62-104 - Take-Over Bids and Issuer Bids [NI Proposed - Lapsed]
Published Date: | 2006-04-28 |
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Document(s): |
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Concurrently Published:
- 62-104CP - Take-Over Bids and Issuer Bids [CP Proposed - Lapsed]
- BCN 2006/06 - Publication for Comment of Proposed Take-Over Bid and Issuer Bid Rule [BCN - Lapsed]
Table of Contents
Part 1 DEFINITIONS AND INTERPRETATION
Definitions
Definitions for purposes of the Act
Computation of time and expiry of bid
Convertible securities
Deemed beneficial ownership
Acting jointly or in concert
Application to direct or indirect offers
Part 2 BIDs
Division 1: Restrictions on Acquisitions or Sales
Definition of offeror
Restrictions on acquisitions during take-over bid
Restrictions on acquisitions during issuer bid
Sales during bid prohibited
Division 2: Making a Bid
Bid made to all security holders
Commencement of bid
Offeror’s circular
Change in Information
Variation of terms
Notice of change or variation - filing and sending requirements
Change or variation in advertised take-over bid
Consent of expert to use of name
Methods of delivery of bid documents
Division 3: Offeree Issuer’s Obligations
Directors’ circular
Notice of change
Filing directors’ notice of change
Director’s or officer’s circular
Consent of expert to use of name
Methods of delivery of offeree issuer’s documents
Division 4: Offeror’s Obligations
Bid consideration
Collateral Agreements
Proportionate take-up and payment
Financing arrangements
Division 5: Bid Mechanics
Minimum deposit period
Prohibition on take-up
Withdrawal
Effect of market purchases
Take-up and payment for deposited securities
Return of deposited securities
News release required on expiry of bid
Part 3 GENERAL
Language of bid documents
Filing Agreements
Certification
Obligation to furnish security holder list
Part 4 Required Forms
Take-over bid circular
Issuer bid circular
Directors’ circular
Director’s or officer’s circular
Notice of change or notice of variation
Part 5 EXEMPTIONS
Division 1: Interpretation
Market price
Division 2: Exempt take-over bids
Normal course purchase exemption
Private agreement exemption
Non-reporting issuer exemption
Foreign take-over bid exemption
De minimis exemption
Division 3: Exempt issuer bids
Issuer acquisition or redemption exemption
Employee, executive officer, director and consultant exemption
Normal course issuer bid exemption
Exchange issuer bid exemption
Non-reporting issuer exemption
Foreign issuer bid exemption
De minimis exemption
Part 6 EARLY WARNING
Definition of offeror
Acquisitions during bid by person other than offeror
Duplicate reports not required
Copies of news release and report
Part 7 EXEMPTION
Exemption
Part 8 TRANSITION AND COMING INTO FORCE
Transition
Coming into force
Item 4. Time Period
FORMS
- 62-104F1 - Take-Over Bid Circular
- 62-104F2 - Issuer Bid Circular
- 62-104F3 - Director's Circular
- 62-104F4 - Director's or Officer's Circular
- 62-104F5 - Notice of Change or Notice of Variation