Acts and Regulations

B-9.1 - Business Corporations Act

Section 133
Disposition versions

Full text
Acquisition of shares held by dissenting offerees
133(1)In this section “dissenting offeree” means, where an offer is made for all the shares of a class of shares of a corporation, a holder of a share of that class who does not accept the offer and includes a subsequent holder of that share who acquires it from the first mentioned holder.
133(2)If within one hundred and twenty days after the date of an offer to purchase shares the offer is accepted by the holders of not less than ninety percent of the shares of any class of shares to which the offer relates, other than shares held at the date of the offer by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, upon complying with this section, to acquire the shares held by the dissenting offerees.
133(3)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 offer, and in any event within one hundred and eighty days after the date of the offer, an offeror’s notice to each dissenting offeree and to the Director stating that
(a) the offerees holding more than ninety per cent of the shares to which the offer relates accepted the offer;
(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 offer;
(c) a dissenting offeree is required to elect
(i) to transfer his shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the offer, or
(ii) to demand payment of the fair value of his shares in accordance with subsections (9) to (16) by notifying the offeror within twenty days after he receives the offeror’s notice;
(d) a dissenting offeree who does not notify the offeror in accordance with subparagraph (c)(ii) shall be deemed to have elected to transfer his shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the offer; and
(e) a dissenting offeree must send his shares to which the offer relates to the offeree corporation within twenty days after he receives the offeror’s notice.
133(4)Concurrently with sending the offeror’s notice under subsection (3) to a dissenting offeree, the offeror shall send to the offeree corporation a copy of the offeror’s notice, which constitutes a demand under subsection 88(1) of the Securities Transfer Act that the offeree corporation not register a transfer with respect to each share held by a dissenting offeree.
133(5)A dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after he receives that notice, send his security certificates of the class of shares to which the offer relates to the offeree corporation.
133(6)Within twenty days after the offeror sends an offeror’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 offeree had elected to transfer his shares under subparagraph (3)(c)(i).
133(7)The offeree corporation shall be 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 under the Canada Deposit Insurance Corporation Act (Canada), and shall place the other consideration in the custody of a bank or other similar body corporate.
133(7.1)A corporation that violates or fails to comply with subsection (7) commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category F offence.
133(8)Within thirty days after the offeror sends an offeror’s notice under subsection (3), the offeree corporation shall
(a) issue to the offeror a security certificate in respect of the shares that were held by dissenting offerees;
(b) give to each dissenting offeree who elects to transfer his shares under subparagraph (3)(c)(i) and who sends his security certificates as required under subsection (5), the money or other consideration to which he is entitled, disregarding fractional shares, which may be paid for in money; and
(c) send to each dissenting shareholder who has not sent his security certificates as required under subsection (5) a notice stating that
(i) his shares have been cancelled,
(ii) the offeree corporation or some designated person holds in trust for him the money or other consideration to which he is entitled as payment for or in exchange for his shares, and
(iii) the offeree corporation will, subject to subsections (9) to (16), send that money or other consideration to him forthwith after receiving his shares.
133(9)If a dissenting offeree has elected to demand payment of the fair value of his shares under subparagraph (3)(c)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to the Court to fix the fair value of the shares of that dissenting offeree.
133(10)If an offeror fails to apply to the Court under subsection (9), a dissenting offeree may apply to the Court for the same purpose within a further period of twenty days.
133(11)A dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10).
133(12)Upon an application under subsection (9) or (10)
(a) all dissenting offerees referred to in subparagraph (3)(c)(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 offeree of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel.
133(13)Upon an application to the 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.
133(14)The 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.
133(15)The final order of the Court shall be made against the offeror in favour of each dissenting offeree and for the amount for his shares as fixed by the Court.
133(16)In connection with proceedings under this section, the 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 deemed to be held in trust under subsection (7);
(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 he sends or delivers his security certificates under subsection (5) until the date of payment; and
(d) order that any money or other consideration payable to a shareholder who cannot be found be disposed of in accordance with subsection 153(1).
133(17)Where an offeror has not exercised the right conferred by subsection (2), a dissenting shareholder may, within thirty days after the date on which the notice referred to in subsection (3) could be sent, require the offeror to acquire the shares held by the dissenting shareholder and subsections (3) to (16) shall apply mutatis mutandis.
1991, c.27, s.5; 2008, c.11, s.4; 2008, c.S-5.8, s.106; 2023, c.2, s.99; 2023, c.2, s.155; 2023, c.2, s.157
Acquisition of shares held by dissenting offerees
133(1)In this section “dissenting offeree” means, where an offer is made for all the shares of a class of shares of a corporation, a holder of a share of that class who does not accept the offer and includes a subsequent holder of that share who acquires it from the first mentioned holder.
133(2)If within one hundred and twenty days after the date of an offer to purchase shares the offer is accepted by the holders of not less than ninety percent of the shares of any class of shares to which the offer relates, other than shares held at the date of the offer by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, upon complying with this section, to acquire the shares held by the dissenting offerees.
133(3)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 offer, and in any event within one hundred and eighty days after the date of the offer, an offeror’s notice to each dissenting offeree and to the Director stating that
(a) the offerees holding more than ninety per cent of the shares to which the offer relates accepted the offer;
(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 offer;
(c) a dissenting offeree is required to elect
(i) to transfer his shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the offer, or
(ii) to demand payment of the fair value of his shares in accordance with subsections (9) to (16) by notifying the offeror within twenty days after he receives the offeror’s notice;
(d) a dissenting offeree who does not notify the offeror in accordance with subparagraph (c)(ii) shall be deemed to have elected to transfer his shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the offer; and
(e) a dissenting offeree must send his shares to which the offer relates to the offeree corporation within twenty days after he receives the offeror’s notice.
133(4)Concurrently with sending the offeror’s notice under subsection (3) to a dissenting offeree, the offeror shall send to the offeree corporation a copy of the offeror’s notice, which constitutes a demand under subsection 88(1) of the Securities Transfer Act that the offeree corporation not register a transfer with respect to each share held by a dissenting offeree.
133(5)A dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after he receives that notice, send his share certificates of the class of shares to which the offer relates to the offeree corporation.
133(6)Within twenty days after the offeror sends an offeror’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 offeree had elected to transfer his shares under subparagraph (3)(c)(i).
133(7)The offeree corporation shall be 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 under the Canada Deposit Insurance Corporation Act, Chapter C-3 of the Revised Statutes of Canada, 1970, and shall place the other consideration in the custody of a bank or such other body corporate.
133(7.1)A corporation that violates or fails to comply with subsection (7) commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category F offence.
133(8)Within thirty days after the offeror sends an offeror’s notice under subsection (3), the offeree corporation shall
(a) issue to the offeror a share certificate in respect of the shares that were held by dissenting offerees;
(b) give to each dissenting offeree who elects to transfer his shares under subparagraph (3)(c)(i) and who sends his share certificates as required under subsection (5), the money or other consideration to which he is entitled, disregarding fractional shares, which may be paid for in money; and
(c) send to each dissenting shareholder who has not sent his share certificates as required under subsection (5) a notice stating that
(i) his shares have been cancelled,
(ii) the offeree corporation or some designated person holds in trust for him the money or other consideration to which he is entitled as payment for or in exchange for his shares, and
(iii) the offeree corporation will, subject to subsections (9) to (16), send that money or other consideration to him forthwith after receiving his shares.
133(9)If a dissenting offeree has elected to demand payment of the fair value of his shares under subparagraph (3)(c)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to the Court to fix the fair value of the shares of that dissenting offeree.
133(10)If an offeror fails to apply to the Court under subsection (9), a dissenting offeree may apply to the Court for the same purpose within a further period of twenty days.
133(11)A dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10).
133(12)Upon an application under subsection (9) or (10)
(a) all dissenting offerees referred to in subparagraph (3)(c)(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 offeree of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel.
133(13)Upon an application to the 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.
133(14)The 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.
133(15)The final order of the Court shall be made against the offeror in favour of each dissenting offeree and for the amount for his shares as fixed by the Court.
133(16)In connection with proceedings under this section, the 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 deemed to be held in trust under subsection (7);
(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 he sends or delivers his share certificates under subsection (5) until the date of payment; and
(d) order that any money or other consideration payable to a shareholder who cannot be found be disposed of in accordance with subsection 153(1).
133(17)Where an offeror has not exercised the right conferred by subsection (2), a dissenting shareholder may, within thirty days after the date on which the notice referred to in subsection (3) could be sent, require the offeror to acquire the shares held by the dissenting shareholder and subsections (3) to (16) shall apply mutatis mutandis.
1991, c.27, s.5; 2008, c.11, s.4; 2008, c.S-5.8, s.106
Acquisition of shares held by dissenting offerees
133(1)In this section “dissenting offeree” means, where an offer is made for all the shares of a class of shares of a corporation, a holder of a share of that class who does not accept the offer and includes a subsequent holder of that share who acquires it from the first mentioned holder.
133(2)If within one hundred and twenty days after the date of an offer to purchase shares the offer is accepted by the holders of not less than ninety percent of the shares of any class of shares to which the offer relates, other than shares held at the date of the offer by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, upon complying with this section, to acquire the shares held by the dissenting offerees.
133(3)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 offer, and in any event within one hundred and eighty days after the date of the offer, an offeror’s notice to each dissenting offeree and to the Director stating that
(a) the offerees holding more than ninety per cent of the shares to which the offer relates accepted the offer;
(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 offer;
(c) a dissenting offeree is required to elect
(i) to transfer his shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the offer, or
(ii) to demand payment of the fair value of his shares in accordance with subsections (9) to (16) by notifying the offeror within twenty days after he receives the offeror’s notice;
(d) a dissenting offeree who does not notify the offeror in accordance with subparagraph (c)(ii) shall be deemed to have elected to transfer his shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the offer; and
(e) a dissenting offeree must send his shares to which the offer relates to the offeree corporation within twenty days after he receives the offeror’s notice.
133(4)Concurrently with sending the offeror’s notice under subsection (3) to a dissenting offeree, the offeror shall send to the offeree corporation a copy of the offeror’s notice, which constitutes a demand under subsection 88(1) of the Securities Transfer Act that the offeree corporation not register a transfer with respect to each share held by a dissenting offeree.
133(5)A dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after he receives that notice, send his share certificates of the class of shares to which the offer relates to the offeree corporation.
133(6)Within twenty days after the offeror sends an offeror’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 offeree had elected to transfer his shares under subparagraph (3)(c)(i).
133(7)The offeree corporation shall be 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 under the Canada Deposit Insurance Corporation Act, Chapter C-3 of the Revised Statutes of Canada, 1970, and shall place the other consideration in the custody of a bank or such other body corporate.
133(7.1)A corporation that violates or fails to comply with subsection (7) commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category F offence.
133(8)Within thirty days after the offeror sends an offeror’s notice under subsection (3), the offeree corporation shall
(a) issue to the offeror a share certificate in respect of the shares that were held by dissenting offerees;
(b) give to each dissenting offeree who elects to transfer his shares under subparagraph (3)(c)(i) and who sends his share certificates as required under subsection (5), the money or other consideration to which he is entitled, disregarding fractional shares, which may be paid for in money; and
(c) send to each dissenting shareholder who has not sent his share certificates as required under subsection (5) a notice stating that
(i) his shares have been cancelled,
(ii) the offeree corporation or some designated person holds in trust for him the money or other consideration to which he is entitled as payment for or in exchange for his shares, and
(iii) the offeree corporation will, subject to subsections (9) to (16), send that money or other consideration to him forthwith after receiving his shares.
133(9)If a dissenting offeree has elected to demand payment of the fair value of his shares under subparagraph (3)(c)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to the Court to fix the fair value of the shares of that dissenting offeree.
133(10)If an offeror fails to apply to the Court under subsection (9), a dissenting offeree may apply to the Court for the same purpose within a further period of twenty days.
133(11)A dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10).
133(12)Upon an application under subsection (9) or (10)
(a) all dissenting offerees referred to in subparagraph (3)(c)(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 offeree of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel.
133(13)Upon an application to the 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.
133(14)The 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.
133(15)The final order of the Court shall be made against the offeror in favour of each dissenting offeree and for the amount for his shares as fixed by the Court.
133(16)In connection with proceedings under this section, the 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 deemed to be held in trust under subsection (7);
(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 he sends or delivers his share certificates under subsection (5) until the date of payment; and
(d) order that any money or other consideration payable to a shareholder who cannot be found be disposed of in accordance with subsection 153(1).
133(17)Where an offeror has not exercised the right conferred by subsection (2), a dissenting shareholder may, within thirty days after the date on which the notice referred to in subsection (3) could be sent, require the offeror to acquire the shares held by the dissenting shareholder and subsections (3) to (16) shall apply mutatis mutandis.
1991, c.27, s.5; 2008, c.11, s.4; 2008, c.S-5.8, s.106
Acquisition of shares held by dissenting offerees
133(1)In this section “dissenting offeree” means, where an offer is made for all the shares of a class of shares of a corporation, a holder of a share of that class who does not accept the offer and includes a subsequent holder of that share who acquires it from the first mentioned holder.
133(2)If within one hundred and twenty days after the date of an offer to purchase shares the offer is accepted by the holders of not less than ninety percent of the shares of any class of shares to which the offer relates, other than shares held at the date of the offer by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, upon complying with this section, to acquire the shares held by the dissenting offerees.
133(3)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 offer, and in any event within one hundred and eighty days after the date of the offer, an offeror’s notice to each dissenting offeree and to the Director stating that
(a) the offerees holding more than ninety per cent of the shares to which the offer relates accepted the offer;
(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 offer;
(c) a dissenting offeree is required to elect
(i) to transfer his shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the offer, or
(ii) to demand payment of the fair value of his shares in accordance with subsections (9) to (16) by notifying the offeror within twenty days after he receives the offeror’s notice;
(d) a dissenting offeree who does not notify the offeror in accordance with subparagraph (c)(ii) shall be deemed to have elected to transfer his shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the offer; and
(e) a dissenting offeree must send his shares to which the offer relates to the offeree corporation within twenty days after he receives the offeror’s notice.
133(4)Concurrently with sending the offeror’s notice under subsection (3), the offeror shall send to the offeree corporation a notice of adverse claim with respect to each share held by a dissenting offeree.
133(5)A dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after he receives that notice, send his share certificates of the class of shares to which the offer relates to the offeree corporation.
133(6)Within twenty days after the offeror sends an offeror’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 offeree had elected to transfer his shares under subparagraph (3)(c)(i).
133(7)The offeree corporation shall be 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 under the Canada Deposit Insurance Corporation Act, Chapter C-3 of the Revised Statutes of Canada, 1970, and shall place the other consideration in the custody of a bank or such other body corporate.
133(7.1)A corporation that violates or fails to comply with subsection (7) commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category F offence.
133(8)Within thirty days after the offeror sends an offeror’s notice under subsection (3), the offeree corporation shall
(a) issue to the offeror a share certificate in respect of the shares that were held by dissenting offerees;
(b) give to each dissenting offeree who elects to transfer his shares under subparagraph (3)(c)(i) and who sends his share certificates as required under subsection (5), the money or other consideration to which he is entitled, disregarding fractional shares, which may be paid for in money; and
(c) send to each dissenting shareholder who has not sent his share certificates as required under subsection (5) a notice stating that
(i) his shares have been cancelled,
(ii) the offeree corporation or some designated person holds in trust for him the money or other consideration to which he is entitled as payment for or in exchange for his shares, and
(iii) the offeree corporation will, subject to subsections (9) to (16), send that money or other consideration to him forthwith after receiving his shares.
133(9)If a dissenting offeree has elected to demand payment of the fair value of his shares under subparagraph (3)(c)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to the Court to fix the fair value of the shares of that dissenting offeree.
133(10)If an offeror fails to apply to the Court under subsection (9), a dissenting offeree may apply to the Court for the same purpose within a further period of twenty days.
133(11)A dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10).
133(12)Upon an application under subsection (9) or (10)
(a) all dissenting offerees referred to in subparagraph (3)(c)(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 offeree of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel.
133(13)Upon an application to the 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.
133(14)The 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.
133(15)The final order of the Court shall be made against the offeror in favour of each dissenting offeree and for the amount for his shares as fixed by the Court.
133(16)In connection with proceedings under this section, the 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 deemed to be held in trust under subsection (7);
(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 he sends or delivers his share certificates under subsection (5) until the date of payment; and
(d) order that any money or other consideration payable to a shareholder who cannot be found be disposed of in accordance with subsection 153(1).
133(17)Where an offeror has not exercised the right conferred by subsection (2), a dissenting shareholder may, within thirty days after the date on which the notice referred to in subsection (3) could be sent, require the offeror to acquire the shares held by the dissenting shareholder and subsections (3) to (16) shall apply mutatis mutandis.
1991, c.27, s.5; 2008, c.11, s.4
Acquisition of shares held by dissenting offerees
133(1)In this section “dissenting offeree” means, where an offer is made for all the shares of a class of shares of a corporation, a holder of a share of that class who does not accept the offer and includes a subsequent holder of that share who acquires it from the first mentioned holder.
133(2)If within one hundred and twenty days after the date of an offer to purchase shares the offer is accepted by the holders of not less than ninety percent of the shares of any class of shares to which the offer relates, other than shares held at the date of the offer by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, upon complying with this section, to acquire the shares held by the dissenting offerees.
133(3)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 offer, and in any event within one hundred and eighty days after the date of the offer, an offeror’s notice to each dissenting offeree and to the Director stating that
(a) the offerees holding more than ninety per cent of the shares to which the offer relates accepted the offer;
(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 offer;
(c) a dissenting offeree is required to elect
(i) to transfer his shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the offer, or
(ii) to demand payment of the fair value of his shares in accordance with subsections (9) to (16) by notifying the offeror within twenty days after he receives the offeror’s notice;
(d) a dissenting offeree who does not notify the offeror in accordance with subparagraph (c)(ii) shall be deemed to have elected to transfer his shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the offer; and
(e) a dissenting offeree must send his shares to which the offer relates to the offeree corporation within twenty days after he receives the offeror’s notice.
133(4)Concurrently with sending the offeror’s notice under subsection (3), the offeror shall send to the offeree corporation a notice of adverse claim with respect to each share held by a dissenting offeree.
133(5)A dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after he receives that notice, send his share certificates of the class of shares to which the offer relates to the offeree corporation.
133(6)Within twenty days after the offeror sends an offeror’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 offeree had elected to transfer his shares under subparagraph (3)(c)(i).
133(7)The offeree corporation shall be 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 under the Canada Deposit Insurance Corporation Act, Chapter C-3 of the Revised Statutes of Canada, 1970, and shall place the other consideration in the custody of a bank or such other body corporate.
133(8)Within thirty days after the offeror sends an offeror’s notice under subsection (3), the offeree corporation shall
(a) issue to the offeror a share certificate in respect of the shares that were held by dissenting offerees;
(b) give to each dissenting offeree who elects to transfer his shares under subparagraph (3)(c)(i) and who sends his share certificates as required under subsection (5), the money or other consideration to which he is entitled, disregarding fractional shares, which may be paid for in money; and
(c) send to each dissenting shareholder who has not sent his share certificates as required under subsection (5) a notice stating that
(i) his shares have been cancelled,
(ii) the offeree corporation or some designated person holds in trust for him the money or other consideration to which he is entitled as payment for or in exchange for his shares, and
(iii) the offeree corporation will, subject to subsections (9) to (16), send that money or other consideration to him forthwith after receiving his shares.
133(9)If a dissenting offeree has elected to demand payment of the fair value of his shares under subparagraph (3)(c)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to the Court to fix the fair value of the shares of that dissenting offeree.
133(10)If an offeror fails to apply to the Court under subsection (9), a dissenting offeree may apply to the Court for the same purpose within a further period of twenty days.
133(11)A dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10).
133(12)Upon an application under subsection (9) or (10)
(a) all dissenting offerees referred to in subparagraph (3)(c)(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 offeree of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel.
133(13)Upon an application to the 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.
133(14)The 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.
133(15)The final order of the Court shall be made against the offeror in favour of each dissenting offeree and for the amount for his shares as fixed by the Court.
133(16)In connection with proceedings under this section, the 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 deemed to be held in trust under subsection (7);
(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 he sends or delivers his share certificates under subsection (5) until the date of payment; and
(d) order that any money or other consideration payable to a shareholder who cannot be found be disposed of in accordance with subsection 153(1).
133(17)Where an offeror has not exercised the right conferred by subsection (2), a dissenting shareholder may, within thirty days after the date on which the notice referred to in subsection (3) could be sent, require the offeror to acquire the shares held by the dissenting shareholder and subsections (3) to (16) shall apply mutatis mutandis.
1991, c.27, s.5