V-1 - Securities Act

Section 131 Disposition versions

1977-12-31

131. For the purposes of this section and sections 132 to 156:

(a)  the term “offeror’s presently-owned shares” means voting-shares of an offeree company beneficially owned, directly or indirectly, on the date of a take-over bid by the offeror or a person related to him;

(b)  the term “related person”, where used to indicate a relationship with any person or company, means:

i.  any company of which such person or company beneficially owns, directly or indirectly, voting shares carrying more than ten per cent of the voting rights attached to all voting shares of the company for the time being outstanding;

ii.  any partner of that person or company acting by or for the partnership of which they are both partners;

iii.  any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity;

iv.  a spouse, son or daughter of that person; or

v.  any relative of such person or of his spouse, other than a relative referred to in subparagraph iv, who has the same home as such person;

(c)  the term “directors’ circular” means a directors’ circular prescribed by the regulations;

(d)  the term “offeree company” means a company whose shares are the subject of a take-over bid;

(e)  the word “offeror” means a person or company, other than an agent, who makes a take-over bid, and includes two or more persons or companies:

i.  whose take-over bids are made jointly or in concert, or

ii.  who intend to exercise jointly or in concert any voting rights attaching to the shares for which a take-over bid is made;

(f)  the term “exempt offer” means:

i.  an offer to purchase shares by way of private agreement with fewer than fifteen shareholders and not made to shareholders generally;

ii.  an offer to purchase shares to be effected through the facilities of a stock exchange or in the over-the-counter market, where such purchases are reported in accordance with sections 163 and 164;

iii.  an offer to purchase shares in a private company; or

iv.  an offer exempted by order of the Commission made under section 154;

(g)  the term “take-over bid” means an offer, other than an exempt offer, made to shareholders the last address of any of whom as shown on the books of the offeree company is in Québec, to purchase such number of voting shares of a company that, together with the offeror’s presently-owned shares, will in the aggregate exceed twenty per cent of the outstanding voting shares of the company;

(h)  the term “offeree” means a person or company to whom a take-over bid is made and whose last address as shown on the books of the offeree company is in Québec.

1973, c. 67, s. 26.