P M#_(" ^#7AB'ZR<'Y_P!-JFJ4?4NS):7IRLXK%5?1^V^H-/S9R,\PE8YPG-YQ M>].G:A.H,T)=0S1-VT53;KII+%#[J1#@&;ND49AIN?7;.92:MM;C;W59ZHO[ M!0;1+4F[PC.PQCF+<2M1N$"X:S58L;!)T*K-^U4(NU<%*H00,4/!B5S3P75N M8KL>[0?2O<&N&_P]2FMZCT7UAJ&V4%DV46B5AG&M1M\@XC26A(L05-)\8#*( MI+K$3 H*F\$]=%81!])Y//Y%8KWL.;15@>0+Y6X8/J-IQS3(Q:O3C">:$A;Y M3G;*;CFSQS'%2=HE,*3IJ"P.8^2H3EY2\J1&Z=6[2-Z7A55B]-= M#W[=R58D)_=?M-J.2ZO71:RC(#*F%Z*/RJ[^PA]PX_:+\!=717-U5Z7K=;K- MKO\ N^>MJM:&]NCY3 MTTS!K&ZDVK!]'MVLU88P_I4+8()DAS/TMH^% M1M$I_AN'"9E&Y#*$ 1(<2^">L9RYIBV8U#+F% MUTW16E/CUX]&[;)>YG3=-L +R#R0,\MUZL"BLQ8GY#O!2(JL;Y(W333+\$(4 M #$3?/U^*[OI]DT]MW#^PG#U++&UZ.4H.!=%LZ/F,*->C?[:#^MT^4H5G0AI M&:)_WI!1-40=.?\ NB4IO!GU%,/[7%QL9^:_D?[6E',*_H+=V].FC#F_\ :D;%(B("F0I0#8H< M@*$.F(F #E,01(#7+B?ZU:1A>CU'1H+J[ M]A=V"G2,W)M*!K7:NR:5ETTK-I2Z2C>TTBRR[J.L,?'FF#JM6[@3))+(HG$# M&3 ?!G;H-,9Z-0[IG\A-6JN,+Q5+!47M@HUCDJ?=8-K8HIW$.)>HVR'50EJS M98Y)V*S%^V.5=HY(15,0,4/!AWS/P)7>8+Z:]PG4G=6OD_PUY2T:/T=U9H.V M9VU;NGL.[3GVU6MQUD4K5'IPQ6[9[]P3)-W"Y?I$51, 3[TC@%?Z<0UB=0CMS;,&U.UXUI3$\%+LYE!"(OE,>L9R/9OEF147B)3BFZ;'.FQNK]RRJZ[U MN_!-ZJU3*H[*W1!0P_;#P5SL'CO.^ULY@)EM(G9MS!HNV_RHY1:?:255$!^D"$2 M(0,NO \#P/ \#P/ \#P/ \#P4EW 04A)QDT_A8A[,POY']GEG<:S!X'@>!X'@>!X'@>!X'@>!X'@>"D13N7=+3))6'2BDF*16>-F+M M>/9!)/D4%%&K 72;('BY2B*;<7:I3I-_N&_CZS (!X/603& 1,7Z1^1#X^?G MY#_0?Z!X.7@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X' M@>!X'@>!X'@>#H.W(=5-83' R8' H _\ * Z7 !'!02XZ6GV(;09Z-A/I:E_&5@0J:< 1 "59&GIP829I M$[@RCT[L6I42E3!4PA?W@>!X'@>!X'@>!X'@I4+.PEDC4)FNS$5/Q#H[I-M* MPL@TE8UPHR=KL'J:#YBLNU6.T?-5450*81353,0WP8H@ 57P/!YGKH&3-V]% M!TZ!HU7="V9(&*:_N.J5F8YNL<%)0(MJA'WZ+J*;V7DF=??7NUTZ5;R$5%)O17= MH*E_])ODH!94#^YSC*RU"2TB'4UMUE\=QG:^ZB:6.<.4:9)XK1I)"NW&,C9! M>33=JZ?6KDM_8G=>402>I2Q#HC_M**G@L)I^\7FI6#T69?X%VU NLRJ^J7*P M5FP>3I<9NSR*C4[BX274QT-$A74XBLL@L1G()K-BN2@?Z OBZ?M MVS3/70P]NY-[IB;6<,U<,:@?%:@XFI:+UV\-LMH4O%.VFJ+UMZUE-4E8RNN$ M"R /XR0EV:CUNW9JF=$"1'_[,LWCF]:17P;IHUG==.T3DK3Z,2G9T6T<]ZKJ M*E('.'>R_?U5& :T2\Q^C0KR+FZ\_L+-TV?D^D?N@9( L5W^V2DM^>-/ZA;< MB]H2639!JNN97=I!K3<.;S#53$)B6K&@WR-A93H".=3.?QMR@GL,BZ;?<>N) M!JH!&@I%^[X+HOO[(Y3,YK'Z[<>"^X(R7V&9+NXHS\@) M J%\W/\ ;=#42QW&ISO"7>G]_H.,0W0%KCV54YGNDOAJZ6W?X.:N"YY,&I M4A04^H0^@WP%1HNX8MJ$Q,U[--?R[1)^N,HR2L,'1;_4[;,04=-MTW<,_F8V M EI![%LI=JL15JJN0B;A,X&()@$!\%C]8;O+ MFV"DUJ?5IU99KS-QG6LE?Y^MP"A:U6F+E\9L#@SMV"'V6Z2BQRE$,?>;N_6> MR6>=I>N8A=.7;!'<_4SJB(=:/=\JL].G<'N;F2CR6]:Y4"X3L;4WU:DXI5*4 M8S16!DDQ*N@HY0*L=$,BUNLN5V]/@]"<=+\_H4&SRP:A,UG?JEA, M!/KO8?+-"HDBC-7.'58L2496U'G1KL)+IR@:E,YLH,44\O*,Z'H-D=U]I>BU:L.V M2LRO'@Y9LW1U0377; DY5#+>C7ND:?4:_H&;7"KZ!1+9'(S%6NE*GHNT56QQ M+CZ@0DH*P0CI[%2K!42"!54%3D$0$/G^!\&"?2W<.F9MO+3F3F3E6>ZSV>'Q MO_Y!ZC#MM8I>-5K.LLD+!/5*EI&L]LCYS_(M)TNS525:P,$DU004+'++O7[% MO]"I@IN;_MW_ %WWK+J7I5CZKQ#&'UJSJCZ-+YCM.JY]0-3SYE>TC%80EYI\ MM9"OHFC,35JUO+*W5*K&L9'/&M9KMJ?3MSCI&*M6D1>BHRM=:_BG+)Q3!VY(<$R)BH M%;J_>.4WWNRW<(Y\DTO5RS3#5-BUF[5>^9U*P^72ZUPAZS#99PDYZ=]-8"UWM26:0">*.-@S]'5 MSSK^,+-L84F?*6 MK-+/(\N6QZUA4X> Z&SK8;=F]TR&6ME4F)^\4&G0K61C\LEK]3W$ M$TL:;E1M^>L@"B9"J")0V?(]&\].&NH/T-WQI9CB+QS';.]2T^DJ-,CD&8&% MVRTYR6;%&A.VH$-]Q.5,T.G](_4 ? ^#C7>D>=K>,N%3WO%[0-?C*[-3P5W4 MJ--#"0UO70:U.6E_[;.N?[;&6ARZ23CEUOH2>J*%*B8XF !"LRVO4IOGF@Z3 M59%+4(G-XJX/9J+RUW%W6>>R])B7,M+TR(91<@9%Q=C@W!NE'**I+"Y53(?Z M/J ?!B7Q+UMJ^S\XUC=.R?GMKQY_: M6;#4)JOQT@]?03?[B[-JT%10B1@710">]?Z?R?(L*E^@UK+6[G1FK5)2NKUO M1,JAV=\DG+LS%E 5"Z:)?*/F*\N_=)*D2!Y.LFXF1. JE$H^#R8=UAC6\\@:@M$,)9T:/;M+$Z--OZZS?!)%%N H2#EJLH)10 M65(A7C:&>R+DKY&,=LF34_P!Y$JWPCX-B=?TFM2T177+R+5FFRFXQV=VYB$P5EF[8J#I0RZ\6D8#."%^3(%'Y.!0\ M'0:]T@C5%\:Y54K)S&2&L,0#5>&A2J'F)=%P+P$E8R)(B<7+@HBD@!!$ MYB_ ^#'7G7N+F'J:/L;[']:IQLK])4'D6N@Z#Z2*E\%W!X'@>!X'@> M!X'@>!X/@A\A\?S_ .8#\"'_ )>#P1<3%P;%&,AHYA$QK85A;L(QFV8,D!<+ MJNEQ1:,TD6Z0K.5CJ'^DH?4LJ['A%0#8!9QR;5F9Q]UP*0N%UU5 ].A$+!CXJ]Z)S MWVI5KMR_AE#ZSONM<8B^LRS5%N%DF62E&@:=3U+* ME_:%0>JI)?V]=02G X/:UM]>QZ,P3&L8YYS3#4.@^<=OE*;?OV*U.VZC9KS M3^E(KHK:9UGL?^0SUA;,9.&SF*@J\R5="^(Z?JN5G*;5H5(X9 I9]*Q'&G[ ML$I.O']JNVKX?;*%NVAW[NC&,@ MCJWH=C/$3^H7LM56@;9*:%&WZ]6JPO'R;1)HLQ^Z03 J9?\ V@[_ )Z)[Z4Y MBJ4WG'*6C8YFK34=(W**;?LMSG/6\-8;-E^HXU%TJOVFBPSZPOO\>CK>SL"\ MDX9M8DZ2Y62R"H_=^D,0].C]?ZVANG%^AMM_73S_ &Z6YBBJCSCJ%3[ERJ^, M<_GJ+LN^2E:SVX0YH*O&3A)KF?>9&E6B9%5ZV=@#MT5(WY21&87UUEHC6^=B M6+J.IQ_)-AC,"Q+-Z)Q9?IS]HF"T*BI:9F]LU2V0FZ:A0H^P_@S.:2J.E1R) M8>3+)OT?[2N9N#51PFY$+@V=^RU.\6G4KKV+^N/'GU>[:Y,UJ U>'[6S-PUV M?GG.X/!Z=TQF5PK[FOQ:-10W5-_9G/1BN@/=;4MC&IQ*"$J>CK98M47 N@> S%Z M9=84RN!2'[?@V:.#+D;KG;)$7X8W#3LI:COB$3: JV1CA5-]?@K6!_KGZ4S"-R)E9^ M?^2U0Y%X_P"@^;XE.I7]Z+?]@DWKZ-09M5N@FDUB:9*'GTZM45+'8VT[Z:L-\?J"]O8/YC*SN#&E955=@>SG(B0 8F.Z#;SW1G&Z[-RKM&,\[ MDRLVJGTN?O\>5#2<6GT*UM\- MVNY4B;*UJ&GXXB92 E7K556&MBZ[AU%N2N7#I0+R2/./2/)^\5' &NB6:)QW9T,6X:KG(EQ;V M&>>XN5U3+=#6R./>*J_?1=C \DS:I/C%.!'* 7=!_J_W-Q -7KB)ESQ68B MM\P67CT6>LLU3L<%JLQH>+VRO;#0ZFI0K[#:S)TJI98XAFE8E5(=N9==FL+X M44W*)@\5TQ;O]']C%=ZKI&%\@2&6U+,] YVCOR.B]'J6DVC/M5U/$+M-:M=( MIGS#,P1;74XG*7"32 1DGB+E9Z3_ /2*12&^0QQ:\ =J%_9A<.GXO(>)ZMD" M'1E=N&:6XULL,II53SVQHUAOTUK".>.,4E(RS=6]"5NGL:H%@DK0U9T^I)BQ MB&Y5E7#U8,V*A^ME_C]O2U7-NU._[U;ZJYN5HJ&6;UV%?KOS[9;5-15A"%K^ MEU5>"D)9_GK.>F4UA0;*"X;$;IBE]8)%2,$8?KS_ %Y:MSC:^H-?W.-YKB.B MNA9C1YB2V;F@=%:NK0.NZ;>=@DVFAP%]BV#AZYR*R6M&)JK\LF[<+P;<$UBL MQ $Q#"']?_ZO^D>0G*MPM//6?:5HV6\?7+F,"V7J&L-\XZOL%EUVN7U_8Y^N MUSE9M,1=9MBS>4FWDK?W5NLL>_>?VU)!RB*DB M'[>1YETCE""ML!J204+3JQM%GK%SOU[N4JSR&)81\@VN<2C,LBO:_+2C%_%) MF8/&8N#&($ZW;A?HU#.OV-YUC?-W-^5YYTYA_-VBK),4.SOHRORBSIPA(K0$<:5*DU4%!$,467ZN^DW&);I@4]R-C&E MY#H'?/+'3="H.O:7BE'AJQD>31^6LM0K+;.\"Q!#&<_NEL:Y,[BP:5N*0:2< M/;5#24FZ<%?$\@<&DZ[ENO9UJ' 2\9Q%K.FETWG#GC4,CFZOLM/FJ?:J_D6G4I;K3(5\D7?Y5+6,WV*O M;HI4B4:/U^88IQ+3MZA\-S#3:OKQ-.ZCIMHU* M&SZ9O[32:;RW7M$M.;U^H1T%<9VOUYC<;C7(-E*QE8AW,# "1H],N8-JCKC' MMN^PE&LJO[(-DY?M3K(C^,.M;YK_ $?5*&7+9_#^SJ!R33=+VBUWM_6- M3R?_ ("LLVCIR[3,8G-IFN:0[T:A2(A#G;RE?2C9EP?[Q ;D(?P8YU_]9]$W M;]@75FE]!?JV@LTS/3K;D,_EW0=;T[#V%GBM YZT"WZ')[DTALUMC;0Z)<^A MK]40K-O;V91&%R\O5M[J&'-\(CU=F@V$;1.O]LYD01SVYN+WG]RCA^K9*S6]U:T;?T7)YW)6&LH.H]@S-5JS_QQG>=13&L)N&9W)&ZC M984EES@F8B?TIE#*'P/ \#P/ \#P/ \#P/ \#P/!9NB9W1-EVYVDE#S,4^26:/F+QNH)3D.40_U#X$ 'P84QOZEO MU=Q+0&+#]>'%J38$ ;_0IS7D3HPI =BH/U+.JFNL=0YXU 3'$PG.)/Y$?DWR M%76_5K^M)Q#)UY?]?W&2L,DDS138'YHQT42(L'B\@S2*;_#_ +@$;O'*BA0^ MKX^3#_I_'@N-7]H*3=$/I203^NC#]"*1?X* M4/@I0_H'@^MOUQ_KT9KI.FG!W&35T@<%$'+;E[$$%T5 0 Z2R5'*HF< $?Y M 0'P5*._7YP7#K(.(GB/D2+<-FRC)LO'=\A:(*.G*@JN')T6]/33. MX<*F$QSB'U',/R(B/@\)_P!??!2CU*24XCY#/(H($:H/S\V8R9ZBV3;K-$VZ M3HU+%=-!-JX42*0# 4$SF* ?!A 0JB7#'$J*:**/'?+"2+8$@;I)<^9*FF@" M/Q]D$2%J(%2!+X#Z?I /I^/X\'QOPMQ(T.NHTXZY7:G=.E7SD[?GO)$3N7JX M$!=XN9.HE%9TL"9?K4-\G-\!\C_'@^M^&.)6AUE6O'?+#95P!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X M'@>!X'@>!X'@>!X'@>#QLH]A&(G;QS%G'H*NGCU1!DV1:HJ/9!TJ^?NSIH$3 M(=T^>KJ++*"'UJJG,SP/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \ M#P>5XY%HV4<%;N'0I_1\(-2%47/]:A4_DA#G3*()_5]1OY_@H"/\_P!/!WIB M(E^1$!'Y$/D/X ?@1#Y_J/\ 7X_^O@Y^!X'@ZB+)J&4(03"9(_T'^2'* &^D MIO\ :8Q0*5^(C8NBC Q:"4-.LGLFO M*60MD3__ $P_/-,W3= 6BO\ V&X-0.G_ +E#^"[/ \#P/ \#P/ \#P/ \#P/ M \%'28R"/=,F#9"#41C2Q\G!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X' M@>#&BV=E\I43=ZOS#":(XK/2U=?QV6T._:G;9Q>H:9%5LV9Y;98RGZ'H-2LTQ2F%?T6EU&SS#5D\ MDZZYE6::RQ0^X(?(@&4&;=.\^[%;G5"R[7*5>;@TS'.MH5@*]+)OGRF3:VS< M/\VT-F!"@E(5.XM&ISLWB!E$C@ (@)B@(4_IOJS N.,W3U[I&^AFN;GL4;5 ME;6M6+E:&#&7E6DD_:C+(TFNV1]#1";&(XTH]/PV_ MR^O.96E]+'6:858Z'F6O:A&Z5-HD5.:GP"N:T&V�#_ (KDJ==7!&=548O" M$:&.S=%1"P[W^QO*V\_Q?"XH5GJ;/K_4(&N1-@E&6ET*LP.=O6=[2LEA1M4C MF$A4_P#E2NVBF_VT:%-/X"Q*KBY*9-)1J=,0E/H?O[E'E:[0N>;?I;RL6B4J M@:!)MHF@:/>(Z@9J,X-8+J&N3U$J5E@L>S$]C*=D%@L[F*B1726#[_TH+F3# M(8- %71X6@,:=<9*+F<_E[\.GL8YBKF,?_;YROPT94G=A-)ING%OLZ$VL_8M MFK5RC^!&N%5U41,V*X#!&-_;WP;)[M9><"Z?=F&J4K<8CG*Z,YK!MYA:E3=? MM4R->H55MND2>;M<[K1M.FRBWK#E[*(-K 82F9'6(HF8X7PC^S#D!??)7G-" M[VY:]1MXM.2M[ AD>K+Y-8MPI%;>7"X8%4-C0IRN:6O^7KS=(&YUWG;6KI0*O5M:LZ]1JZZG34[9VV?CV\%(2-[J4JG*L&2*QW8QY3JJ)I@00\$F]<=.U M/E?*T+A-I3\O<;U:(O*,6I53HMDTJTZ#LMP92JU-JL/2:FHVF9I$J<0ZD9(2 MN6236(CW;A5R@1(5"AA7RI^R\9OAUOU1V0U@Z%8ENAM/YSB*GE6;ZZ-FOU\J M.U6;%Z;3JAA\^VLNO%U&Z3U:5*-; KYVU4*H)S@DDJHF%^V[]M7*%1HV8:2: M*Z'L]/TS3['A:CRD?VG1]DR>GXE"93-!NK:\\ZO))AO45 M9:%+N(DM?1R1Y' E+N5W@-@6=M$FYUU72!#AV:W^WOD?-<\S#3*>EKG1]>U3 M%+1TM%M^;LX=:'-5CG6CJL6=QVB_QLC)5@U/J%>EGY8]1%T8)AQ)I+,VK)=R MW723"$]7_:K-\[=;W&JZ30K5J'(]AXNS[L[-KSA>'W62O>29R6;G8+6[5T%( MV&ZM(C_#X-G&MIEL5C%,IQ)L[%J6/>+-U3B$\[5^U[G?$=2MM"EJ9M]RI&2# MD9.BNA<^HL=/X9S:ONJ<4]R]+5Y]Q98VTF"7@IYA+2"D##3:4!#R#5Y)F:(+ MD/X-G7@U!.?W-X9':6^R":YL[BA-%8;94< /5I'G]J,LYT'0H2QV^@A'L6-Y M>NY"LV^@U*2L+>523.Q;P[)=5XHV.BJD0-OO@\[MVW8-'3YXJ5!HR;K.W2Y_ MGZ$6[=,RRZIOI 1^E-(@B/P C\!X-9M$_*Y.GSZUDL.>:=DUPB,XM^?R.F'+I>>7J2MQ0 M-:&.*F\@W3IG-N71TVB!5" D8+Z+^X/EE3.;%?4J=TRK,5#3\=RBU8Z3GR\? M\YP4_P!$M7J^ 2[O,SH$F%ZCLCIJ1E!R3<5D5)%>6XKQ)C>H[UOMYZ5O#G0V?,%FME.YPMUV[&*K.R%7L^NYA7+-$I,EY6NSU^JD/.QB$F@+J-6D(B0EF\@R2D&I M140,HF4%4P^HOR'\^"2T5DG"22Z"J:Z"Z9%D5D3E42624*!TU4E""8BB:A# M)3 (@(#\AX+<;7:F/7AX]G;JP[?IR"\2HQ;3\4N\3E6K@S1S&';).SK$D&[H M@I*(B7[A% $H@ A\>"XUED6Z*KAPJF@@@F=9==8Y4D444BB=1550XE(FFF0H MB8PB ?(^"-*CMV+Z Z8,:'KN879]*MU7<6SJ-^JED=235!(ZZ[E@WAI9ZL M\;HH)F. .=Q2]?L]H>-G%<=.W*A MXV2(@W0,%OQOZWN^FUQ87 [KA1B^;2,Y-,S4F0S:$S4D\:A MME?[S#T^341&8716(J!?LD;(H&,'@_0E*IOEHR11BU6Z$FJP>)QRSQ,56B+Y M1NH5HJZ2 #"JW3<"43E !^HH"'@T7<"?J;VGEO\ Q&,U'<<_L%>I7*VH\\)L M,MCMK81EMF]CM=:N4]>'E TC7+EE>:EJ$E#/$F;.FPL*C+A)'4>YEJVLW[5LIN^34FJX M_4272S)6J^U:9A8*O9-]8G<7'-^]4;0.=Z'VK@5QM-JF;DCA5G4 MP?7V=US69QR<@+A1FNK-]0;GC<_=QY(B2&VO'4>XC?M 4[-V+,F>SY;,0\';M# MZ+4:Q47$RCE>'@BJ+JNUU68F=A+UTX$ZO1JN#U3*^DL$;)YCO4AUOH,[I?.= MXFY;2.E++HNI:-=)*+:4KH&E0M'RB:DM.41:P1&[Z28I,DQ-*.5%%3F"O],? MKVW#:[WJ%TSOINH9"EU;R]3>4NQ8AQA9M!+9J?4U]#,6YX&^EM+BU,IO"T/K M=DB4RS1+;$D:/6[A1FL\: JL&T&FU2%H=0JM&K;=1I7:96X.J0#59=5TJVA: M[&-8>*;JN5C&6<*(L6:93'.(F.(?(C\CX-,-^_5CTU>;ANUP_P#FKFT0;=.W ML![*EH17DZ5F&T8'+A\Z0QG)AD2])P[F3JZ#+(J^I,NC)(NGKU%PHW_$(N"1 M O"%_5A=X?48E/\ ^2<,^Y9HO7^@]]9AA#G$&25M@NFK[*W.YHM+/K+"_,U+ M/BE.U>^R5FCX9"'C)U595)BYFE6CD.G^N,"S5OBT3%S=!W3H\^L#'OKO>EKW*HZA2,?/M M=A=0L5_:(=R\?O"'?O7#=!%J0)5YCX0LF+Y=LV0[+T78NF:EM,WKUJEU+%FU M&SF=@K/T'/7:R;4_@IRCE2>H,;5)WMX5FW,(GB6H$125.4/GP0MP%^IJJ\.Z M7"Z,E<,JM3J@\^__ !HSHV=\P9[A=F?T,UGK5@7MNVW2OS5EF-8UETUI44R5 ME&H5Z-5(FY7/&F<.S*)AG'UU>>DLWQ22N?*F,0/06K0UKS]1?)9JSQE0=6S/ M5[K!M=0;U.;GYJMUI"\M*&L_7ARRD@TCC/DT_OF.4/LJA!?ZQ^.T.,.9PI;^ MK15-O>EZ/HNV:!5(:<-:(NAR&BV9[)U+(H:QG(0)6N8?FY(:GQYD?_9?CPH& M; 5$Y \$P]7\O!TO"9:Z@=.M&*ZOA.L16T8UJM3B:]8W55N;*L6NB2K6;J=K M9/H"VU.UT*]3$3),%P1.=%Y]U!=!=))4H:^EOT\NY?FZ8Y_T#ID-H5ANN'W: M./VC9.>LOWK-+;%ZW'5U+336?"M#(%/&;F+!4V$O'2+9=!W%/$E" 9=NX714"B6[ M]7JS&I8RRC.RST+*5&6I:%&IEICK MF@M-UV7KS&-&OR#Q+L&F5MJ9U3.\WU^L5BA62U21L^5MN;K6.!IL7'VM MG47\.QGXQ@BV%-N *'4#;GX-)?+G'W2&@_L$LO=G=FU/QFC<6_W@F2@8KV ME7/V\[OLLAKVBV3@N]LD6=-K#V5 ML$L^:-5G+RQHMBJO2(E%F&RRY5Y2W5"UU1*;F:RK9ZW.5Y*R5QT#&PU]2:BW M4:2;@GHE.#.9B3.07:J_ _;73*;X'X\&A#&/T#4/-ZY9JM/;?!)Q%KYQ9&1GG4U*/GD1++_]DT2@W^LA MPG]U^INT:%'=H5GH[LK0=[IWI/Z?YFF4>TQD%T=1LTT*V[]SUNV*(1 MC7[Y@,S%J)SL.T?)+%$%$E \"_Z57Y.1Z5RNWZ3J\S"4KL69[&)#6_E;,WN' M3\M/%MLZ_P 7D\.JEAIK5ECJ&D7%S.,$&>*YL_BK2WZ>L.@:1GV0-GTY=G%0S2(N$9(5 M=%G_ ':44_ 04^XZ="HJ*@;GT4Q2222%1184TR)BJL)3*JB0H%%14Q2D**A_ MCY,( ?(_P! \&).N\ <+;_-,PO-+O;I=A!-090 MK.2L5CK;[\SXLYO M:;4UT977F^H-LJJK>YI:>O-A95;V6<2CR//\F/8?_??E?5]S\H15^?K$1$,Y M7K)G),W<=(M&S^/?M5V3YB\03"7^E M^6\%[#RU[BO2&?---S&0FH2PO*J]FK- (+3-<=_G0KW^Y5&:K\RF=BZ_W 4K MDJ9_Z'*8/X\%AN3DJS08/I%F^H5IJSY1=9JV3*'W5%"IB0#$ IOY\%V!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>! MX'@>!X'@>#B8WTA\_ C_ /VA\CX.7@^"/P B/S_ "/\ ?(_Q_T /Y$?!XX] M^C)-$'B";I%-=,JA4GK1PP=I@8/GZ'#-VFBZ;*E_U(H0I@_U#P>PQOI*8P@( M_2 C\ 'R(_ ?/P ?ZB/^G@\9WI"%,84'0_28A?I*@KE0/)/ 7<-BIQK ION.#E$ MQRI@(E(8?@HA4_ \#P/!#FO[1&8Z?+T'U%U2^.]7UFI9%"M!X'@>!X'@>! MX'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X/@@ M_P!0 ?\ S\'WP<"G PF /ZE^/G^2B(?/R(?( (B7Y+\#_/Q_ ^#G\?']/X\# MP?/I+_7X#^!^0_@/ZA_ #_Y_'@"4!_J #_K_ " ?^ __ )P\'WX__CX'@>"C M(,IA.P2D@O-E<0+J)A&D97?[8W1-%2K%W.K3,P,P5473\LXU?L40;G(4C7\ M3D,85S@4*P( /]0 ?_,/GP?? \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ M\#P/ \&GSDK]Q&']Q7Z:R7*L:VF/G9&#TVQT0EUD<>A!T:B9'L%9Q#4["G%U M_6K!=LS<5R?M)';=C;8VOO9:.1.K' X4 4RA<_Z_47V [[V%^OUMHMUU'-.= M6F%[-B$MI%HD;U?EL^V7-S7,T7L%?K"=F@:C=M%(,O:'AF$,3^UYM7+=- M Q<.2"4[O\;\5#X^55" (?(4+F'LSF_LF%MUAYPT%SH,11)MI7+4[F[Y5 M+.MTKB>1SF=X(AA+BQ:U3MJTFIU&UQ# -ZJLK58^\0]?(Y4KT@I*PS./=+JJ MNS+I@4A0QHROKWJC!*OS?E\'0]3[JT'JZ?N;JO1>\ZYC>0[;R5<&.#Y]N#OG M/JR0I>9LZ\JK4X*0E9%:=:03:7:MWT:P+#OS+-WBX;9.3.AH;K'FO%NCX"NR ME0C=AH4-_5BN 7"KM,VZM6)Y'4*4HSF7> MZ? 3N?3O]MKZ;HS288QAEE)1@JLW;*A7>@/VD2&+ZCT3&P/-=AT7GWBM;*&G M8FYH:/ 5F;S=WJ]?K]W3#-2 M1VVA;U5';.,.Z34!'W+O?74>&77;.,7K%WQ[.\HK+.9H[30]'C8.2L[ 4W[-.:;K)Q#I! MHY,B&1/+'[#^Y=[U1M7;;P#4JKEM.Z6T?D3<[[G?28Z;*433LXKLO/SFFQ4% M+Y)G+5_@\;(,64(J[>.F4\YE)5,S6.5;HB=8+3XT_=*GU]TCGN6PW-EM@L;W M93;"8IKC =4F)9NSQ9_8DD;%M$1-893\PI-9U>*J[QQ7G$!=;8=)R5)D_(W< M+""0;C=:>ZO'9S;'N'5RA6W66\<4U(KNGVV>HM!E)<7RZHX;4I5AU>:/V*[W MJ_8]T$CH^KT"*P=NR<9-3:S+3YXW.VEE=.?R_L$@)=JLF)_R6PJAL&[$TK;< M;YST[5\ IN87Z_YQ77UX5JVN7.S4&I2=1JK5>=NA$['4J?>95"PEKC!Q_;$C M,/QEWOVR+K()"90H:N$_VE=CT#E^]=4[SPS5XBEVS,.1+QR=&9!LEDU)_I-W MZ_NR%%K6+WY!KD[&U1%OSM>?A)*>>PD'+,UFDE^/&%?O2D04#HD?VD=AL>>- M U4.0*/&7'#^F\KY\T=CJ=BZ&P"D:)#[M+Y/5,VTS%%M@YOKFD(QD3;M@:(6 M-G9J_%@S0BW*C-P]!=L/@NC6?V1]<9G0]@_&YZY[G]HY)V7$;\ED,H[BIR0D-B8)SL398QO_9"M5U"N'B2C4[@/-M?[.NM M.;HG&LQV/CBM-NJMXZBTK$-2U?([;DF89G&ZQ/=%P2.28GHG0[^LIQ M))1323>5;+N7((, 344"V=5_;AOJ&2<<6G+N47]/TCI2K]06Z_T38*E MT5?)?'4N4YZ'J=J@WN>\]XU==F=-+S994$XV?D:_$L8EJ9!24;HNW!&'@M.Y M_N>V]GF7*\IEO*S;6M0U?@:I]]Z[$U)GT%=:3!UBRD190^2YY)8EAFT3J5VN M<\QET&4M:6T)78M./*+UT8ZX$('OUG]J/9M(NN\V&N\Y8FK@F"8YQGTW.H7> MV:)6][D,TZRDWU;1Q5W3FD))UFL[I6I6KS3E:3\TTSC*5U!*J[=-;5%5>$I#C=<_IJNDW]"O'!I(:R>?4 M7BHQPR^U'MXYW^*;+2L7];)L-KC)^9C*2\H=VT6!"L5R MIM4W-P?-5VL MFS'+IS 4++'UK,8BX5*K6:,GI1")5D9U+X4;/99U_P"W*0I1.L&KC]>VP= 9 M#=]-[%T"&K'0VN?M>YFV[N7F.\B:16H>B2])HD17< MYU2-$EDJ4([46FRN6#QH<$&[M4-M'Z^?V(;IU??H2F[US-5>?1U;D/)>V<1) M4]@>ZM(+Y-IE@D:J:N:@1_GF?)UG06+QLSD4T(\))D:/DB)G7(Z;K$$,E._. MH9;EO%JR_IE8;7'7-WV?*N7L.@)6S*T>LK:QN-@_QN EK?>DH*SGI]8JT:F^ MEG#HL<]76,Q(T;(*NG*"9@U-\_=P]+<9?KL[!T;H*-NO5V]8'WU<>5LRHR>@ MRNCRENGKA>LBSW+JBRU!KEE?N-MK;>S:-^29T-4/.@V$[--DLY332$-G'ZZ> MT;KV;G&H26FXQ.XMHV+Z[+9':&+VO:E6JI>BM:Y6K;!Z/G$7MN=9+K36FV2& MM"()I3U=C7B3E!8 !9'[2Z@6'^WVFV]YQ1K6P4'H?H+GBZ"BWK-J2==))-(A]'M6"AJ]BCV&N]$Y^=T9\>PY MU5GF^U9*;4?62,FE#/W*D>P>E9&!<)3=]_[K.=,62@Y1R+_G_,N5]15'D7:M MZ>;#'4^[5/0[)1:[=K!?(#(YZG)1U@QS-37.&C9.24LK63?OGPA&Q[I-'ZU M]/'%BZ=>]V_L5K/1UEC5&$3"\H6C'L]HFAV*[9/2LYM,;N%>:2$'%VS/:-,5 M30K@]SQ1[:$$5)*/5<_8_'7$$Q^0P;S+]X.L6> OFXV?CFZ(\S*J;= S4-!\PHR+ZNU_3+]H&55W$;)([W!Q*SR.5I,W/$K:ADV\@58IA=E"5 M^#[ET[5^RNSY+JK68%Y77W)G,G3[3/:?O5STK#) M%>Q) $;*1!2Q:*2*3==P JK'"?\ ]O;W38+@C7[ECVF:]ENB4>5S6Q5^6Q"P MUVL7NR"KI%6KTC0FJWQ>=./N4N6ND=^S8N?9_,:%S5%;G+VRP7S+6.HPU+J7]KB M;%+.5TU+)-*MV*#!!K^2X !#;MQ[TU+]+4_30NF=DRK6\&VJX\^;12(ZTDOE M3CM$IT36+*:1H5\+"UE:WTJRT^ZQ$FQ!X' M@>!X'@>!X'@>!X'@\C]DWDF+V.=E.=I(-'#)T1-99NH9NZ1.@L5-=N=)= YD MU! #D,4Y1_D! 0 ?!J7Y)_3OB''NI9?KU!UG8)RSXMF]KQ?/(Z2BL)J5?7QZ MSHQP_P"$:67,,6H]BUM^PE(&+D"V&?D7MB4?1B*AW@D4=IN0GSF_BZ4H&;;^ M3H33E]GZ!Z^=2C_I37ZG$&RMJ^:+4P,WI]#RF'A'SB3H5%RK/4DXZ",9\ZE3 M/#.9-PZ.]>*F +_X8XRRW]?O,.<_1=R32-AHU)FVDIU8C9NU9MD$4"E*!/J^HQ@RX\&,/1O'>"]8+YXMN<%= M;&7*K"-PH;:L['LF6-(*Y)+,%XVX@WRB_4@DC:Z\I'@,5(._ON8K[R_XAT17 M6$X0$G^JOD2-E*C-U%EN>?S-)F-4M,)-T?J3HV#L2]XVIFPBM)T*Q6G_ ).< MV>X7VPP,6WC EI9X]=M8U%-JW,DBFF0@93\U\ZYKR?BU(P'($[4WS?/&"L75 M&5QNMHT":CHY9TL\_!&RW&4F)QPS07<'^RD=<4T""!$RE(!2@&,FW_J^Y9Z" MNVQZ!H2^_DL6_5>J476RU'J3H6D0%NH-*4AUI7;M<)G^_'PT[1; M(9KI.BIW$MA$P3-QK&>04L=I'H-6QU(AJF8 M@HHD3 *\?]8G&Q]LM6_C0+A_GMSU8=YGV(;3M 9VXW9*G&H49M;7* OW_&L; MJM=JYOLQ,ZVBTI")6 CEFH@Y326(%\\N<%\R\:N[4_Y_J]\K;Z]+R$C=5[3N MFZZDC:K%,R*4O/W.9C-2TBY0R]\LJ67(.%CR"D M)%LQ^ERX21^R@X724":>F?YWTJ]4V4K]+VVKQ#:=G\VG7A M2?B66,B73V-3>N&WT"02EE&U]5M-LN#A[76*C61G)*6D6!635QXNP?.$YH%I)H MNHD[,L4Y@$+&N?ZQ^#- H>2YI:.:*&YIV$U^R5;(6$6O9*U(T&#NCZ/D[LS@ MK)69V(LZ2EWDXQ%S-KJ/%'$NY ZKPZRBBACA7-._7;Q?K]:S2G7;"*[_ (QD M%!=9-G\-3INY9FTB2\ML5CU=:K+:$ZDVTVNRM!:.Q:1U+:/83^\E@D8VH MM&")8QH@V2:L3)%,BF0X?5X)COO$')&IR>&36C\_9M=I;FI..0PZ1LD$G*O, M^9Q)H16,CHU=THH=_%L7U:C7B35\+IL20CVSL"?E-TE2!;X_KTX=4UF8W1UR MOB"-5VU]7IR,PG0G6 MD-:V;\!*R*Q9YU)H4J178$(4 "W,+_6+POS3JA=LPW!(S/M2$)'\BW1MUTR0 M=R0RD.O7W1IIE.724B9U0D*Y,V0,\;KF:I?2" I_03Z0\M=_5MP'3HG9H6E\ MUU"DL^@*S8*1J:]+F;K49>8H]MGU;1:J1 S]=L\;.T"EV:?6,ZD(FO.8J/>* M&_[J)P_CP>S$/UF\6TL]^-'V*QUMZE*P=U;K.;8N_KNA1\XW1D2V*+ M693AI1NB].Z,Z126($X<]\R8ORY6)^JXS6)&%;V^U/KU>+!9[E=M*OM^NLDS M81SVV7S1]*L5MOEQG58Z+;-B+R,BX%!JW201!-%,A"A3.D^2>?\ KVL0]*Z( MH[S0JA"OGD@A6/\ .="J4#)+/V1H]TWL\51K7665QC#MS?)64L1ZS36*54B1 M52%. 1UJ>Z;K3+XRH6DOXN2T//)G2:MI M$3H%KH-U=PC(TA$2LF\8J_AH?2F7["7T!/F&X=EO-N54[$,4JX4G+,^8.(FE M5!.9L,\TK<0O(/),L/&/;1+33"&C,IV@6Y=C'7?08?+YR\Y-#- M:[E.@VK$XFU,L>MF@9C L&[2 FI*#=2,2BU;@W5(+9L*04_1/UO1?KEX^PG87.^Y=F5@KVO2"TPM,75YLVYVE]8O[TG,I+- M[2QMVE3T/:F,6G87P13:1;.F\*#I3^WD;?4/@K]!X%X[S#3;EL%*P2F1=^O; M*ZQDY(NQF9^'9Q>ER*Q6CRR0.K U@(^,0FW/RJ](N1)&V"M M'K;A1@T:/$5THYHJ=)F"!#F*(=5-_6!Q?3%Y]S_QS<+PK9\7F>;YDFN;CNVQ M,G?/LV5J1;%ABM.TBU1!+F%SME<3JUMDHF_:A)L[9&(.VKMHZM4!8;K,5VR62/_ DD&LR]:+R[ M5B3\1%R1J(HB$P=#ES. MJI-P4@JO#/%Q<-RG6,FFY(FL!?NI)G(&LSMC]=.EWN:EE.2,QY'7C]NN$5JO M35DZ9T7L*,T]YK^5(P++ ]'Q30L4T%I8LPN=+CB/VZDO&K1\@DT(W;)'%N94 M@!D7^MOGOIGF;-KMFF^PG(\#!#;%+1GZ/+JG0$Q,3\#P/ \%$0/9!L4F1 MRA"%J18>%-#.4';]2Q+3YGDX%A2DV2C).,;0Z# L:+)1)PJLJL=R"I$RD2%0 M*WX'@LV_5%"]5AS6G)FQ$'4G7) YW:-F#-Y-/6S5)%U+.V<4U9 M1;5S(KD,LHFV11;D,<2ID(0 * 5+P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ M \#P/ \#P/ \#P/ \#P/ \'E=O63!(BS]VU9(J.6C--9VX2;)'>2#I%BP:D4 M6.0AG+UZX311( _4HJ2C) MJ6.C&QCD<2+\5UR S8('2,!UE/I3*)1 1#X'P4M2_41)+[ZMUJ2:/R4OWE+' M#D2^3"!2A]PSP"?)C& _G^1'P6W';CBLO)QT)$[!ETI,S#XL9$Q$=H%3>R< MI)'(=4D?',&TLJZ>OC)IF,"21#*"4HC\? #X)1\%D?\ )N;_ .=#E_\ R#2/ M^3"QBPQ+5LG.F6<2<"C%N3O4"%%5J M5NJ*I2@F?X#WYYOF%:Z_?164;3DVGRD7'H2TG&YYHU/NK^.BG2WX[:3?,ZW, MR3AI'N''_;364*5,Y_\ : B/\>"6?!C$Q[-Y@?W#H"EEV6H,GG+'^)H]"6.: M=K0&J36ZBZ?2-DSZO55F:0?2[(J[4B)T2)BJX9B4;5-G7!8NB(&1NK.S*1!STMSD/ICXES*JMFSR0."(* /R(!DMX,;;WV3R%EUZ=Y?IO5' M..=:4P)%G?Y_>MNS2HW5B6=2:+0GYE7G[-'S;49E"00.T Z!11W;-&L?4-%^Y9 MD@HMG=*V0J4#;#GICP/ \#P/!39B8B*]%2,[/ MRL;!P<.R#C"3 MD+9HB-L%T>2#)H[EG"C2*:N72"#B3=HM5WRS6/154(H\<),6JJQ MB)@8Q4DS'$/I*(@'M\%._N\3_=@@?[I'?WT8X9<(7\UM_=AB0<@R&4".^[^9 M_;@>""7W_H^U]T?I^KZOX\%#K]_HEME+%!U6[5*S3=0DEH:V0]?LD-,RE7EV MY@(XBK%'QSUR[A)) X_!T')$E2C_ )0\%68V& E).;A8R!\_'\C_ M>!\@/]!__#_\!\#P/ \#P/ \#P/ \#P/ \#P4J(X0EJWC4M'I2]SHNQX2B31M7H] M@(H2)T"HF*)2^"!,Y_;KNEV[O8X2YP*HI\P7#LO9^+,\VB";;3*KS=JQ_,KI M?IEFZM^?2M<7J\=.+3S-ZQ>G,<4V1S+!9_.W[$N[4;S1)#HB MQ\A:3F>@=-=Q\M4:JX?2;M2]-T%QR+2MUM<9K$&_L.QW^/;.K[<,:&L)U8D8 MZ,DE(-'O]P,LL5J<((Y[Z#U""Z9W;J^4U3-+5:^A_P!+ZG:D1C.(W.]S=?JN MF5645DT:VXH-\US4(>?LL+%(MHB/G(*"K2$N#"2*ZBTU4_\ <%P9=^V_MJ/P M+H_3==9\OO7-=_7!'=T8[9Y"2H- BF%SL:S2.C\_DJ30.H.@+==\32D99LG& MW:0)2U9!\FJS<-6XG!9$*G"_M;Z:SWG7]AMPL^A99KFR\^PW)2&&5.R5"H5F9)S'TETA1]&BK+/-VQ*VUCK+'3GPW.243;I+(2"P;*OUB]H MZ=UG'=3U+:(^$C]'Y?Z)5QAZJSS]_C5CGH%WF.>:##V&WXK+:CLTGF\LJ[M[ MQB5 ]C? Z28 L9-HL99H@&3_ %]S(RZPS2G9P_L:%7;U3H+FW=#2#B "R%>C MSYN-%V3_ !PLPT[];_?6FTS -^CJC'=&=(\IR MW1-3FHW%+M3G:[5W:*-N'/$A>Y#-V]C8.WD;^&UD' %>(R8B&+76N+X3C.0\ M27ND\CY18H>-_6YR3WWH,>KEE,:.-*E.@Z MFH%JSF5J<1%R2E8:*2G1-OK\:^6*L@N:RMQ7 #%_]V(>#]2>)7>?TW&,CTBU MU52BVG0?:3UZ^Z#C($R=5:1TE=8^HNVJUC4CA,:+)L8=4S4"$42-]9@#]2R_WOLK?C"D#C[2GV!7 YD06^@?M"L5,Q3F2 _Q M]0%$!$/Z#X-$?Z[=(PG)?U!2DQNDU3UI/,9S>X#N(MVB26MRCUJ_V:UH;)&: ME6VK&4FIFPV35I](S1%PV6=/8U['G2 R*B!O!H6SJU;NN8>0+72[GQC1)R6Y+K6AYIJ](8T*0#IBP/MAAS2J]9ETYPUJCJRZ1 M%*'*X+\!.]@V+G(& MJ80\6TF(?= 4!E)A(KW*!<-B?C2C=K)?AN&"0*A-^QJ/L3XIT3I>+TO&;?NW M["<"S;AOGBG\ORS&EW0UUSZL6R:=H6>P%AHFNQ M[$00:G!X('"-J)IU'T/*."_U_/,^T3/M:Y%[HW?,H"6KV/= ;?3^9H>D4'J& MG<375'<%L795B^5NE7RS4**<3"JS)%TO$+KNTRLBK. #YTOKN)-1W>8ZGP[2VN5)%VNY=R!UY]%P<5U5%%%1'ZC&,(B(A^: MS]P)*5IW;%AI%:UVP8G8HO\ 7OON1:S9(C@6[]=-[\^UFQ9-9J7D239"@R$& MZM,E6X!63CW<>_7>L/QA0_[9E#%\&S?GOO7*\\OGZ_/UM:EEVV4?J78>)\[U MU&I2M,FK52\W:T'/"?Y!5K_I\L[!XI;:[,4YXS5<&;N_HD$T2O%T'+I JH8: M[%R-,6C]S5TLJ @&=$VKD2EZK@[*A3TRNR6@75INE MKO% LRY?]KU="#.!B&*JJL(;=,Y[HQ#3.R][X1K;/1FNW\XT&AZ->5IR@3$- MGS^M7]O'KQ)ZAJ:M<:=(P$I&QZU.MS>&=LWM;GWB*4;9%XUK98P[Y-J8_XP/TP$ M1,58J02]T3:])H?/^Y7C&Z<.AZ[3L@TFTY;00(LJ-VT2OTV9EJ74RHM_APL: MPV-HV: 1,0.<5OI*("(#X/S*M=W8*F'+D, M%CY=ZG+,N(38*;(FHF?TJOL+-$H/%W=/R.>"7M;P]<=??,9N*9WP=NC]I:YG M_'_?=TYU[]W34\3K,#JE#4@8 MBNNI9BE!HR%;7FWT65^@9#Z&(;2/UH],.M+VCLW!7?9<=VG$XY-8Q9:/ISI' M+65F6;:/F[23TJ';(9!4Z?37%&K.AME4XLA$73V+!X:/=NES()*G#V_MKT;_ M !NJ\^9AH]\G\4Y(WO2+OG?5N\UVCTZ].*+5$,BNEASZIRS?0LZUFCURMZMH ML6RB'S:KQ93LGQCG;:^=:S8Y2IUB'8P,-4,[=L[,>7GV\JNNHT%))(+PA]NYEJG[S).0F>L\9E\^YSJBL'7*MHO^1W):W3$PM7[ _F)A9P!! M2 A$/MD"IY=K'!V>?N5UB'RJQOQZ"#QO*RM:C5!(NL M<3G,8+!_5[UCTCKW0W/$9*=/:;T98M2P79KU^R+";_FT'3:QP5O%>F*8VSK/ MZ,G&9K3[!G#PUCD)JKHU:=E9=Y/1$4-A((A\NG ?H7V&?NM5R/4[1FM:_P S MT6MYS=Y^@T_Y$/\ *[K#UF3D:K6ODIB&#^^SK=!K\@(#_P!W^H>#\?N#=\]J MVGE_HVW:/W"K?7;W]=$_O5C<8J\8Z/MN#=I$L]5CLPSRKL,[XWIM.P5&\VB4 M/6'F87!6U64@Q[AVBN#5W=[>\TR'W6JT=.D9EFT1!56.BXJJ/#UU8))S#N'YOEP)U5_D-Z!X'@>!X'@>!X/%)1S* M7CW\3)-TWD=)LG4<_:*_/VG3)Z@=LZ;J?2)3?;705,4?@0'X'P<8N+CH2,CH M6(9-XV)B&#.+BX]HD5%HPCH]NFT9,FJ) B3=JV2*0A0_@I2@ >#%UUP;Q*^ MTA_L4AR1SC(ZU*70FCR&FR6-9_(WUW?4WC"12MZUM>P*\Z:PHOXILN1U]_[I M%FZ9RB!B%$ I#']>W$T?J;S:VW,^4CI[R^N-4+:G5>(_7C--?325BD]#KL<^ M51U9;.8"95-%MA,Z:F27,+=+Y,/VR? 5ZM,,J=WBI.=FXNXUK):#!6J-F;2BY;V:786&+K[679R=B;O%B/W":Q57 MA%3E5,<#& 0XU;E[FBC0-VJU*YXPVHUC2U%5=&KM9R>AP4%?E%UG#A8UTB8R M :L+2*B[I4X_G)K_ "90P_\ W#\AYFO*/+K"@W7*8[F_!XW,-)=)O]#SJ-R* M@1U'O;]%PW=HOKA565?0@[(]1=M$E2+/$%E"*)$,!@,4H@%9ROG3G[#%I!UB MN'9#D;J7C(V%EW>:9Q3Z.\EHB'=R3^*C95W6H>-<23*.?3+Q=%-#M".CP>FD@8LPD3H)M3OP;(@],V1%8R+#J/$Q2BPN%(R/.N*@*BN=FV,L*H" @H*ADQ.*@"'S\_/SX*AX.G\9N M#@78-T/RA2^R+G[2?Y H_4!OM"M]/W!2^H/GZ?GX^?!R2110*)$4DT2&.=02 MI$*F45%#"=0XE( )U#B(B/]1$?D?!V>!X(9HW/&)YGJ>O[7G^;UNH:COIZ@ MOLMN@6ZS!YHKVAQ[^)JLK9&:*X13N:BXR25;B^*@1XX1^@BRBA4D@($S>"T* M'H%&U&HPU_S>W5R]4BQ-U74%;*I+L9V E4&[I=DY48RDND< 9JTGU(9<[)R!FK8T@FV69I/1;IF>ILUE45UVJ;GZ!7(V6 M6;IG,0# 4YB%$0$0 ?!Z?K)_^L ?/]/G^/G_ *?'S_7Y\'6!4"JG5 B15E"% M(=4"%!50B0G^@AC@'UG*F)C? ?(_'R/_ %\&/D?S!D4?U'9NQQCIA_N5AQBO MX"$[*SCY[$5G+X"U2EY6@JG7U3!'P*EDLTDFZEETRBJ],Q:@80!'X,&0P*$$ MOU@/^WX$?J^!^/@/ZC\_']/!XF,9%Q8.QC(^/C@?O7$B_%BT;LP>2#D0%T_= M_833_(>.#%#[BI_DY_C^1'P>_P"HO_4/Z_']?]?CY^/_ *AX/A2$()Q(0A!4 M.)SB4H%$YQ "B<_P ?4<2E /D?Y^ \'+P<#IIJE$BA"*$$2B)#E Y1$A@.41 M*8!#Y*TB2:7U?;3(G]9S*G M^@A2?6H#GX.A%LV;BJ+=N@@*ZIEUQ1232%98WP!EE1(4HJ*F^/Y,/R(^#O\#P/ M\#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P6U<+$M4JS,6-O6K+<%HEK^2G6:> MT8O[-,&^ZFE^+#LY.2AV"[KX4^KZ57*)?I*(_5\_ "%R^!X'@\B;@YW:[<4' M!"(E2,#@Y"E;K?> X@1N#B43")@$I@ H M@ "(E^#_ "'S\A\#\A\?T_GX\'+P/ \#P1'3?4O.:_>/[E+'OC MNG0T%#S2LY>DJ]8IIY;DH1%LJXGK4WBHQXX2*P&>NEW2B8+/%EE ;HF7$B2?S]*212D* %* 'L,V( M8RAQ.N J_;^?I64*!/M_/_[( $ 3^O\ ^[X_]7P'S_0/!V@F4IOK#Y^KZ0(/ M\C\? "(_T^?CY^1_K_7P=*+1%!1PJ05C'<+K@0YDDD1*@590Y6R/ MT(A_VTP*3ZA$?CY,(B'I\%">,RS1G\3)L'81A2L5TG9'HLRO%?NG7%)NI&OD MI%,6:C(@H)?N$^0NOP/!;E;N%2N*< MRM4;/7[0E7;'-4^P*UZ8CYE.#MM;="QL-8ESQ[AP6.L$$]#[+QFM]#ALI_M4 M(4?X\%Q^#PR(ID# O+]#U:2H=9F9VSSS1FR;2LDQ6=*K!]HIB@(@%(W?N M_DGF:\P^;;CM5?H=UF*J:^&A7,7:)H:Y0"3):\.@W^0K4#-16:9^,W];8)RQ M+Q<495%8 <#]A;Z I^C?L$XPR7::YSYH?0E$K>O6@*:#&KK*2SY",'17HQV= M)7"T146_J- 5T&0^$((DZ_CCS*IR%9@L8Y ,$/7[]O7Z]LQTN:R6Z[P]B;?6 M-4;XI:ETL>W25I-4TYU,0M?1J]HTZ(S1_FL N,Y86;0R[J62:IN%P(94I@, M!LI\&&,SV3#!U7(6>] M:UIZ,?\ D,JS",W,BTAUDI%R!$7#0K@(_P Z_:AQ/JKW#&%*O^BO5>D]'O61 MXNM*\W]*5ACK-8B%C$7,E,2CA- 2-VK=-1 M=PJ)4TRF.8 $(%Y@ZJRCKJBV"^9.GH$#R.9%HU9/Y#ZCN48Y%VJZ(P24?NOEBD=1=ND MU:%5<.'A0()01(45#&^"@ B(!X(,YNZ:RWJNCS5]RD;PVCJQ>;)FMI@M)S6^ M9)>*M>*D+(9VNV*BZ37ZS:HAZS2DFZ@?>:E(=-8HE$?Y^ \_5&KZUA^-3^I8 MY@TETE8J@]AY:P937;C%TZZ2V>MGZ2M_E,^&;CWD3;+[ 5DCAW%5]=>."<=) M%:$>(JJ$^H+[Q38\[Z&R/.-RR2P(VK,]7IT%>J18$4'#3^Y5ZQ,$9!@JNR>) MHO8]ZFFM]MPV7(1=LN0Z2A2G(8 "3_!K9ZB[JV/G_H6@X%1>(=,W]SI^>7B_ MT*U5'8,+IS>UGRL()[I]1AJ]?+A#S@6>N0MGCUVA7A&;656<"DBL4$E52!.E M"[EY3OM(YVNQ=PSBE_\ RII]8N6(4[1[K5*1H-V9VIDT/4GFS,P)B5VXAR.!D$6Q@6((*&3 @@:OU7U8Y,M53J-UV,)RCRF/6R2L>?M-#E5:/=*W;9UN[;4*.>%:SP MOTX\[!X D$IB@8P!D15=5D[PT>2Q- M6L1)/%W$$=^04 =D*+<5@$GU_4'QX+C@;75K4224K%E@+(G#2CN$EU(&8CI@ MD5-1Y_MOXB2/'N7!6,HQ4_VK-U?I52-_!B@/@XQUNJDPO(-HBSUZ4,_&/]MQ_<$FSE51G]A3_:?[@%^D?X'X'P6P]L%9TFD63_ 75V,:V M7C9)F.AY]-4N>=U-9(SMHXEF+F986NI)OHEPQ7#_ -^S=-R*H'!1(WT&* 77 M"6BLV2":6BNV*"L%:?-Q=L;%"R\?*P;UJ43%,Z:RS!PO'N&X&(("**XFK9?[=!TV,(Q;+OD%749 M#OY]%U+ND_K2BHPBSQP)$$CG )<@M+SFTQD9-UF_TFQPTVQE).&EX*U04O&2 M\;!KF;3LY%HVD(]VV?L'J"3 MIF]9KI.FCMJN0JJ#ELY0.=%=!9,P&(#T^"(R;IEY]K?<\ELR7 M_+,;FD5KCVN"RD"H-Z+-VV4H\7)'FQ:A!@]>66&#%CGGKW,>D[9L5"J5:V2CWG#)6!8WNH[5C>@8].?VRVNK6TIUPK;:\PL2G: MZ5;E*1*#'R3 ZZ"I6AA-]'R4!")(/]E?.;ZUW^E6J%WS);!EV+W[H>]H[%SS MK6>,*YC.=3$G"35[D9J;K"<*WCI-U#NCQ*)G /)=!!11HBJ5-3Z N7G7NJC= M WEMFC[(>A.?[W8,]7U[.:UT3GL=1GVK92RD8**E[M1U(.TVYF 5Q_:XA.6A M996+LL3_ '5H9W&HD6 P!F[X(,Z$Z)S3F"AL],UM6V,J4XN-1I+R:JM"N5]2 MKTA=9=&"AIBUH4N$G'-6IZ4HY22>33XB$8Q,LF"ZQ/N$^H)P3535 QDE"*%* M=1(PIG*<"J)'%-5,PE$0 Z:A1*8/Z@(? _SX.?@>!X.)3%. &*/R _T'X$/_ M ,X!X.7@>!X'@>!X'@>!X(/W.H:W:XNDKXS;ZO3[75KXRL;IS=4;[(U65@R5 MZR0[R*F:]0+K0W=H2_+F&[I-B_>FCSJMBG.3[J:*B8?ENZ#[1E1_:[E76+NL MVB\8KPY68LXS9VD M*YHBI6(+J2"15 CS .@>AZ[TMA-C5['_ &(:;6#]'Q-4D*IJ%(UQ+)+%1K;V MOOF3MWM@C'.%M#/J^WY%K]:ET3.WA"MI>41E%UVYRE(0,D>/8YV?;"7/U_Y_=<)WKH_)\\I'=4YL]6O'["]!DU]OV7H*0Y:; M-YW6R.N496<4TQ8,QV[0^BJQ-HRQ9N(DW,HP3CI):552<&$/!ASSMJ'7FA8U MTBEONU=D:6!^-H1]K5 Q*![J'::?^P@^@PRU8@Z'9J]AV6JX.^1L:SJ#EZ#2 MG-@J981HE)/U4HT3.7H9.P.'=+P/)F9;3$[9^S_7*EH\SQ[#=[8%=2[U"=/1 M3+.6UF>=(W7"&MH+3=B@@NUNG:['3L1G:$:W?U*%?C!F?ML:TM=CJQY!L$@1-85#@&)6A7[K'?,:.E'(_M%MM[S:<[XC9?,8X"R+G-,XP[I M"F7^]PUM;"K*NTU81 MN>7F4W)Q=)IHKABZVYMZ(P+G3LC]<=AYFUG?=8Z^IW.-5RWJ*IU%&1QAXU0Y M/Y\YDG+)KVK"Z51RY7E:YY-)3S-"3(24DXP6*\0DZ=K+%1#/>\XI4MX[":<+ M9Q'C3>;^?+A0?V#=S+L)*3/.;_T-J.A66\X#F$DXD0='"N2&@Y-GD.[L&D3,@*XWO#IO M'LCS>PP5(< U:-)FUX';Q,F,_KE>B]M7CES]L60U_C3 M=LLT#L?0=4VK)9FXWS"(Y)O0=7I&"9!-U1O-9=T?(2,)T-#5:O6.8B8IP\8P M"SM@U0>3*!')@\&+T/P=UHVX._:AS_'<@:59(_HF'Q0>1\\FWO+>,LHRW0U& MB*3-:"WS> Z$N5/Q2YT^[U1O;'LH66-*3)R,WA/_ -)_=02"7U>&-KICKJVC MXIP]I%'Y;M]Q_7SI\ISX;5\0CX[I:NY'_]Z*QTV?_P ,H^5=$P+"^K1\G56L;;:&YG(=JA%3CA&-7? S)](9?HK]9N;,_A8*N6N?TNL]"V,DGBN(9'E.3:GN2U%N1;0Y M/##5@>%B811TB[ITAK8+7-5*F45 M[7Y& S]+.V2K"-++(JS*CM8BSAB"1#G#7'J'Z2]:;/(K/Z99&FU9?<^2^5.6 M[W9;QT1J>#.JTKSG-6N7LMPGE6]+5J]HRQ3/9JW3*U29:OQE_>%V5Q)HQ+24:1T?),$RHNA(J*B08ZYE^MK MKZE_L.J/3DED$/(.([O?;.@=4TJ-OO/U2JMOR/1\TM.$Y_\ \>.HG.9?K.6F M82B/(*8M55M5J9U)>7CWYF#5VJNT41#+_F;(.TLEZ%[,T.U<%\Z068=95^K3 MPT/.^F:]+1D+9,@FY?E2%O%MW*IW97/VP*L$$ M\D_JEFF6";42Z\F8_P 8=FH'[F><^=#XQH,)(EA'?:KC7&T6TDAR:"H3IS"8 MG3[+7XEJSD&2S1LK&)NXA%LJBF8H4'AK]=>\8)FO9#X,%T3,[#>.#:WS54\W MD=WYBK*.KZC0:7HT3;1>D6Z7<7QRE)&4?-&8-2"(8 MQ7?L"JU4X[N.,N]-_6O2>1J;"6Z;X\R"U:!K:#F_C948G0N0C1= M7T*":L)]H130KC&Q<_(BF0BS%PD*Y/!,D7^K?I.3Y=[^RNH9DOCK/:9KC-]3 M*A))\>9II>QU;GFQ)3>V9997/,%)1YJ;U[1(%HM"5V:GJX9W+)2!T;*S&-*1 M$@?;!^N7I-G^O;>LII//VD(3>]=]XEO:V"V#3>.I&:K>1T^T8[)7^1',*%2\ M?XGBU["RSAT9S0$5Y>OS2BY%Y)ZNX=.TR!).>?K?U-7]>^CT&=Y)R-35JKW. MUZ8PO';]6^?*8^L&75G:L2OUBJ)&69OM'P+GJV[93LWE(EPRK+LU?.#I!21 MAG;_ .@//T)Q3L6L5?\ 7RWT?]5//.G3^+[A=]BU&NY#+\Y4NB99A\I8-D=U M?D^K'N,[1EK\N]6M52E;8C^$A3;*^AWZK@#&622,$/\ [ ?UG;-68/!,2XQP M779;$,4YHZCX!LC^<7?5I[^%7[(A=*-N\^E-;T3C/9\RS+H2@<_4>#ND[I MO,EHBJRF'7WU5!=D:$*/P&*6;9CA MG4'3FX?R!SSJO+]+T[ MK5;^S.KS/W&Y4E-Q4,CICG.,OL=DK&9Q.;S SOT/I,!>HJ#@JY:Z[:V=B@V3%BPGG MM(77(@JK]\%DD@Y?M0SC2-HX6W'%,IRJZ[!<->B8BB(5BAV>@ MTR8913^=CY">GU+/HEXH$3#-X^'BUDTEFSQ5^1ZN@*2(A]:J0:G>B>4]T;5/ MJ_#,@X4TJG=*'N6< MYPG6^AM^:=)Z*6!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@\:<>P;O'!X'@>!X'@I$_7X&U0TE7+1"1%DKTRT583$#/QK.8AI M5BN'TK,I*+D47#%\T6#^#)JD.0P?U#P54A"IE*0A2D(0H$(0@ 4I"E *4I0 M *4H!\ ?P >#EX'@>!X'@>!X/A3 8/DH@(#_J @(?_ $$!$!\'$3E X$$0 M Q@$2A\A\B ?U$ ^?GX#P<_!Q X"(@'S_!A+_P#4 1__/X.7@ZEEDT""HJ8 M"$ 0 3F$ * F,!2_(B/_ -QC ?^(^#M\#P/ \#P/ \%&AJ[7ZX62)7H*&@2 M3,S(V*8)#1C*++*V"86_(EYV2*Q00!],RK@/K! MX'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X/@@ @(" " _P(#_ " _ M^8> 4 H 'P 'P '] _@ \'WP/ \#P/ \#P/ \#P/ \#P/ \#P!# MY_@?Y ?X$!_U\'0=LW4;J-#HIBV524040^@H)'15*8BB8D +]!RF$!#_P ? M!;M.I%1SVLP-,I%=B:O5:PP)%UZ"AV:3..B(],3&*T8H)A\(I?4<1'X_DQA$ M1^1$1\%T^#Y\!_T#_KX/O@^" "'P( (?]!#Y#P?? \#P/ \#P/ \#P/ \#P/ M \#P/ \#P/ \#P/ \#P0':>J>:J1M-,YQN&]9)6=]T1J5]1L:F[]6H[2K2S4 M1DUT'4-3W4BG./$':<*[^P8J/PN9LH5/ZC%$/!$?.O=F/=3;STCB^,/(N[1' M- TJ(MVI5B^9Y9:R^OED>W*.L>?EKT%9WUZK\[0WU/40>*RD:T:.5CG(V44^ MR<1"3VG7?*S^V:W0F'1^'OKO@D!+VK;*@RU"F.[-E%:KS87=AGM @V\PI)56 M)K[79ER-:(9">V'_F*&LV83V=VBLN;A7KW+6&7KE"<9[($@&Y59.(E&WU,!62 M%-TZ25(J8,W\)Z(POIZAHZ?SSK-#V2@K23V%-:,_L4?8HUI-QH(FD8.3,Q64 M6B)Q@1RD99DZ(BZ2(J0QB 4Y1$.G6.C<0PNQX]4]=T:!H5@W[0V>3X\PG?S4 M0O6CR+91U&T^+>(M%V#>9E")_0U(Y50!RN8B*0F5.0A@CIMW9QNYR21W@>E< M>8X[$:))9')Z',72)@JVRU*(DU(:2SQP\FEF IW)K))&2&.^G\H1*(@02A\^ M"U[E^Q[A>AYKFVPS_3^5+YGL#JUMLPN-6FU;W$W=.@JNT+_*0 T9K8G#NNT! M9BJ6>E/MA'0HE_\ >KH?)?D+ZTK(*[T>^QO1H+<=:K-7K\1,62JO,&UR4J%6 MT!K=T:=*0%EG%ZTJO#:!"MH>&4+&I._RHX[:7<*E(6C.3P^ZY9.7*X3A7BS6$F M3UT'[5)\NQ*C4)*[61$\=%KOTH5E*R!#-F8*+ 8G@C[*NC]>8=J6WBO3\JK\7 M7F.'V'?LDV:-VF0T2SWVDQ.I0F?+,]"IKW)*"VHED%Y9DU4T&EJ4# M;%JKH]]O,R]C;A$55Q43@,7RZ3=3Z M5E4DS!'O"?[")_JZ^]DUB_9W"Y36>8)W.UHBUR)-AHTE,4C2ZO9;U%/=&H'0 MF/XIF_&?PJR4F!FK]8B*AQ"5:A^S'BF^T;2=$J.O2]4S*>?-E$V=AJ\;,0SD4S"FY,4HB M=_,'[+N'.S+F\S[FG?X#3[CL,ARB1B,TTJ\5R:TV:U= -6I*%S?7YF57 MB,I<1C?2KE)U*,S]W;ZYG%&"<8K2EGDF#2O-&KYLX4>@@X14.'9M'[1N+L#O M[#,M"T.XGMLSDD?O5?2HV);=J,'9<4'2(LE]86?N/[/LNQ/IW->>U\QWZ_1=RQS0M@FM"RSG;H;5(AK$U MLN8.*FG0AS3)[?&:JUG65^6/+.(9XL2NG1:)O?H4?(D\$NZW^P_E##+S&Y[I MU\L5=GE:S1[G;WB>6:K,U3&JIIDXO6<^L'0EV@Z9(U#G^+M]A:+M&:MQ>PP& M4;K&/]"22BA0S:\&GS".O=]Z7_85T37JO:8#/.,^1L\KB$MF%APC88CH[?KO MH"%P:#H";73*=1IJLYG2[)GDM'P:U;83S:TK-51(X4^X0C<)VP/]J?#G3$\T MJF0:O9INSO6NB*(04WB&\TIX>7R-JW>ZC24E[GF<#'.M,S]H[24EJNBNI869 M#@*C,/!8_-W>/+/[ 2/G:%7URN$Q':M2G*Q*WW+.BLQI@&P&PR]10T28OMES M^@4&.4>QLBH^/59Q^>08 H8KUD#AH?[(9%YYWMQSJM,T[0Z)T+G^EHN_N0L+.*7>Y[8(Z,AX!A3M(M%SI=6F7E6T-L7_*,[KK:XWF&LC%:H$DZ,YJU,=EFW@SB,<1& M% \@)OPTU%BA<5B[5JJP==SR5F9;3:5-QCM*9IZ2!K7%$9.574< MDBV743"/]@_;3S!E6A\K5)FK?-&JG45'G=7A='S;(=VT.NQ63L\VLM^KMSAS M9WDMR1O#JP.( K1>'8KEEH=LL9\]01;)B)@GW0^_^2,F7HC72-9&GN=!HM:U M"-0F:'IB"M4S:X2;>#K=^UXA*:H.$4V3GG(1Y9*[?X^S3D"*M5%"+HK)D#,8 M! 0 0$! 0^0$/Y 0'^@@/^H#X,/W?[ .,&.\!S(YZ-S0FZC<8G.O^/B2ZJT@ M719N)QA'WJ6CH6 A;Y8I"T1>;QDQ+VZ1HC:"J4@?0 MF31G7GX-%8/^X$E%V2Z#$7*Z1TP#'7G;]GC@DWO6I]J:SSQD.(6#)H'J+DRB M9XQTN^6!MQ='VD*&ZZ.TG7F]80I]HJUV'9A(4IB[1+*D(910Y0V1 MF7+.+B8YJF'U*+KJIID#^1$/!$,1UIRU8J.D;WK$ M!K%%FLYISADW8.W36S7*,G75?A'B+:4:G%%PX35^ERC\%_[I/J"R(SOGBB!X'@>!X'@>#';F+#[AS_ )R_ MHMWZ&U[IB7=WFYVUOH>UN*TZM\?#V>74D(FDMEJO!0#$]?J;000:"HD97^3_ M )$?M((AD3X/S]Z/P)UHY[7V(:=FW+N@\^]!=-<]]RFZHV_\N:U[G/3<$C, MXH;?)JGE$6BF&JNXVLTAR_HLB^?1,/6E9U\H[_+<(II/0R[PW).ZHCMW7NB- M3SOD>NYEJ-+SW' C<]V349N_Q-*R"[;_ &^OZ M'RG/M=@)^W7S_ )<8(/XM M63:(Q?X"RA'SSZTT@#7QQ_\ J2Z,Y=V*GV@(S-KR3FVI]AEQ[1K_ -7="3\7 MLEVZ8FI^8C'D]@:.?A3,*0FDYA+_ #]RFZNJ#GIF7DKSB^G15*40GG9G!9%J=V4J+%=-N0!#8/Q#S1 ML&5W_K+HOH$N65[8>OM&H%QL>98=+V>Q9;GL/EN90>8UE%M:[;7J9,7F]V-I M%*/IV;/"1!7!C-FQ$!39D54"2>W^?-!Z,QN!KV1W.JT36,VVG#]]S6:O4 ]L M='>6_#=-KNBQ]9N3&(=,)]"LVY&$5C'CJ.73?-470J)@I])DE U.W']8G;MH MJ(?YI<>7=+N+G]@-E[RDWU LW1/*%IAINR83:LS1K64ZQ376H6*D66H24A&, M8^80A6JYI!HHJX,@4)$R#]02_]QFJ$;%WINI M_897ZI+[CT'"[#P9B?\ Q>[$6[M:]=.=KYH"HQU"FL"8YLC@VH_Y&."3&MPN MEJJKWD_0@1@:\#:#19_W L*,*"@&5".^#?;*&RIVX_$:N70HN'(-FZSC\=HD M*[I?[*9E/LMD $!6<*_3])" /^XP@'@_.]Q#@?0?2ULWVP:]4+GSQSVZ_9S) M]O4C+=BY]M.>="6MHQB:I+YP?_/U-/D*O&0CB]U@KB49IP8S#-HS%D= M+-4;W-XY#LDD&\;%PL1%69U\O)5,X@1N4,H*=^N_H&3L_:RW1_6E,V&D=U8. MVQO48BAV_E/'<24);7$U=K^Y_/LEMA"R3]&*)_R"$([)$R@I,W310SEB5\K]'R8 M2A]8_("/Q\!AK>?U.\ML^5=?YJY%IZY:-+C9Z/*M:;0P*;4J UJ%YMMU0.=W-0VJQF8UZCU97++Y MT2682J5DI\=.Q\M),[)*ID<%3,M'H)KIKM0M^2_6MOO6M(Q38="A=>AZO#9WK\'4ZXU"3K:%DFZQ+-78(K$ MCU$4T6P9>7?]:FD3$RJG0.B,VSJBLOUYNOU\U6JI\NM9U_6ZC*)UK^\7-K,H M[+7XLA%S5PB3>!;1;2-0:_:(8RJB!%O!Z=B_71NFHT/G)E7^U'V1[#C'/>N< MN7#6L^Q9-JA=,IVIIFL;;)BAU20U5W(8[K\2RR>)/"61":ERQCPSA;\)4#HI MMPB;JC],57Z"W[0-AA;EDC>,W>H8C2]N;;GSRPZ'OC5EA[=Q"1\UC5KLM_@: MM59J[4M1*,ETK)7K;'?D-R2*+8K@RI% W?)))())H()IHHHID2112(5-))), MH$3333( $(F0@ 'P'@UJ9IR%UW2>L-AZ;L?8^8W=IKM(JN:*YZ?DU[ M74:E1\PD=BGLJ90=D8=&.E7QJ-I-8Y:OG5M^<5R)YA?YM+:G,]?2=KL.@NK-8&O05KCHY2L6*W M.EX1)M%"W(B8".2.%$TEB!>9/UHZ/(/>J:99>PKD\YQZ)@^TV\/C=?SZ.K4G M6[/W$\!]>;'?KJG:Y!EJ2.4*N7Z=(:EAH,\:A)K%>+OCE34 ,%;5^J#>*%QO MVK#(M8UJU'7Z@^LJ'6'[#.>;96]\1V: MU*P- E*ZZBVW0<==-9K-?QJ'!O!/C(5QM6EH>.1^Y,$<+"0,S[_^O_8-%X.; M4:*29RKK2JATS@1@5%HD$GZ-^HV9TO/ MZHG<=4Q>^:_GO7.W=7U*2O/.&Y?HG3S67BG/*CF+B;WJ M/2T@O/REI@*_0-GI4-GM6K=@(W%)E]$O+O6?WR.Y1=PN=T(6\;]:_2\5S1Q/ MG%$ZYH=%W_BRM:)0*OK4=@MB>9]9JAHF2V#%U)MUEP[>QFHK3ZK7)5O*QDJE M8SL4YINH*C$[1P9N0+%Z8_3:]VS06-OC]1H5V+<^9L9Y=VZ=Z:I.C:M=9N#Q MA2VD:Z?7UZAL6:5FR76\QUYD2SD9:V$Q"N9'[#_Z!^ETT>!O19M&[!HU8LT4 MV[1DV0:-4$B%320;MDBHH(IID I")II$ H '\>#1!4_U5;_"=E6/R3\:C6U:W 9=;\=5OO\ \8[-/RR:35S(7LU>0LS5 M1%3[1W"RWY1 K>"?J)?X/OT9H;>Q9I:L]RF_]*:GB#F62W>Q;A$V'HEI?UI& M/65N^YSG.E2E8F4TR23S4O7Z;SENZ6I2F=:547VO(L&A6D/ R03 MB#\[X'T>VC4&283RX_3AUJWSR'RB+[1Q!]1Z7PSO?Z[\^;6'E6XC+P6%[N]J M9IR_2\C =*0[6?VQ*$I$5'&\7ZIMFV7.\X M)+9]8^2^<^:TJIF6=:)1)MH^YW<721A; 1O-Z9<:HC#R+_3YQ))H1M^0QCT6 M"!5U#$62KUNPZBRJ+-0UT;*GK%A@:_?:O;+-2)6 M3;1%AD*LG>(""<12I-ESH@D8-=%5_5=T@&!]WYU:7O.TC/=< MZ_S9K%6A=!O6Z[/&5E+#_P#BF#?P.A:4VBL>NDO8%*OD3%S!3E99UTT#*KD! MLU*FP167#$[JSG)_B] :U+?K;I"6TV[MRA=VY?"9C"?L0ZCHAH[#LKKF0&S; M7^T<(QEGT;#S]H*9]*P4FY04?UB1*P38H.6#90% V9?IVJ48PE?:DE[()6B+M\(G%BS%0 MI#AN),;Z1*'TB/U?/^[_ .TOP'S_ +A_T^?]/!S\#P/ \#P/ \#P/ \#P/ \ M#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \ M#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \% 9JVDUDFT MG[&OI5%..A#UQ^SE9%Q9'DLH>4"QH3<0M#MHR.CF:9&0LE4'SI5R91<%4T 3 M3%4*_P"!X'@>!X'@>"G2TDG#QCZ45:R+U-@U5=':1+!S*2;DJ)1,*+&.9IJN MGKH_Q\$33*)C#_ !X*CX'@>!X'@>!X'@>#S).4UEG"!#?*C4Q"+E^DX?090@ M*D #& "G 4S /R7Y /Z#_/R'@YG<-TE4$%%T4UW(J%;(G5(15P*1!55!!,Q@ M.J*:8"8WT@/P7^1_CP=W@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X' M@>!X'@>!X'@>!X'@UK[Y^TWGWG^[2='DL^Z:U1[#Z7&XJ^EL$P&YZ_"!LSZD M_P#)SO*62U53<2,O=Z_F(&GY%LS:N$VS!,Y!4,[(9L >2 _:;CH]&:%RBUC;=D\9$.J7N='I;*_0]/T@-'I>7DY^['R2=N%UV#*U)G7,++$TFJ;%@\+,V/4,IM5P MJ5KN42SLUW'#]6SG8JC'3TA5WUJR^Z5R^5QK8XE)HO)P2TY5Y&4C"RK!!^ M@=9#[OW$R+$$0 #!\A&76/5F? MW:S2K42BUT[Z*9/)J03:.7*BCMXS9-&31=PNNFDD8W@QFC/V@YG/YOAVLP6( M="JTW5^L6?&5Y0G:M4:G<^=-HD-&3R!O'[)19^\,[ 6+1T]=.+(((H'<'^T ;"^8.D,NZ]P/,>DL6DWLMF> MLUX;#6'4FS+'R:1&\@^AI6,DVB:[MNE)0LY&.F;C["[AL99 QD5E4A(H8-?O M8TEW3_\ -?!C;%UUQCS9TM;ZO&TRU;+E-:NEDK<( ML_MCN8XR_UJBR62^HZ@_)S!EYX-+?4F@=(WGK MGFF%Y,_8G6Z7D&B[;H_,6SY93Q1$_)5W37G^&L M8J0AIA1-"*;.BN"MCJC])PD"B_M1CIZ$YO>W3F':L\D]U[/TW@RR1DM.Y3,& MQS>FY_:#8U3<4?0">V.MZ)*T%)E3CK1=CAH=MF<:+61=+JO M576(LH\#(NIM&AV&5D5R32.9!K))_2[ M563<(HAEGU/3K/><"TJ&IFT:%S[96M=>6&)U;,#4*5,-%I]ZJ: MD1)A'_C2!'$>)* M-U@V)S'[);W6,FZ%D;=R9;8#HWF_0<4H=ZQ)I?$;K2DHW?'=:/2M9#9:'2;& MZ+D$)7YMW(6*0+5U).%)"O2GCE"E156"F5/]GTY+PJ=D82*&NR%;H2&?5=E6V4Q)2_P#D<'&RT5'PBZ@L%SK, MTG 4;8OVVL^?^;X[/NETYYJ?/FMW&LY_'-[AGRUS1;OVI&@M63@[TA" M!Y]>_8MT_=*[^LO2^1>?X>=IO8-Y!>T5G0-?I='N#]S%X9NMXLF#*-Y"DW)A M%GBG]!))*6R.=G2,:'_$33^R^^^ <-X_=O0.>;-6:7=,;-,6R)P_*-XW6$I. MPTZSJTRNZ[,S<5 5;#G#6*3;]/WIJRK;V759Q!HILM$%2.W_L1N>J=",:%0.-]LM/-+_=M9YI#K>&EJO(5J-U3%$+*TOLW8MYO)ZSHXXE9V]4G9=91%ZI'%,]0CR.FQE M0MO#?W14G2W;Y?5>7MYYOIS#&;MMRMZOTCEENB#5FD8MDO2DBS-&9I>K386K M\N!;9 3JYUVJ3=FZ74CSG%TB< #(KD;]@DQT=I;3)M/Y:UOEJY7;#FG3V*,M M'L.=6]'4,$=3M=K;JP.W.5$CUFG*MS$57^' (!)O[# M^A](Y2XWW7?\ISL=*MV;TJ2FTHD)N'ABU^/!$[>0OZR,X7\2QM* @M_=EX0Z=N6J76^9H>=V"B M],-)(K?0^=::XLYH>C9O4I>DOF<=GRCI!^T @G!0QUS? 9#[+WUTC8^/.ZYO M'N9KMEW7G+\3,PTIG,_=,9M;W.4[+BS78*#L/]YRH+0K.E-C*1AX!TW8+.K"G/QJ MB;5!)991N&:7+?1%7ZKPJD;I48.QU6/MAK/$RM/N#=FVM-*NE!N%@SO0Z38" M1KR0C%96GWVIR4:JLU<+M')FWWD%%$3D.(:[.X]FZ-C=/Z29Y]U:GR5D7+O' M-#UM[:(7#(K0..F&5_QV,0?'"7=.UGZ" M4:)?!W:S^YSGS(-2',7M>L%H1JN>8'H>FV4LU4Z'8HJ'Z*DV4?1%*)B.BRM9 MVG37C&/<_P!UG6<="$=1+)5!($W#Y46B85G1OVC7[,]RUO%Y/]>G5]I;XM=\ M<:W/0LU?8[H< ;'=\T.3S/+MB@JU6M#>:+-'E9R#?/7]<2A_[M#0C%=\^^P0 MA2'#PTG]S_-F@=?DY'K,%-O9.9V#7N=:1?D[OD3QI:=RPV%L,OH%;=YC%7Z1 MVRHT8CBKOHV-M\G74("2DVPI)K%269KN@]_.G[3YO>+?E56F..M?R=KMLGTK MG^8V2SWW(K!#V;:>4G-F::C2"!3K5,O8^H.75,E4(:TN4DF,@Y8*%,@B11JH MX"D\(=U=3[+.;$GTKS@US3/JQNO55;9:HCLF(RD3GT!A5I6@39K+U.MV->XW M*:JJD8[0D9Y@T69&53$ZGT$^D?!Z^%/W)X!WAKS+):%4;#5W5VRVQ;=C\P^N M687-2XYA5K-"5B3=WVLYW;[-9L'NSD]ECY!E7K6V8OW<6Y%4H@NBX;)!G'UM MT4QYGR5.X%K=DO%UNUYHF,Y'0:@>NH62[ZYK%B:5"BP4>]M\C$52+;(R+X7S M]Y(N4FC.-9N%C_7]L$SAK!Y-_9'=,KX2ZLZC_89(Z)%FYOZ3L>5#%W3/<^HV MQN8I>"QAEGE6EZG2S5FBFMUVN6CE,Q6.$4@DQDFQGXM"H.%$PSSX9[[R#O*K MZ9*9PR?UJV8K?DLVU>B25LRZ_*UBQO:U#6^&7C;[BE]T[*[G7YRO3J*K=]$3 M;PA%TW#92=0\LC'6*NO9"*>*QDLQ6;+E35,9)=(Y# !BB'@DGP/ \ M#P/ \#P/ \#P/ \'Y@K/^OW]A- _8%TCU)DPR;1GSKI_=M11W">TR[6"Q6B.Q6JV*L:/L M$K/SN@WVBO4FI\739NY*^81RK=/\= A?K*<,&N6OT98;@6C4N^7 M^8RK=V%*Q%Q@1J?8^2\,B(S0JPA*Q4U!Z)KDW(1]QM=YWM"1C!-)6<'S)O)D M74+_ &YN*BACA+?ZE.(M2X4A>UL^M3MJTR#1>X]DV#FVHF"D+35?RZX-:Z12 M3EU\^AJ]68QM:K!'N',;"HLD#0\81!-0I%E%$4@RX[.YH/TMFM40@;K=\XU/ M$--KO06'7B@%J3N=@]8H<19(J(;+PM];.J18X*TU^U2<+(,)4$VBS22.;[S= M0A%TPUV;K7M.Q>P;"[T&6VAWM]%UH6U M!@+!CU9M=??N4XN0@%(=]7G#=-1,J"R"HCX+S)^EW-&$7'?VGJCJ5U=:]T+> MNE:KHF@*8!K<[#7_ &&EGHVWM)&&T;")^F72MZE&J Z5:3L;(A!/D$#PQH]% M+\)PS*:1DT)8K;;HZDQ']L):;W)M)>WV)RLZM7:$BNFQ0!)PC]LOP%!T#]76&7 M+?N$]PKMWV3)8;]?58?4_%\,RVZ)UW%Y.NFB8F$A8JWUIQ&2+^09PL5#(MC% M0=MSOVJ::+HRI" ALJ\&!NH M>R;?##7]>U&CYPNY"(B;E?HAP[1=+K"Y2:DDGH,DVH.U_K");+^HWG6P;2WW M!IIO3]3G8?HZ3ZTJ%/JFV/F>94??K0B++0;]7*1(PLK'*KZ/%.';.59R(OV" M;>2>@P19'=+'.$@Y-^NJGY'LL]NT?TOV3<+U;8YG#W,+[MZ,Y!W&(@FE^:TN M,L,0SJ,2DZ99^?2I1:&(F9+\=Y@_7?AO*=U)H%/LVU:%9(+,6^&Y>XVS5)S34L2PMK+L)U/(,G3E4T#P=1 M5DH:.,X7>&D)EXE%,4'#Y5!FV33#(CH+"*7TKD]IQO09*_154MK=)O)O,TTJ M_9/:BE04!9(C>X9M8JM9DV*BI0!RT_*_$?(_4@Y350.=,P8XY5^O?)J9P;4O MU_Z;9]%WO,:_0H2C2ENT&Z6E*_RY:S),9BJSD198N=2F*%)4B4AX]>O!!NF2 M< I&M18 A]@GP'EC_P!9_,".=OZ%.$V&Y2TYKE'WBT;':-XUE;H*UZWF4:SA MLXN4WMD1:X>_?>HD+&MF<2R:O&T8R:H FFV IU04"JO_ -=?.4IB4UB,B.L2 M#>;UQCT"KK$CLVC26_1F]1 0Z4!L4!LLC/N[E W>O1\ R8LCM5TF:46A^"+< MS-19!0+=<_K-Y\')*IFD1:-XKMMI.NS._P!:Z.CMEM$ETPRV^SP$E4;;I3O5 M+6:QJS!R!<*=):;UG%V7G6M: M% 9M=XWJ;7RW)*0UEY,OM+N]CF'EA>A:;]<5IYP1Q)/4E3MVOVVK0K=J@BBF M%0)B$79"J9F:)D56Y4R@5(4P]5C_61R_++T)*K%US'Z[2D+/8K[1ZGA$K)S4O!8%SWM5QM;/WS0-2I MW0=2WG083I;_ )&V#^X%V:WSNPHR9YNP/-<3E5R3K5TFI&+$^R"#9#\5I^.& M:N)XQG'/&54C%0I(.M0WYTA*N4T!<+OGTA*S,PZ?3,]/3/WSA5PNHHLHQ--/;O!I4CF-I+E^UZOC3?3,N ME)+^\N08$(S M?J.FA"H %>S'ABFY7T]J'5\3M?25@OVQ.$O\^JUMTN/ELOEH>'+:$J'6$*4W MJD>A&U_,$+@^3@4VZR:Z!5?EPJY-\F$+;I_Z[J+L\+MN;2ED@'YJS?#VFG0K]9)0K MN$,:(;-B1Z;(IVJ@902L2W:EU*X%C# M+GC2VFN0]@+'G<@D#DS$)9F[!H9P"!/K%/Z1/]!?GY^ \'OK-5K%+A6E;IU< M@:G76!G)V,#68>/@85D=ZZ7?/#-(N+;M6+!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>#Q24@VB8]]*//R M/Q(YHX?.OQ&3R1=?CM4CK+?C1\ M!X'@>!X'@>!X'@>!X'@>!X'@>!X*%9ITM8K\M8#Q,[.EB62KP8>LQBLU8)'[ M7Q_[6)BD#%5?/5!'_:F A\_]0\%=\%+DAF@4B_[.G%J)#*(A-#)+.T5$X7\= MT*ZD6#5!!X'@>!X'@>!X'@>!X'@>!X'@>! MX'@L^]Z'0,MKCBX:;>:?G51:.XY@[M-[LT+4:XU?3#]O%Q#-Q-V!['QB#J4D MW:3=LF94#KKJ%3(!CF !"\/ \#P/ \#P/ \#P/ \#P/D ^/D?CY'X#_Q'_H' M_CX'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>!X-6^8M];S;]IVJ9J]Z M%VW4\;U7E-]T,VS+3!H\Q3K3];J05951%&+DWDNLY% M(ZXN!.D83!%D!^XNDSG?C_B3_BEBBR2Z(FN7HN_M-IIVVWFOEK>^A*/G\?JEBQ+ M,+5J:6>25J4I#>V15&CE;'9(I&TIP%G_ +3)*5J/=F9F.Q624=D334%-,YE2 M!@KRYWSU7TA=MKRF8Y@N>/UCY_>U*O;NG>@VO0V@\ M[R_^>Z=9]'>*V1KUQI6,S=[DK-3L?)JV@9_16L"K(MXN I#VR_V!HF@1H<4% MG)0IS']E'6V@85F%VR3!N=)W3;KV;?>19F(=:WK+FGQA:9FUROZ>AD8/\6IV MHUZ0B\_9)$=(LNJ-TT61 MC&;AF9QSVM7.D^4Z[TOHC.LXBVQW/;$L7?6VJZC9[U%QE2R*0DF!:K#*0%9S.9E9>VV1\WKK Y4&0D.L M98Z(6GKO[(]MJ-YWJ\T/-,.E+ ]<+/8Z4!4C-H@W.91 MR@&[1?[_ -A;\;[7Y/VE/Q_O_7]C[_T#]K[WV_\ N?:^Y\?5]/\ /Q_3^?!I M;K?.U&C4#7<%YS09WF/;.GH]A%P&SU1U5ZMEMIJ#5HI [K8@MW/G2> M>DJ%K1>RUNJLC&)M![MB1"DS#Q,V0(AHLS3%0+BW']A_;N,YWUQ%IP_(]KV_B?0.8& MUZE48/6XS'-AI_4J3.-JU*K:#?09VX8SKU4M$DV&4&26M# (-VRD"H%_-!! M/O?>B_L[K?ZS^\)^_P OSY@.CY4SM2E>US(FVA3L1J. R&>13R1FL\1'6*Y> M\'U6MV><=Q99B3H1Z1'2!D K^F_L'Z"P/!6L;#VS$.RNC9KMZL\1 M,IK#\+V6KYQF%K>9@EK%I_S*D/M;T6U:_9:31HYPX.TKMD8A)2+UO'?>;NF[ MP2AGSP'T?JW3V"NKSMN4J9#IE5U'4,ILD$5L[BHZPJYQ:WE?9WJ&J\Q*2]JH M\?;6*2;@T%-+J2L.Y^\U647!,CA8,;>Y.E>PLTZVYBYYYQO')-*JV^8YTC>+ M;:^AZ??[1,9>MSTSIMC?WE-C4=6SUA8*C+1EO1CCLW"D<#)4B[X[]0B0,SAK M3W3<&/:R7J#!HO%6R]JTN(CMMI] M*Z2Q]>#V-[(Q47(1C%[!E9%=0 MN2(T.%TYDWKZ+BFVE.VR\<]: X9'%,$@E&X](_M*=]<=,83@S?AC5X# '_-^ MELZG-1.IT/3[)DV_:#<820S%_8'FHR5-@[YG>;Y])V!:T T<,Y%R=HS2A$A6 M,=,+/HW['.B)SHRJ/'UHYXFLET;]B&R?K]C^2H.NSK3J/.X[)E-$CO\ G^R7 M9;07S62?G_X^+9YFMFJ3-BPI$RS=)2AW!0_*#=EID)1K+G-^KNGC'!FL[3+/ M$:":8EU:_$%I,C"O6EI-*3R#Z,6A8XL&JN*[LKEN9NE]2@*$$OU 'YF^!V?Z M^D;)FEE->(?686^0.:9;EF M9-BIR<*^(\%L[;_4JJDY,8P7;^DFIU;2MUWS2;-NVT:7(\_N6V>\@1-QW7;I M>*T[CRQ2VF%S[M"VTZRZG/5G3;=T N_EH49EU&)-&[>GM%VK-FX5^L0V:_N! MN]KH'"&B34!>+!EM7D="Y_I^W:O4))S"V[+><=HEX4W36G2] M0,B4TJH=R&4?-^@]2DN/.99(E?IW2EHPZ\76__P#'V?R7V+-T'7+C!7*I-COE M0>SSL'ZT@YCB." W>K*E;+A:?Z_]M@^0>:]LS[MW9B56U\Q;^QSK8]TU_IB= MU[*9Z_;16<_TVJ5K+=/UE:,ND#4*W&Z=%UV.K,R@G*1@M2"X7?KN%7[@+\_; MM481#$,SZ!C+CHU,U3&NAN5H_.)ZA;-IF=1IHK6>N^=Z1H,;9:I2[C 5'2(J M?J#I5H=O/,91!%!93[14_N*"8,>OV4\V6*X;EJ&X:QB6P]-X&QX];US$&&:= M#U;&X3E/=ZI/Z=8]&W&?)?-:RN IDO-U>5K:K&_QI)Z8@$*X[0_%324*5V&N MBA:GO.J14]U]U3BS[IZ)X*PSCB]VNMVGMJQ83"T!%7D;%ND[CK>=X-7:0G5] MKVJSW"U2TF[EM!E(=H[".9PL.5(S=VH8/U2S'0>(UNVY)GUIU*D5+0]X;OW. M/9Y:K%&5V^:(6)A0L$RG5JA+.&D_*N(6(_[SQ-)N8S8 ^% *;^/!,7@T$\T_ MLS[$ZLTF&K]6P> S#,M[2ZD@L0TZ[YAH#B,Q^NR-7>'(W6'6.RZABIKWQM07?,4/<:5J=R8Y M=I-T8=$ZJ6Y:?5JEIG-<*.]U\S3G6LI0$:QL[IZ[E'Z5YBIVO)*)_B@^3"SJ M=^SCKC.?>;MLS" MUK'C,;S^.G^D]-+DK*M7R,;[KT/;IG&:!-236:/HS%C;XV8Q[QXQ79@@@4&H![<([!O>.?INY U"G5NKS.JWV2 MPWF>G'T:_P"@6'.(*Z:;N33 XC0]0T*R3LYH[RFQ*KK^[.OOR1Y%XJ*3!)TD M=9-9,,=^=-YZSYNJ>B\[,MBHM_VW4OV\67C:@:WO&@;3N&&8K76')5&W)T5D M70-2?['-ST\:"D&412'UU#[=NF3LTY$K= "JAN4X*Z2NO3N*V.T:-%4QM>LU MV_;,!M5DS!>2Z/ERDP\DI5O3[.K%B;\-P[?+1<@FZ8F=.A; M?D*!FMX'@>!X'@>!X'@>!X'@>!X->U:_6/S#4NLIKLV"?=!-M>GF!&DA'J]2 M=".\Y56_S20OCA8]"=:,M#.H=U/22@C7EP6JB*0 "$6D;ZCF#K4_5]R@?5([ M6",MA92-?W:2Z=I]*B.@]J@LII&_V.:DYZ[:C5\S@[O'5)K.WYY/21)A!=LX MCG3>5?HE;)IOG95@R_V7'Z#OV97+&M6A%+/F>BP;RL7JKDF)V )8ZY(%*5_# M.9>LR<-.MF+XA?MN"(.4@<(&.BI]22AR&#%VG?K/XMH)+X%6RB;CU-,IMOH- MU=+[+NLL^EJM?K0QN]R8H/YG2Y!]#.[#<(Y*3:-KK<]%M\_):G M>HB?U5N["DY)"2&@GI=_DY>+E MY+4*TRM-E*[;Z$=]'G?)2)7R9PF%U'ZY7"JKDK@-D,1&(0L3&0[51TLVB8YE M&-UGSE5Z]508-DFJ2CQXN8Z[MTHFD J*G$3J'$3"/R/@Q>Z!X5Y"ZIM=1O'0 MV 9[J]JI,'@)M.0A3.R_>%J M*O\ N\%7L?&'*-NV>L=#V7GW+)C:J;_C9JYHCRIQIIY@XI:;I*DR!S%2(S?R MU&3?+!!O'*2SJ&!0WX2B'SX(ZM_ZT^ = L=JMUWX_P !M=FO%J/>KE.3^=0$ MG(6BZ&A2HEM&,2'$Z\>W.[(BL5- MXNF(9'9IP1Q9CES2T7+N7L3I%\:GL']LN$%08)M8H)E:FDBQL<%698S51Y5Z MK,-I=T"\1'';19S.%#_C_6 MN_P!TJD6AH&FQ./SW]O:R^;QDGJSBWIC3D(9@#2(C%04C MZ^40/'(-Q* "$J,%NNP9 B#SZTB(@&9,5C^60 MF6I8A&9[4&^/)51S1 S(\%'N:0I2WK):->U5Q7':"\8[@'D>Y406:JIG152. M8ABB41#P16KQ=R6I@9.6DN=,?C^=D%T'K3'8:C04%18Z3:S)+&TFXJ%AFC!" M)L32PIE?HR+;[3Y)Z4%RJ@J'U^"4\EQ_+<&H,%EN,4"JYEG=:*\_LE0IL.TA M(1BK)/G,I*O :,TR XDI>5>+.WCI43N7;I9198YU3F,(0_?N/.6-FUA?7MBY M?P[1-,BZNKGD+I-\SVGW2V.:#)1DBG*5LDC-Q#QXQ@3C8Y%HHR,8R:J3E81_ MV+&*(7*VY*Y69TVGYTVYIP)+/\]D927H-'+C^?#4:/*SCE1[,R5/KAJ\,/6G M\L[5,JY59(H*+*&$QQ$1^?!'[+]>7 \:_>2L=Q-R.V M%@CGL/.,G#E"ID56:2\1).&KE,PB19LNHD8!(;,*J>T35)IJ4 M:(<=KT!'R; M*OJ$( "S35*W^/\ [/Y'P9 RL5%SL9(PDW&L)F&F&+N+EHB59MY",E(U^@HU M?1TBP=IK-7K%ZV5,FJBJ0R:B9A*8! 1#P8^-.->0V&9GQ5ERSSJSQU2U-KTI ME#;%,&-&Y!B;GNU+NF\6+"XFOXQ9)C.V2*Y- /75*=G\JVD]$M$;'L8INZ<@P4 M:H'_ ""O2F:IMUPOU;A3D60PIES59<$H-\Q1K;$M =TG28U32$+'H9;"I;'6 MB7.6O#B>GKO?I>S+JOI"9EG3R1D'"RAG*ROW#@(7=L?)/+O0\C6);>N><:V: M1I45,PE0=:=G-4NYZQ%6 TBNP=Q%D%%(%XJLI^>S>%^@I N[1>/.4]=T"O:KJ/.F,:!I%5:P[& NMNSNKSMBCV M-=D%9:NL2R4A&KKN&5>E5SN6"2HJ)LG!S*( 0YA,(61M7%>7[?U'R/U=82-8 M_0N1)/4)*J/(^NPH3UH0TG/YBA!7)JZ'2+9&M-@?\@=2A8I!7\5W)@@JJ'PD M('#,;P8CH\$<6M[CJ5_2YAQ<+?M<'<:WJ6K.\#U6C8KEG^5 MX#&VD)UTLKF2,K57L1$-49^QO))2/% S!ZZ=+BY25!PN"@1UP]^OO).):$_K ML1_8M,T*>-/(7#I7R(L4\\MH5A*VE=6F5>OUW#TBSETL MY#[YU/M)"4)GS+CSE#&*OH%)R;F[#\ZI^KI+MM-J]/S"G04#?V+AF]CCQ=PB MF$0BRL,,2.DG#=-DZ(JU1;N%$R)E(H$^Z)C@X;IG^KY3)\!=](X+XIS M7/=*R6@>'?343*.CN4I R/YWW_ *5!6$Q""4,N:'0:-EE.KN>9I3JQG]"J$8A" MU6ETR"C*S5JY$MOJ^Q&PD##-F<9&,DA,(@FBD0OU&$?CY$1\%V^!X'@>!X'@ M>!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>"+[%JD97Y@:T2LW:=M+A"SNX6OPD" M4[BQ,ZG7(^P2#R,EY-[%UAHR!X+;AZA6:_,VNPPT* MQCIR\R4?,6Z4;I"5Y/R43!QM:C'4@L8QC*F8P40V;)%#X*1-(/@/D3"(7)X' M@>#Y\!\_/P'R']!_U#P?? \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P M/ \%'>M)E:6A'3*8091#,9'^^1*D41VO-_D-2I1H-Y,SQ$T0$!X'@>!X'@>!X'@>!X'@H5FM%:I<#*6JXV*"J=8@VIGTU9+- M+,(&!AV1#%(=Y*3$HX:Q\>U*8X *BJA" (A_/\^"@T;4I%]L3IM=]\OB>)])8&I M?VMR#.G5&)L.>'N#;016_'"B+UDMB&:1N0K_ .S^UF0!]]?\?:^?X\$^>#K6 M61;(JN'"J2#=!)19==90J2***11.JJJJ<2D323(41,81 /D?!&>5[?B^ZP MTA8L1U[+]CK\1)FA96=RN_U30H:,F"-D'AHF0DZC+2[)E)E:.DE104.54$U" MF^GZ3 (A*'@HU?L=>ML0UGZK/0UF@GIG1&4U7Y1C,Q#L[%XXCGI&LE'+N6;@ MS.0:*H*@0XBFLD!X,;NJ.IBM 6S%E:Z_7[O;*) M2I2[L\L@)P[DCS4M):POW)*OY140;@>;F"(N2QB*I55$_M Z013E&9(N M4;KJBU46,@DL0R@$ 0\&17@@>A]155VYP8C&R;I^@B=51($TUEB)F,!S 40H*O97*2.X(8K4B MV3_(33*JLQ7*03"D?X"7O!Y'[]C%,7LI*/&L=&QK1R_D9!\X2:,F#%FB=P[> M/'2YTT&S5JW3,=10YBD(0HB(@ >"%*CU%S;?\>L/0M$WS'KIA%28VB2M&QU/ M1JG8Z?GT--66OTR'EKM98:K1DI;[;(I0]6JT>^FWC%J\L- MDEER-6#-,YG#MPZ_FEWTG(W;5AJ= JEVKL_O5G;=FVNU:C)%S,5A9TNP7(F5XBB)S MHG /D2C\!+?@CK6->RS"*#.ZIM.ATW*LUK']M_R*^7^PQE5J<'_>)5C!Q8RL M[,.6D_[&TLJ6UEO% M=<9BZ@9!ZC&QTHQNC:06@9!K)2;E-JV%!=07#I0B*8&4,4HA8BONE:&YD95^S38W)-I'K+&C%_MO013%3[ M?T?!A"MU#L#E70<\GM:HG16,7/,ZM8(.I6:\5;1JM/5NO6JSO(&.KE8FY.+D MW3>+L4\_M,:@S8KB1RX5?MR)D,94@&#(9NY;/$@7:.$'2!C*$*LW5372,=%4 MZ*Q 42,8@F263,0P?/R4Q1 ?Y ?!W^!X'@>!X'@>!X'@>!X'@>#\PM'_ &@= M9W#OJR9A8-"R#,Z4P[;U;FF2YSN-XYGA;C5N?:'6[!&Q^Y1]>4MLQT\^T^4D MH%.YH.GL'_Q^O5GGT?)4P3?&"N<#=[ZW;]1XW/I'[%L\Z4ANH-;[@QESG3BF M\[T-JUJW.]BNSV&NNK;#%A2.6Z8B_K;**G'^NGL(PB)&OF< M!&2:4 M-(RRMZ@=/(9[GN"J&B;ZM+TQ6T+4X\8[:PR<<*J+M=57P1GDO5=;QC]2?)+; M$_V"P'/FET;IR3R&74:YMC<3'6JIW[L56)O\U?.?M SYV[S]*EX5??\ .6T7 M%$KZ%?07;G7*:.*1$0G3KG?>YN=8#FBI#W=29C!-IL'3FG1'<5BG<*P21EL_ MAZU0+1S!B=BUJ8YRV#GX+E+LK#8)A9RUI40>ZQ<"1E&*-W*;G\L+%ZL_85U_ M1,O5J6FX%"K M3*UCMN>UV?G%I6LM2)M:[)*R<@J9=BF4J;1012* %*'@Q*;KL(/]NLT?2E8Q M%[>^%*?"@S?6-2KA7GU,)&UJMY+.):1(T.1V>(:MS'2.BS M453#&EMMW!\G^WR$;PBN>*ZBTPS2\9FIE'*7B!T^@$M[HKTM3=78]03:%T8R M+:17 QG15%FWW%2JJ$^H2AA5S5UY=Z]LF#VISW]TCN]5OW[&>D^7R9=HN;5< MM4)RU7J'JTMFEILRD1C]0N(65UHJ-37C[NZF2,*\6WH65\Z:MEX47?VG,@_#-' >@LWIE[_:/?L(S[7G$7<8>!UG H.F\Q M:E1FNB.,CX]@&5@BH M=RMVDX5KN^]*7;,]#XDRFYJ[C&R^D&?5;H.0LTS$ZDE1-ILO+>!PF:Z)_89J M(O2N5_FQ@)$56?)MSA(;'2-K0 MXK[PEGO2?8LE Q#RAI<763.J5V#,[&KT$TRN=?JT1E?M'PEOKVF4:\:E&11) M9FO6EZS!+.',>9]\'5;,PK72 Z)D?ZY]SZ K_;_[%K=INGT3.%L6K#:EZXUU M*L=D46D7]U9D6%=AL?<3$)F>JV"0:?W6KK5V)H3,8%(C441=B;P6WU1>]ZYK MY8HEZRO]B/2EXR3KCJW!XN-V+;(RNY5/<_T2MU6]/NAXJU[G=L9L+[(:YMUA MHA&U=45SM1" FET6#)N+1_\ 60,N.!.X LWZO=&U[M+0C6V6SFY=#9K;#WZ! MN&J9/-5U"%=Q=8CAN"LHV^TQ(\<*-RA+V? M;='_ *IOT^\]:1UU":9*)D29XON%JW[G^PPD4WU)ME2M-EH*2@:\\6&?(\-7&J+(ZBL@0 M#%^0QTAKFUZGW%UD=RJERX[Q.#[K5T".Q"I\$]$DU3H+4<>V./M=:V[7.I'F M;'PS-*MJVHTAO83K12#F1?5I1N1Y96QW3EN@&Y;K,FY*<& .OMBY^4 4 0T'E)B,D.K,JJ_1=AFZ7$Z-T!$OHF,:EMFA MP+MQ'.9)"NR-@?R 0WUQY3"0)J_3-/\ 4DYH>H?\F[9M&KY6AA6.FL339J!U M'&/X?IY66LY-&:W M:"YOK3W%#:VU@U.@,*9](2_/T;(36\0/*SJ\LDMLELDAH**F[;(6@D***+C^ MQ-5IUM#K/7,>7\I!/P:@V".;M^ ?V'Y.:)_8; *2W3'0F@86C#XQVO5-8U=M M?\QDG&%M[%.0V4A:- S:Y/ZTM&N26,KQLJW08$L0?=<)"N&5>HZ_H^Q\2<(S MN>S/4U6R>J[)C5 _8"ZP[)]UR?I>O4ZFY#,-[=&5>JQ5+J&O,:(SW/\ QYI; M'U+C%7I:^9V,8K]E%R) @;5Y%U'\*<NY[T%6;9EDO?\*Z$DKSI M^64;LO-7,U=^F\DRBO:#5_R(_!$W#NM(Z&BA:UHQ [XC5O++.$$POG]HVJ=. MV^_8C8L1O/0>:\XWCF+49B@SF>YIV+!V^3ZD?V>L)T%E8*7@U11UE*Z150!1 MW7*K?HQC3IM8[Y)^111(I"A"/2-EZ<8ZAJ\A-=(]_5Q6EY#S@YM"67T;:X/- M1VJ9X^Z9O&EU^D05 RF_5]A%SFL4#+%98K63D&]==S;R/2?IKOW3=0+FT*RZ M>3H.W[-3)[LJD]9:WRO^NE?%JSFF)Z=$<\[EIYGFAS=ZB=9:2>>RF)F53"Y[F6^[[^R;IS!<9_8'WOSXDWJ69V')#KT+0 MK+@K#J>OWK67NRU>("_Y'"5:Q975,XID&FI7FUK3K,L:<4527<+D1(@%HYYM MO?TM^T=>HVK:)^ =D[8TJGR_.R\'MT[1PX2AJI8CY]8F-'CN?4,>@VMEC6,7 M8&^G+: 5V>P/C0BZ(G!2*(&_KK1;;V_+G12_-"*+CH9'$].4Q)%;\ ?KU$M. MF!I -B2Q#Q"K\+#]@6Q'H?A*. (5P((B<0#\[G/3[0J?I_?%GY1KG?=CW_0? MUHY)7><]%[MR/I5S(VCI_(H?H^PZ#4D+GLE*0K$(_C+;9ZZX7BG#UM67MB>+ M)0@*1X'*0,AOTJ375LGH6F(ZALNWZYDK; L<1L;C<*!V!"R+#J5I,V9KHZT) M8^O6,!*PDL\ABI_Y!5*DV>U.*<$9F:K-CF427#>3M>HYYCN?25WU)M8WE,;/ MX2*?MJMF-_U^66=SDNSBXHA*-F=2NULD$!DW*7UJI1ZB38/^XJ8A"B8 T0\4 MYLRZ$_53S;D-:>/\,Z!XCN64[;,Q/37/NJTS.ZSM=+N5DTMI$Z16]!@\P4M- M2FV\LZLOI58C.6\-RJTT.D71S M(9USU*TRNBY=2;'[]@?5E-\()?W!T@4*SRSO-U_6C^I!KMO;^02],JN'1KN< MD:-BD7>]*U*.K=WTYZK(2=RJMRKM%<0+Z)GK>HZ>?+E=FSATA=+.OD#$ -U% M*N%?T*FU*_U-Z,E5KQ6(&X5J1%!=L+^OV:*:34,]%LY32YEC@L4C66KD?K(Q6<';%, "!/X#X"]V4!!1IDCQT+$L# MH$%-$[*-9M3(IF(FF*:1D$4Q3(*:)"B ? ?!0#_0/!5O \'2W;-VB)6[5N@V M;D^KZ$&Z2:*)/K.90_TI)E*0OUJ'$P_ ?R(B/@Y)(I(E$B*2:1!.=02I$*F4 M5%#"=0XE* )U#F$3#_41'Y'P=G@\[EHU>I?8>-F[M'ZTU?LN44UTON(G*HD MI]M4IR?6DH4#%'X^2F !#^?!Y9&&AYA(R,M%1LHB8"%,E(L6KY(P)J LF!DW M*2I1!-8H&+_'\&#Y#^?!4@ /@ _@ #^ _H !X+%NF89UHSNE/[Y2*Q M;W^;W&.T'/W]@AF,F^I5XB6[QG'VNKO'2*CF#GFS&1<-P26+-Y^E42YHL<9F'%AQS/K%N.Z7?',EGEHN6 MA&\SFN*W;1[!E5*D8:(GGS:+5CXA T0B\5(Q_'*?X\&=7@>!X'@>!X+4M-$I M-X4JZMTJ%8MJM(M<;>Z:I98*,G#U2[0[6091%OKAI-JY&%L\6TE7239^V^VZ M0(X4 AR@,/V.O*6W+M)AC5V\58DU/U]*QU]5RW-R.")/6AU&ZY5$%5$SA)C-FSCF;2/CVK9BP8-D&;%BS02;- M&;-JD5!LU:MD2D1;MFZ)"D(0A0*0H !X/3X'@>!X'@>!X'@>!X'@>!X'@ M>!X'@>!X'@>"CV"O0%MA)2LVJ#A[-7)QDO&S5?L$8RF828CG)!31S=9H4$@!LJ@F9/Z3$*(!4A9Q&.EFP"@Z312G7C9NDBYEY!K& M,(5L\D5B% [MRA$1;9L0YQ$Q4$"$#_:4 *E\A\_'R'S_P!/]?\ \/Y\'WP/ M \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P<3"(?'P'S\F !_\ '^H_\ T\'+ MP/ \#P/ \#P/ \#P/ \#P/!U$4,8YR"F!X'@>!X'@>!X'@>!X'@>!X'@>!X'@>#%W#>R^>.C;YI^ M7Y3<)Z3T#''(I7ZK6C--1S>2CFAK-:*F51M;ZK(V2F2C5M+0ZC^. M<*,U (L/QX)KSZ3NDQ664C?ZPA3[.Y=39GM=:S+.?1C&:4[)-X(@R[ B31ZN M[@$6SA7Z"B"2BIDQ,82_4(7OX'@^ (& !*(" A\@(#\@(#_00$/X$/!9>@Z- M1\KSZZ:KH5EC:OGF>5:P76Z6N044-&0%7JT:ZEY^6="U3<.%$HZ/9*J&(D11 M4XD^DA#'$"B&(,7^R;E6:Q.X;W&S>GJ4_/M:I.&W:OO,&VN&U.L:=HDO0XNG MUN7R.9W;(,^GFEQD;'MEM?4ZI)U.E62W,(M M]'UJ;M3B6O,E7X]\SHM5_ @%TBRDF9NR,[,FC]SZS@'@QXZ^Z^O/.U[YCR7) MN:;_ -):=TOI+NKM&D!+LJ/G^99_5 AGFDZ;I.ES,;*0T$C6XF=15C8K[)WT M\N!T&WP<@B(9T>!X* SM=6D'+5FPLL ^=OD'KIDU9S$1]8\_;E9]1I^::76[#8,AU%[CUM8)R3-%1 M:\1U,J=\?LJV"C@#6=@S@KDT!1VR!9N5TFX0^K[C=4"A/B$K%N7[V*;23!Q* M1I&RLC&H/&ZK]@F\*8[11ZS34,X:D=$((IBH4H' !$OS\>#W^"!M$WV&J^9V MC1\RI]MZ=7JD\RK;^@YTZZ5#4K?"K4N>JM MSAGS1W(GC3*EDTDRD,L1=-$*MT=W-R[RM0\]T?8==I$)5]5N&>5#/G:5PIQ3 M6S_D:YU.FL[7 #)V&+;3-(JQKDTE)V3:*+H1D*51X?Y(4 ,$A/.HN9X^LT^Z M/^B<*8T[0I!W$T&V/-@L%S:8"O:+MV14&?-5E[R6#NNDTRK3!J2U66;.;B$9.33%Z-6;N& MRB9Y#Z/Q"'3,45 $H@ 0'9^_N=H7I3F3EBM6J-U'2^HXBZ6JK%S"V9]:V-,H M=2SZ3T-AHM_:-[BE8XZAWN/B5FD!*,F#]K(/2&*!RD*)P#("Y[WAFBT:R=$MKSQ1JT)1>5C5F=V:^LM4PZ92BLOM#*=GDM/K\(G,[I<$+AC.V&7L,,1C.F(@HDF@BY7( M$V\J]UXYV#DBE^R-B+TTG'!4HN@<.DQ0 Q1/]/R'R%[YUI> N^?6B M$N51FT6[A5FX4B;'77TC$2!&[M!1)04EC_0J0Q#?!BB !>W@LN_Z1G>45IU< M]2OM+S6GLEVK5[:[_:8.G5IHY?*@@R;NIVQ/HZ+;KO%S 1(AU0,HRB*;B-9UN3G)5BRG'4B@L0Z M";4ZIUB' 2 (" ^"GVOH'!:)/+5:\;;D5-L[=Y6(YQ7+7I--KT\A(795RA3& M*T/+S3.02>6Y9DL2+2,F!WYDC@@"@E-\!+O@M%WH%#C[4SHC^[5%E=Y!D228 M4UW9(9M:GTL[#<^9 M^@:CSU9T:5N]GQG2H#'+ MXTS#M.[9XYMO._+#.WY_5=@Q*B421HANJ];:@\W)O6L+AM/K4+/P\;%P5C,\ M!9Z+U9FS_NCI9,+DNW'.DCQI^T/E2$_6C;9&A:GT5.6GA_)7-S.*K.PT68LSLA#-G:9[*W=-VRSI:03;!E;WUBDQMG)>$U MC-/UL7Z9UNEEA9_#(Y!;EB$G^/;%F^BY@_3($H\WV+@*R[N=1JBH1CBJ2DR4 M$VB;=[^/]P2E"(>P^7FO9/9?+VIZ)^K;?9J@HYCI]+Z1L\E<^9(2;DHBZLSU MG'*?;XB$ZI,QT6#RN7/+65XT.63;12SM@Y9%>/"G02":.A^7;7CUE_7M%\X\ M9Z;TW.\4KYN+7IJ9TKG9EKSO'*E2--S*7Q:1T;5M"H6A62>F"6=E,NFOXS>M MO/D3F7(X3^T 8S_L _7UTKTILO4EU4Y^RG2_-&&9SR1JEVU"A5.9_6+I5 M4_RA:Z3C9!_.RL^A+-+Q8F=Q&QYT+N1EW<22*53!LDBZ6#]']2[E!(QTD'$DX2,L2,8%+D.AY=!Y@Y85#7+IT0RT9G_ )"L M+A];V/I>WVZA MZYR[&6>M\IW//KW0(>G1TPQL4.X_QB95T!"1EJ8P.#)\K'/W3@1?.T15#)_G M[@O1\!_8#H,Q1>)>0*K@MEZ?L_149U,UK&4*WNK99-\K5#+(_ _^<(%>9DI1(YH!6"=O (91X^4(4($_7[^MCH_"NUJ%JFJ5C5RVC/;7U_/[ M1TDZNG*K.A]+MMNG9-W0B&<4.@K]:;"S62E6<@2#T60C6%#>0I$XQR\2(V24 M#?3U3F%TVWF7H7&\XNJN<:!JN*:?G5*OR*[MJI3K3;5K%?YGFZI9G> <\8G6,2N71?-$ M+5='LN93=D-8[<4W,7-E-ID3&5^$L0I1-KLR,O=["@"B,BU8A]H?!GC^J[(> MD.=>2Z%SUTE0J96;/E+!VU;VVDZ6G?8O0I&VVJV72SR2<:6F5)6IM(F2G2-V MZ2@N3.B")_A'Z?H$)-[CR_<=9I.00>'U;,[2^JO26&:M=F>FWV7HL>K1QBZ]JO.LYBDAA>%4NTVRW4V8KY-5YFKRL0O!'E&;R/< MA E.H[*\53<)A*++]<>T1O!->S)&D8"ZV>N=KQ79M0PIX_\ S,6R6G&ZYA^A MY;E7*M!DZ!(N:Q#)45BO")RC:OMXT91VO]MFC''(0@1%TK^N_NCH^JT)M=*[ MS*VFY3G7K?)WT%D[RAYO 8G/],Z0M+L:\XMUQYFUFW7C,(7*F\)%SCRK(5*> MFIZ!5>B3[G[]-_K"2LW#?&VYP_%%=@'FFO[9NJ3A>TST-C6A8 MW#TVH_YCS"ZDG-5JDS-1=U;JOU$4%Y)'\<695FJ3\X7[IW$VV8IH'&L3PSQU MSH3"N'=0M>ET=M:.I+92+Y=6NL91N-(M]":EDN?=/6J5:J=MVES*H O//T'* M#5%LV:M$P*5 *)VE^NWI+3676]7M5C::QQ>OD3B? M2FIC)(*/SR>3TF/,G/?Y'6&[::J2L=>4C/72AT#D,F&^1HW_ !6K9K]]PY_& M;HM_R7:@*NG'V4RI_?S>F^D>S,E MY T"OZQ*9K(Y6-/F]2N%GI1<103@<[2L=6T.F1=$D7LG%F&7>.VIDU8Z8;II MI \2^RNU#%-7]5W4-<_9CB';5=<8S:Z-@N\=7W"!J<[K-QKBDSFW9[JP2-R? M1E%;X58HJFZSF,Q;'2JCP+ _9W%DP9-Q+#* HOX+ZY7_ %[=+8[K>*O9/,N9 M:!6^6]3[KU6OZSGMRE5]&Z<:=1VC5)'/LOT6/0R:OJY[68A&_LI6V*F>V-%> M:KD2,>V$J '1#*7 *#W!0E.T)?5N=>8+"AO]ULFXU.DUOINYV)C)6QUC^-Y" MQQBWN;9RS78Q"LS++,'#QW8@1= D#TC?^TK%*=7P8Y5[B_JW4/U[]8<4Z'CF M&X$XT>Y[/HN7'KVO/M,S2>+K'2]PZ$1R"\5^ R_.I"O9_P#VN4;U:<6: Z_- MCWCHZ+7Z0!$X6]8/UW]!:+B>Y2+/G3B?G:]WGIODSIN*Y>IMMO-VR#79?F![ M2SV.I]#:0-$K5?-#:E%TMFUB6D!04(Z!/&,WC].6<.'@)AEES=BG1/-V+]R[ M,\IV#T;>>@= T'HVD\_5Z[V%WSEE=FBL5I="J-?L5_1I=5DY1U<97.$IV[3< M= QR:[Z3?9)I23)N[!1PW:/$TE%5C$%8X09W9S3I^KZKRENF=Y=D' M1+?G=_M#2P\\;?;%Z/5K(GL5+B*O'Z;4;.-&T6(C=/S8T,JS9C(12B"D%89= M-%9NY.D8P8=3WZ^^@:9!\W3%2YRXSV#_ (^XBTWC-]S):+YH41@6'$O-JKD] M6[5FD]HU)URSWNLL*O7T:Q:R/&D3,SK)HW<-CH)B:.3"&MT_6=TS+R$U"1G- MG+_2;FL_J;KW 6:=!:WKAZMHQ]/=0#V)N>IN*[(X;H3B":G=/VYVP_WEW(@C M'' CI(7JQ/!^AS,4;.VS?/VUVBF<%<6]*J[>UPL=-FLK")L:$(Q2FXYC8CQ\ M2>>:,Y(BB:;P6K87)"@H*28F^@ T8ZSP/ME[[XGMM;\[TA>)L78_,6SIZQ8I MW ]"J1\NP6O9A&R] Z*:36>U-K9-J[KV*$Z\K>OY_&3J/_RVSG6:/18U#/XK"V>[6BU9 MRPTEC'.(6;OP5%NVK:#YB=53\2/8A//%_'74^,]"QMEGN8^5>=L[><+TKDF= MMW.^LOYNT%O.3RUHE874G=97Q?.SST%/GG$TXALO*&EH@@+&=N%C* 4@4G]6 MWZY]?Y-U:ES^E49M5RXWRH^YM<7R)V+/[%%[A89*_52W2-\:4+/L!S"RO(Z2 MMD5VSNX*P-G3@R(,5%5@4%@X YD@3^ ^OZRAIXK/)/8FG?K/ZBXCT MRD9W@]ZT&)W@M!N5/W"1T"#M1]VV33M:E:U8'+#,JE+4N-3C+:C /WI6TO\ MD)NW#@K54B?XRP8*:UQ_NN(X!I5Y6I<#SP&J]C<'SLU'W>RYYMN;TJC<]KJ) MO] TNE8;S?0<9H-+7EVD:U5>$@IMT_1:,EY9W''!N>,"DT?F=EOF#;!@.#/2='>J'03"=HSB'NVH?J[WOB.H8'E[ZQ=*Z-U$]B4YSH*EU&,PO-- MAFVESI#>PL,TP.%SMU86+V8D6#R#ID,TK\UU)%*7H\)?$-+C8M%I).FL8NWN3>N5)*4_ND8BBZ,7\! 6YEA2'Z MA()A"2/ \#P/ \#P/ \#P/ \#P/ \#P/!Q/]?TF^V!1/\?[0,(@7Y_\ $0^1 M /!R#_Q_K_K\>!X'@>!X'@>!X'@>!X'@>!X'@>"UO\VJ?^;?\!X'@>!X' M@>!X'@>!X'@>!X'@>"WYZJ5FTG@E+) 1$\>KV!E:ZX:68-GXP=FC4';:/GXH M7*:GX4NQ;OUR).$_I53*J;Z1#Y'P>"#-"K5E:#.LJH]&3(Z3=)D2!L=,XJD"Z/ \#P/ \#P/ \#P/ \#P M/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \#P46 L4-:&*LG!/2OV*$M.P:JY4 M7" %E*U-/Z[-M?H=(H*&%C,Q:Z(G !34%/ZB&,02F$*UX'@CTL[HQM35K8Y] M#IY.G1B3)=1/>R#/.+ZI-_A_X0AFI*T=0(I&"*9ZI,J3"8 J)&Y&A_DRI D+ MP/!U_=)]PR7R/UE HC_M/]/P?ZOI^#_3] B/TC_ #\A_KX.SP/ \#P/ \#P/ M \#P/ \#P/ \$58GEAL7S6 S@^D:IK9H%Q/+C?MIMH7C2)K^_6*6L((SUF+' M117[>%"5_ 8%! GX\!X'@>!X'@>!X'@>!X'@>!X'@>!X' M@>!X'@>!X'@@**ZJYFG=?LG/T+T!C?.R\PMFA6BN2TK M%HXWHE.F;XQ80;O[4XYAV[UG8&",U#@D)G+1PT5=-FIP7.@5(Q%?!G 8H'*8 M@_/TF*)1^DQBF^#!\#\'*('*/P/]0$!#P:J<-_:5R,&*:+>=2N33FG-GN8Q\W]B=7>S6AQK1>1D:77:RVB%K79+(PC6B[E9HP8N5DFS998Q0 M315,0+0TW]F/!6.-,SD=(ZBR^N1.STT+]DM?W&\X8)C^4:YCMMR?HAOJ3:LW>)KD?I MD_59"6QF>MKC/CWBKR<-E^AP9)UQH*8049&V=Q5&,C,)N67]R1=ME$/!G#MO M:?)G-EQJ&?[YT-D^172^,#RU4K=\N$57Y.4A4Y=I *SPHOETP85Y*;?)-3R# MD4695S_0*H& 0 (2>?M7X"CM>D<(D>A8V/U6(OI,RE:P^H>JLTHZ[#/U^KN( M=[87-%2J[9*,G+?"HOGAWH,8\LY&*.5DDI)B=P&PKP>*2&1".?C#D9*2P,G0 MQ:0%^I<''2>36BV?$"N8KMM*QKA MVW>'14:@O]L,Z\!_8;R!TW*66)R#7$I5>LTYYI7Y=IIU^S2&M64Q\HK"/]>S M:?TFKU.$U'(V,PE^,O9Z\XDX1%4Z7W')070%0+*R[]I7%.UL=.=Y1H]ROCG* M<]B-=FJ]7\+W=W<;9DEAE7D'7=4R"E#FQ+9M^=6*7CUT&$S4&3N[N=>TUM+88A,W<9_(G-)+?*CI65Z/C]SAX?3JV:X9A;0JFFUFKSKF MGZ/54SR$+()H"@];$,8!#X^/!/\ JR]V2HLXUR^SYW3]0EV_]ISR;U.%E;-2 M$[6X^H[!&;K,!;*-/V- Z"2P@S92S)PI]/R50 */@UW\[?L&0B>3,0Z![?T' M+ZQ9NA+J[H&9U7%N)Z/)9?&M;)K6D_P#-F26/;LED<9Y\VO6XB^9_1YMS":,] MAI.C4>9:HRV8':'<62.=BV>PC<4Q=))G6134#87G]\J.IT.DZ=G\XULU#T:H MUN^4FR,B.4F=@J-OAF=@K(-G:;:5AY!%/I5Y0)Z"L4O<'!69631FX:MTT@4%4WUF\'KT[]F?)^1]"#S?<++<$ M[7%VG+:%?[M%9]:9?'\@T'* M-2.FYE0M?">W+WK_ '1U#SM-YC+99D )2+?7K!JN=:1FV@7F?D[_HU-MML MKTC9DBY[<,002HQ%8R9C%ONKG[%LAJ55=%Y2T/EJ MU=#8-?K=B6BY7<+@PH^AY7GB]KKEMLMTF:UJF8WY:^.9&+71@:S(LF)&2JB+ MIN];NE0VR7$MN/4[,3/UJVWO1H&6+3E[BVDWE31LXL5P@U;,TA73&8O M;AV?4I++JUS=LN2T%@M5<%W-C?$8/=*W6YK/DM#R),-2LL7)?W"TLF!YJ/=N M8!VXKE1SG59 M##[4>2;1=%NW5,DH!0]%W_:WRE2<;=;R=IO M=CSNM:.PRW51K_.6QDO6%6:6CH"4AS;9DECJ=>UB@QLXRML0I'JKPAS2"\?MBRN3PNOZLITV]U:_\ /],P*]\Y:O.Z7%ZWF]#@=4MR M]XR"J.8>WFH-;S.T1P9-7[KS;0]F=W^L:-HMR'08:D7:KNYEI?HR MO+1-6AU)"QG1/'MA:H,';LI N6[(\5JUDE7E=BM$UJQ0<7=66*9W8)Z*?%8.;))$-^(P=.U3 T:N'" M8>FR?LOY,J.RW7!;!9M!CM$S>R9M!: BMBVN%JE.B=@681N9:+.W\:8%':Y5 M=++(IP[&Q!('C%)0BR/W !NX.D%3I/55EN?>&H\P)PD9"T#.<$B;ZFO:J)MU M-T^SWD]^4K\U,4:2M%%C<=TO$F<(]9(?W6 FGK]M.F.W61!,Q3E"TL#_ &A\ MN=&Z) 9A16^XPEDL-OT?,&SG3.>]>S&M--JR2/EYS1,,D+3=:I$026MU>L5] M_*N(HBZG_L62PE5%5,R0!<6>?LDY7U33,[RBD2FORMCUIK+RN;3"W-O0T9GU MOK4.K+MU+G&Z9*9BSH"5'DW,&NG'3+B10CI(PH_BK*@Y;"J&>/@CK7-9SO", MQO6R:W:8ZDYKFM9E;?=+5*_?,SAH&';'('=S:N?))U7(^A;ABE:T?$8ZZ0N>Z0VH M];IQKA(Q,/>96QR3=U2=,E)NJ/U6\H_9K24 Y^V/8OEF*:Q6ZCU)HY<)+J-".#E3%0"B0#B!1'Y'X\%7;.6SUN MB[9N$';5PF55!RV537;KI&#Y*HBLD8R:B9@_H)1$!\'?X'@>!X'@>!X'@>!X M'@>#\XO/OZS.D,C[CAB3M(AK1S?FW2'2O<%,Z+D^I--6<633M\D]6&(SIQRG M%H0M9JNCUQOJJ[.7M2JDQ#R< R(*2)'K@6S4,@L$X"ZLSJ]C!Q:)@23*? MZ VQ;BQV23R6]QO/LM08#99"#48T&=U!G89"B0LN[70;J2\_'U5RSGWR<;'J M++((MUD15=$2*P5CX9EHC^WU#63L)R.Y!K>D1$H52?A)FB7O+KU;Y>S1M5UEK&OV[2=$2OT='76UU2M6&TZL M;3ZG6GRM^MTQHMWK4(@Q8PS]Z^E4Y1XQ*H9(6Y@1(F$0=!?KSZBW^O<^Z7H& MUYW?^E,*VC:-,8P!I/<,.Q9&F[15'%%',:5=\-N4#N51-G->19J1TXNZE%Y1 M4TB@\: WD"@S#Q.?UY=24+/?U]9IA-QY,AJMQ=>YG;9Z'ME&W-:'N>O6>N[5 M6I=&N(#JUCG8NHQY=PD)-JYEY.9EUI9LDLLJ '.4 ]'67ZS-IO*.\UCC[3.; M\$S+I_ :3BFFT6Y8!*V!G1GV;VO2+E!7+( H=[HD9'#:9'598LM'2+1P@B^5 M_NJ!SNE'"2X6#W=^MGL'L,MY,XU'&4I78>4:/SU8)1K<-RRFM8].H3,I8]AE M(*@YVF\?](9KJ,NY:"E5[M8V3.-19_;5%Z1=8#!0+=^K3MO1[9:;K9NE.3JY M(7ZU3=EGXBM\UZ=*M*ZC8M XPOTA$568?;_#/G35!WQ5"HH"[1* )3+THE_[ M37[89SZM,=O1W[.>3H;-9=Q*<-6C ]T5Z2K"V91O]GJ.@U51BKF=N3V-R3^Y M_P"57":L;&.9UILH4I8V+DGJJ:H&(=N&Q.12?K1[]&+=MV$FJR=)1SYVS-(M M63]1 Y6CMS'D=L#OF[9P)3G1!=$52@)04)\_4 ::J-^J+2GMG.?I+LF1VC*Y M':M=Z3M&0T;$(?$(FW[CK5*DJ,6/EUWMA9;Q=IO F%1E!R-/$[!#X9KL;3*Y>K9IM@ M0O-V2N&OR=-SB B4746U@()F1BLZ3C1/N2^D,)LT+*[EU+4]K@L[ MQ&#Y[SB#H_.M2QI]-U"K2K1[7KWM%I3L=WL%PT>.C6@LD&L&M6JBT!T\<)0_ MY+O[B(8P9'^I6\5[$= YSU?L6YW3+HFITFC\PP5$H[2AM\-#,MVD.BLYV.SP MM@LN@U+4>@8:_)0K=>7-'1<2XAZ^DT_MI2NW@G"ZM+_6'L>H8WU93Y[M5T;9 M>U$:;2]XV@W.])4BB8?1*;9J?7\IS'*$[>W@Z@M]%L?O',Y)/Y]^NZ>N ^DB M/XJ3,-D^*4&ZT6GMD=4MM)TG5G9/Q[?IM+RQKD;>W,8QV_)4T'E62M-V714K ML"Z(T 3RBZ9C@HHDFW(K]D@09VCQLTZYC,2D8O5+/BNJKM9,&N>3W2&N%6MEND9MBA'. M$HAQ^>X8K-R-SIG1"),/_4AT?AU2QRG5GMW.T8K",5Z4P*AIFY"/*'<4CIV[ MPN@7"3LJ\YT3(.9.T0$[7(Y.+.4Z;$&K/Z7C=X===0X;5.1L+E^8N9L/YVF; M\33UL1S>L9='7@M0940\Y7*3&(5ZJG=5B-E9IBPD&E;8-4')TG!B.5TCK 1/ M[GVR!K4[;_3HX[LV:_:UKG33I5-'(IC,^7J\;%:RY7Y-G9^R9W;)34:98F%M M@W=XNBLU0OJ3--(J))).$BE #-$CF"5[7P7UK<=GPG=YO]@H.[USW7)FN4L% M.4,W3A9%/1JQ2:]M .X,0J3LA0^0LG6_P!. MV;Z5U[8NG6%KS:(BM(U['MSU.LV_EC$]=T]Q?<:A*O6F+7)-XT6/EI[(:=?( M*E1:5@8I1;\/]%NNLI[I&V]H,[74;=6WF2VO#W',] M'CH&6Y[);;=;H',DKBUN9K(SL$8YN3ENYL0@JH^;E( LTC_)A"S.>?U?6KG3 M-J5^6K3&Y)4VPO6 M*S>)LQZG*.V,;9 A7AR./PG"R:+CZ/H.8"B/@TVQ'Z;[/-9+"8?M';VG:#GL M QO,BS3I&1Y3C-I=:1:I>\VZN7V;M5;9RSVP-,LT71Y6RUV!>D7AFLV9NX62 M7%N7Z@FZ)_7%H;Z*[5CM7[!M^M+]N9"&=W21DL>S*IKT*T1.>_\ &]+OU 1J M*<:V9C48GY>IQSHKG[\J<7(N2?!$R!&TA^HI1AEW3-4H_2MMA;KT6\YPDI*? M6J+*"J[CY MO1'K*U0NL5Z'KVGPECRFY(V:I+L+(-6A9!N;[AEXZ2A6JB:AD/OMU@O#ACEZ MS<;<\UGGF>VV;WB(H+Z294.W6:F5VG6>.I#@Z3F-KMD_QA4T;:9QE(*NUW$O M]EF=X9R "W3!,/J" .D?UPS'2FX:7KUCZ;NE=B;=SP]P*A42#S;,S$Q]5:X4 M/3HS3ZK=7<4I<)"^5G6LZB['&'=N#-6KUHB3[9DT_I,%J;'^M'2=:L&@R9>P M[%5HOIO *!SCVVTCL;I;B9W6F9XK>VK&R9W-#,MFF"7VP5/2IJ#DW+1C-19F M+LJS5@U>HI.2AU[M^L[0ME2[*C8WJ5I08#K!CS%7HJ-CL)833O)*?S+,.)6* M@F,K(:8BM=7-S3='0?NWI$/L%$102)\B A*[KD[JESUS&]/!UQG2$3$T][E+ M7-B\L?<57R:7L=4N,DF80QX%R]=/VK*1^CZ0V%\@0W9 M<+TS^PY+H6X6"X\\/-NH$KQPZM4!2J_(1%/E\V92VDUFN)U%X\>R6=U2S/F< M5&/9@$)-X]8R"ZB( H554)V[&Y=I/:7,FPJ]F$%5*%E$W)YM6G%M#QG"6&UQ$RUCY1Q&V6N55\^>12Q$#B2310'Y+_P"L MH2AE.64'$,WI61Y;6HZGY[GM=CJO4ZY%I_0UCHF,1!)(#J&$R[U^Z4^I=TZ6 M,HY>.E5%UCG54.!X'@>!X'@>!X'@>!X'@#_ M?/P(_P#@']? \'2W!X'@>#X)@+_4?CP?1'X_D?X /Y$1_T\'6DJ18H'3,!B&*4Q3%$ MIBF*8/DIBF*)BF*(?Z^#L\#P/ \#P/ \#P/ \#P42=AU9INQ01FYN!%E-PDP M=Q!+LF[A^E#2;:25A'QWK"0(>$FR-A;/2)E364:J'*FJD80. 5OP/ \#P/ \ M#P/ \#P/ \#P/ \#P/ \#P/ \#P/ \'G7=)-S($./P=RH9) OP;_ +BA4E%A M+]0%$I?^VD8?DP@'\?U^?@/!Z/ \#P/ \#P/ \#P< ( ',?Y-\F*4H@(B)?@ MOR(" ?Z"/U?S_P!?!S\&"G7-Y[]@'E'AN)L+P?3#61.P,+?<]TU>PT. R^6; MRE2/6K ]KM9AG]@OE7>0;N7%RRC5F[T7S-%+ZDT5#*^#VTF#_8HG7H9+1-2X MX?6D;:4UA?4K$=E:0J-&9&BR VA(^;WMPX?6RP)(O%%'#APU9Q:CA),B+T$# M'-I.3D%S 8 26+](_4%#?,VK1],Q$!7)VGVQ]9X9=@O M$/&EI@[!X*.P8NV2#5!W)NYA5,IP6?/ M",&Z[@PJ**%.NBP:-&H"4AP( ))D#X( C\B(B(5CP? _@ ^ #^ ^/X#^ M@?\ D'@^^#SJ)+&714(L!$2?7]Y'[?U"M\@'VQ^Y]8"G]HWR/]!^KY_GP=XC M\ (C\ !\B(C\ 'Q_P!1_P! \''Y!0@"4P"!@ 0,4P& 0'^?X, " @/@\CAL ML[CUVAG*K%=RV50%W'G*"[-18AB?D,E'"*J8+H";ZDQ43,7Z@#ZBB'R AZ4$ MQ2122,H=44TR)BJJ(&44$A0+]Q00*4HJ'^/D?@ #Y'^G@[?!X)20)%1[N04; MO'9&B"K@S:.;*/7RY4DS*"DS:(@*KIRI]/P1,H?481^ \'N*/U%*;X$/J* _ M A\"'R'S\"'^@AX/O@>!X+3@K2O-V"[0*M3MD$E39:)BF]@G6,>VK]V3E*U# MV,\M27325?/)&)B5I8T8[.Z;LE$Y-FX3(F=(I%E NSP><%5/R#I&2 J($2%) M;[@"*JAON?=3^T) ^D$BE*(#]0_5]0_P'T_R'H\#P/ \#P/ \#P/ \#P/ \# MP/ \#P:6\;_9!I>V]UY%3*375U>'N@\IWZT9'H]OQAY2GUJ?\^/J5$R]ZI.J M%W&Q_P"44FVR<\[58,9FAU-TM#E0D6CAZU."I@E_E_\ ;MR9UELM=Q?.%[C& MR6DPVDV3";99@H/^+[U7,CF21%[F**RJM_M5ZK:< MR;TQ"HMTS'23,LH7ZU$R?4-A2&.>P\-)O+.V=_S_;3-A(Y.$D:%^SW, MLDQBQZ5J64Z7G]ZK?1U1Y1=XC9Y_%V%F-M%^K];N]0BEM'+JBV#QE:?YU:VD M\YF'=J08Q[,JZ2YBO$OQC!&MF_<+F<3R_ =:5+G;?]=S%OM\OSWK[;)7F'V^ M?QO2(O28/(6C-Q]O86EF=@2T#G:ZN,=S:=I5.Q=KG:LU?@T26TF1RBZP%ND=8@8RN MC7YF3+(R;APFL=JDS<+E#9%S]N%%Z6Q'+-_S)>17H6O4B OE8_O+$8R::QL^ MQ2>%C9N.%1<&$U%+'.U>(E45(FY1.4ISE #B&H;]F/?F^YK-VVI\C0U_:N.4 M]$Y?==0:@VB<2F5J^A$'S!0%U M_N+MR!>O:W[M,!XLZ*D^?K)2YFZO,[K>7V_42](Y[19K/I!6+ML7=7)=@P]*R]A:-TOM&/^FH]NQJ"?]Z?/Y""BY5THV709*'$,A?UT=$Z)+:)FK M;JK3^ZU=CZ:RB0GJ)6>@\:Q+'.7+?8JW%0EZO:?-].S^ 6V"DN*A7G1BLV&A M22,Q(0:+AV9)PN555(-YG@PW[8Z(E><<]H$K4JY8+UINM;+2,!R+/(2=K-19 MW/2=30FHV'):[M9ZO;V],J-,BF3ZROI!!@[-P;K!EED'3]U_8?S7M:^?3NL\>ZIC&E2%0F;=E*-.OT M+:G%=KL5=8YWD5ZZ$PA&M7O/+O!3S9LY=NZC$R<;().&YB("B59<,O>(]#N. MN\:K_I7-N(7R[S LXZ/&5MULS6M3MCD3,(ANTB69WLP^64%)JDD MV3$WTI$*0"E +&Z8ZKON3:KCN 8=@Y]^V[8*IJVE-("7T=AC]'K&8XR%-9V^ M?G+](U>Y?GWR,C9R,C[I5 MJ];&$39(MQ V.,96.):3#5A8(5\!'<--,D'A4W;58 5;KE,F8/J*(>#2'K_[ M<^@,IWC9,R+R=C\_2L9UBV4R:LQNKG,'M5RC&=LPGGW8;]6 MJKO<]<'-XW&%IEG?3.=ITC"+?C"%9Q:KWZ,D+ E:[G7)*1046&.0.5%([H-W MKR19,#LB/'"+2[O)=&5KG30Y^$Z1K$9#36&_Y:2J6#H2^3G.[7'HJC[&I2GI M4#TB?N$M7G"C9L[9+JG<&:A5L;[KZ)[@N?1O+JN5U?$AY["Y9'V!K&'])V*8 MU#%M1=RNC-*2WYL^[SVO'Z._?TVLQ%@4E94L&UB598\:X1/(LG+4 N[B#M[J M?1P=JSZ>9ZS" M.8B31-7W[I^V*D]B&CPZXL$0SDX9ZRO?4\!K0Z-A5KQ6PY/I1Z,U>2E8V&M4 MS4(!Q7XF=C;QGR.[9#AFE@P0=/G43(MI"N-A:2<:L"2KENHBL<*MV7TAI^%- ML'I&%9I3=2W'I7:$<;SJ'TG0'F99O7?P<]ONIV^\W>T156N+9IR5E$3U?:\HW3;MJSK7>DTHS-,QI MF"Z="Y2Y@:]I>>9[>G%ON.I3]DCW<4FM&1Z4!&.05F007 &Q@ZB?L"Z?V ., M)_E; \.G*5VYSQ);315-XVB[9Q;:'.TR!A;=NN+9R51\=JC2;=7[J;)L>M;S?*]8G-HNG+\0] M>2=FTFDTRH32FI&.<-X>782UCDU/L'^]&H'^2%":,C[NV_3'/*T$[Q3) M("U=+8GTO.$C5-IM"Z=5WGFNP-:S,U82IX^=Q*8O/2;M+XLQ +,,@63*:%5, M(?4&,_*G?_158YIV?;>LBXQ/56C5;]B^YQY\_P!EGK'OD_6N6.C=&I\W5Z+E M4SSYGM;5SC/&;2.@(Z;>2RKQ0JL:K(-RJNERHAASP)T1JW%/'O<5NE^?M2O& MTT'*V/[ =)W+I*R])UAOTZV6G5S(]:S7;9 ME%U$VIKC9G,KOV0RF1/0,T/$)UJ2=F;'*[(@8_@NF.Z%[+UGC?HF/A;#R27? MJ)E- DE5*3O6LQ-IH=&TK$T[\>\:#,I<_/GN<;6ZK;XDU76K*$EHDZHD.JI] MHOTF"0U.R[AD_ / F@4ZJR.T[;UG7^2LARAEKVBM()M+Z;M>5-+:-OV_5(FF MG C&&@(.4E9AY&5XSV9?( U8, :(>_[SS9E59Z'<]6ON M5'^:$ZUSJOY&FHT&8F&6WOM7F85_:*QG,YGT8C8$8=S5G-R;LY!K]Z+!-05R MAFUQUUI5.N.60>@EL;-Q#RMGB)N/B9RIZ#8LQEFT=;VA&$98H20 MM-96&)?%1:GD&:S=06Z*B@HD#+/P/ \#P/ \#P/ \#P/ \#P:8\G_4]><>ZJ MR/2ZWVOK;[E#GZCZ=7<3Y/L-$R.<2IJ^TW5I8M*J+O29"EK2UAR5U 1R$1#L MW#3_ "2"CR?BM)LC7ZD3A+_(WZNLUX\T6!M5$UC19RB9S4[;1L6R&3K&+U^N MYU5[E*-)%ZQF;E1.C2B4P+NCF=B&<6\XAG?2F- M:3@NLQ*\YG.K5*5IMLCFCYQ&/SQDJ@*?Y49)M#$=1DO&N"IN6CE,?K00=N$_E(0N9']:>>+(ZP[LF_=.W*X:?O=%Z M=B]#G+?FC"VY!N.=U9K1("[9$2HY)6*M"E6HD>WA'T7*1DQ#2$4D+==HR*]&4;4%MJEK7#Z91)6WZAJ3>_5_4JK9]%7NV5VR MOJLJ#?ZNSD(6$A(Z#K[3[8MQ8G;""(!*&N<,4G:V.12-PV#H>'UO(:/8\X9= M!YEI*&3;%<:;>6==;Z) W:2SRO5^I2$=>7]3CI%=-I#LO[;*,T7<4,>NF50 MRAS+-J1C>=T?)\TKS.J9]G%5@Z53*VP,NHUAJW7(YO%1+ B[M9P]=G19MB@H MNNHJX74^I14YU#&,(8,]3?JVYMZTM]QNEWL6]T*2TF&H47J4;BFVW',*QJ+[ M)9A.>R&TZ#5X5<\'9;9ETJB12)>+(?(II(HNRND&S9)$*II?ZVL=U"[L= DM M3Z8JD]*TS+*%M1LVVN9SQ+INNXRZ=/J &\+U9C'R%<24"YK\@_:/ M5F3E95@)6I V%^# :*_7AE\5TD/5A=DZN?:P9R=J1^3(M%FR1S$;(BLH!@M; _UU<\\\72I7FKR&T7>1RZ F*AA<5M&Y:9L%:Y\ MIU@8M8F8K.+P-ZL,NRJ+1[!L48S\PP.I5*(2+')NR,0_'$+8X'XRO'(=J[4? M6'4;7=J1T)U59]KR.E6?1[;IZF84Z=K5=;2<>$]<(^-=QSZTW5"3DCQ;4B[. M+9J-&Q7;M5-5P<,L-YP'+>E<^6S/78%W-UO^_P!8M\2[AK#8:;;*G=*3.,K+ M3KM1[O4)2#MU*N-7G8])RRDHQZU=HF*)0/\ 0"CMC MD:/NMZKFJW"+M_2&]7!_":]7+0A=2;7G-ILE_EK;G>R/+DU;S3FPQ3]K(.I1 MDV544$$@ E6M<)XO5<@L6-QUHZ'/%W6_*:9H%^6Z73^"J-! I?@+UD/U(\0+TFC9W!4 MK3Z%4J!5;1FT/'YQT9T)1GM.RN-N;+/M:MN8'!%.&F;'$2KV-^E$J:P"D@"8 M9J?'_P"3^?!A% _KDXRJVB6K5JUC*K8ST]HI*PU]U"-95!7:OR!UN:R:N M-+JE6<2M>BJ/%E)>9IS."EGJRRBBCD3G.80MN)_5QPU7!IBE4QN5I3B@4*[Y MC6GU#V3=J+)DH^D7>7TF\08YDAD8S;=[CRP&$SKU21D,\KGXFGHC7HS\T4E$'# M+[#YH+1H#==(&;4$0KN8?KQX^QZE:SFU'R-0F=[K S-;URA6W1-4TFFWN+LI MI@]I--5G2+Q;(496W*6!X>8D$D4W\L=X7>\ZAH=\M:TO7.D7" 764_%DXE^S>HD54(50"*'*8,=[A^L' MA*]YUF^5V/G^'4I^2J7I2C!#6_1ZM:67_*K@7FLHS6@U:XPV@7)GKCX?R+:A M-2D@C:''PK*%=J !O!&/1/ZZ''0.\\T6-]=\[K/+?--!M5(K'.E=SO2J;8TT M[Q!QE+L2U=V')N@,P6JD4USV#;PD9%D@W,:V8N'J3I%ZDX23;!,>G_K@XUV& M3HDI>,ED#FRVJ5FE9G%5+5=ES>KYY7:R>2V?*6= M)8T?67V?UZY14._N\8WSB#%99P"S=\O&I+ND5EP%40SL\&O2B?J^Y+S?3<^U M.IQ>NQ\MCUWN5_Q6K?\ R%W V8XY.:4I8%M,:YYF!;XG1XFOZ&O:7XRLJLY;YVJVN,TG6D$ZM_R ^FI: M\UNM5S_/#52 SVW3UB>2B6V37E)^.@XZ-934BH M+EZDNM\' (M']5W!BF5W_%'N$A,9KJ+>A1EZ@+!INQV)U-UC+7CE]G5!+9)S M0I"TQ67TQ9ZX+'U5D];UQNBY62*R^TLJ0X7_ )WP;S3FEMUVT06=QKHFT9U6 M\CND1/O;#9V4SFE=JQ*@G2I[_*9V<+8Z^XA4P1*W=$,F@FHN"8 +IR98+9@O MUF<.U?&)WGVMX1'P.46FVL[Q:(&'N^FQTO9K%&UXE/BUK'>&ET2OL]&1%.12 MAV<<[DUHUI$(),44"-4DDB!TUWA'A(<5O?&41GL!908PDAG;VM.+#?9V[8JI",ZRR>5DD&ZA4XP6Q7$:5$PF4$.IY^M#DIO0L_H M-!J%MQD,QTBTZY4+[C^E7RE["AHE]KDA4-%ML[L"4\\T6XS^C5:3483KZ8D7 M[V20(C]U43MT#IAC#V1^GC']K_6OHGZ\L',YSRNV6^0>AT.9TK3-LT9MF=S6 MTF(N5MNL2^F;O,6R1D !68E&<2N]&&=6)^=PZ3#[ZZHAM_KT.%>K\' %?/Y0 ML'#QD.63E5P!X'@>!X' M@ZTE 4+]0?']1#^#?4'\#_7Y^ __ *^#L\#P/ \#P4YK+Q+Y])QC*4CGDE"* MM49F/:O6SA]$+/FB;]DE)M$E3KL%7C%8BR152D%1(P'+\E$!\%1\#P/ \#P/ M \#P/ \#P/ \#P6_8H)Q/MXQ!O8[!6C1U@@9U5Q75HQ%Q*MX620D%ZY)C*14 MLF>OV!- 6K\B)47)VRA@1714^%"A<'@>!X'@>!X'@>#I*@F57[_T$%;Z3)@H M)"?<*D9LGB-?L%D,\GJ]" M&95MJR=O&24]-,8=6>>IOI"-23@:\F]%[(J$.=9)D@J=-)4X%3,%P>!X'@>! MX'@>!X'@>!X'@>!X'@>",ZIC654;0M3UBH4"L5W2MN<4YUKEWBHM!K8]#7SZ MO?XI2#VB3(7\B3"K5T1:,BG'Z4$CG H )S"(29X'@>!X'@>!X'@>!X.)2 0/ MI+_ ?Z!_T_\ P_\ S^#EX'@>!X'@LZ SN@52R7>Y5>D5*N6[3)"'EM&M,'78 MB*L5]E*]"M:W 2-RFF+1"1LSZ$KS)%BT5>J+';,TB(IB5,H% +Q\#P/ \#P/ M \#P/ \#P/!845/TZNV5AE0W KR\R4':=!CJW.SQY.VOJFVM#%M.3;=)XJ=^ MO7*_.6YC'D,'RDS(X;(!\!] >"_? \#P/ \#P/ \#P/ \'G;O&CLS@K5TVCP6VVN50>SKRKL[76W=F MCE"(R%=;3D6O.L%5&HODTGD0DZ-(-5#L2BL!3IE$4@^L/]O\^"Y/ \#P4:K#1%_99Z&KS%P\;1R#V#SNWC1@@9R^=-F38AB%.X=KI-T"F5. M5-,IE5C$3*910X%* C_)A _GP>GP=)%#F643%(Y2$*0Q5A^D$U!.)P$A ^H M3_4D!0^H1 'Z@^/G^?@.I=^Q;.&K1R]:-W3XRA&39=RBDX>&2*!U2M45#E4 M<&3(/R8" (@'\CX/7X/'(R,?#Q[Z6EG[.+BHMFZD9.3D72#*/CH]D@HY>OGS MUR=)LT9M&R1E%55#%(F0HF,( CX,?\ /NPN2-:LD33!X*7-SD)6 MHI[.V.8BX"#C$?R)*9FY!I%14>W^HI/OO9%\L@T:(_6< ^I0Y2_(@'S_ #X. M47,P\VBJYA96-EVZ"XMEEXM\U?HHN011<"W55:*JD37!NX3/] B!OH4*;X^# M (A3(ZYT^8LMEI<3:ZU*7&F-H%Y<*G'3L6^LM3:6I%^XJ[JRP39TK*03:R-X MMTHP.Z22*\(V5,D)P3.(!!X'@>!X'@>!X'@>!X'@>"FS4JV@H>6G'I7! MV<-&/Y5V1HB9RZ.VCFJKMX<&21$"$#^3F^ #^O@TC<=;[O^X]F8IN M-Y;N\XQ7KSA#4.@P54(2!O7+S;.WUBS"4H\)5LYU6+H>AG7E5ZG M(2$<[=RKINL955L5PN%O\O\ [#=8_8;)L,PM^";#AF!=3X_KERR_<\P#?LLT M#(H*D3<4RKREBU^U9M3,ZF;3HU6F$9B-D:#-2[>%=)'8.BN2&*\.%8X?ZM[L ML>"\O9[?H;!+OK?0?&53D[Q Z=%R MZDQ6DWC8DF9TQ53^0;NW8<.;>D-^R;]6?,C^=DPV7IS4.@7_ "DMU\B M<7[2O:)"%Z U:A?L-N_)V?HZ%N&I3<6\:N;17F?W(^W79GLW0]\)18-66FG- M=30L5E.5@\:L3+,VZ+@ H;?]I_<>AN\V;9-AG,D:K87ENHMU8Z7/]"1$C%:% M5NX@:?B MG!7_ !?A$59^B>RX#2YZ;3BJ1LFPY[G,9A-68R^ES,-GN81S;6[\WLLW*,FL M"U;J-U&[-X9XX57*V^VY"OUGN+O7:X3F:RYACN"XVGL/'&T= :E3]];://7' M)M'PVXU.IOZNP:4^R5CR%T:HQYUT8N1@VJ*KYV1TL)(H0COI;I_L!QK MWZU-:H^RX;SQD&Q<[[1OU]H&F433+O#5]>H\RI:;??\ E6T4C:J#&7RG4N/L MB"L.BVB62[)^P6?'6=$,1ND%G[M^V3KFIZ_<(3#,-J&MY7S[G_&]GU.S%ITE M76.UR/44^Y7S;J"CS/5(6JRZ:D$M8X6Y*2\R1>,7,U4;*J>#]%?@U M.T&)RW*OVP7B$H5WDV2FV\I672]*INV^4<9B]0N-8;YM K58CYLY;N'J*1OR@DS] M>G[%>JNQM;RQ%UL'&LCFCK#:EK^XTECD&HY;JE:LEUB[+(/,LRUY=]]GI6^F MRUL:"=3-F&I$@7*#PR9%4%UDB)!1.3_V17CL[1D\6ZURG)ZKS[T=S'TWK<'8 M30&FY(R)AE(UBD9]59%GI6CVQLEL-1U[,]&CYMS+0D?5RP*QDTSE5,?ZD D; M]=MJHK/A;J3-<*ZGS3%RYIUIW%!9YID[:*WLT1B68QW5^B1- F7\3=+ZBD_J M+>N()M8HTG)I-#)G2,4ZA0 I@AODS>HCG'](-@G<[Z@QO.[-SW8=L4F]FNX3 M&KLHS/83M_1Z:\THV:I76]6F8LVK4>)>'I\.5^M'R%CD&31N<&H@!0O*F?L. MZ)J_$?05Y/K.1;SUO"=!9-GN=4J2IHOJUFBO2MWHM=QK ;RYYZ,Y@]5Z$@:/ M.&FY^-@7S5JTF9-&,6?(M$@DE0CJ=[FVOHFEN>:-YLV$8I&3O[9LVGX MLVAZ@TH=1Y_P!UFHB+G+M#QK*MK%.>16 C?[X;FOUV=)WCK+D^C[+ID=38O075LV& MA6]M0'""M67F,CV*]Y6:7CFC:UWQ"$&Q-*>E(J1Q)V:38*.A0(_>$(5PH&-O M[$-1Z%S+9 M74I&F=U:E0=STW,*VUSZ'T>S2A&]"LE!H59M1ZU5I!2U226CL@C9 &[=)1<. MJT]2=7;%UTA@&>_M'SGEC5=8XVI6O,.9KE3.5[P_Y\[)E7%"BFG*\L]E:P?1 M91L[7F7KV7@WR;JXK-/^\Q7;($#Z@_3%#DEDHB*3GG#%W.)QK$DRZC&ZS.-< MRQ&J19%Q'M'"[IPU8K/ .9)-150Y$Q IC&$!$0_/!;_V)=C$_8O:L>A93**E MF]'[4Q7F!CB5XMF&0,Q?LFT*DT.P6;5RQLS<6O3$GHLK_ESZ4J!Z_"KU)6.A ME6[TBZA7CQD$L\]77AG-_P!PG2-