Securities Law

62-104 - Take-Over Bids and Issuer Bids [NI Proposed - Lapsed]

Published Date: 2006-04-28
Document(s):

Concurrently Published:

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