Acts and Regulations

S-5.5 - Securities Act

Section 106
Disposition versions

Full text
Definitions
2007, c.38, s.74
106The following definitions apply in this Part.
“interested person” means(personne intéressée)
(a) an issuer whose securities are the subject of a take-over bid, issuer bid or offer to acquire,
(b) a security holder, director or officer of an issuer referred to in paragraph (a),
(c) an offeror,
(d) the Executive Director, and
(e) any person not referred to in paragraphs (a) to (d) who, in the opinion of the Tribunal or the Court of King’s Bench, as the case may be, is a proper person to make an application under section 129 or 130, as the case may be.
“issuer bid” means a direct or indirect offer to acquire or redeem a security or a direct or indirect acquisition or redemption of a security that is (offre de l’émetteur)
(a) made by the issuer of the security, and
(b) within a class of offers, acquisitions or redemptions that is prescribed by regulation.
“take-over bid” means a direct or indirect offer to acquire a security that is(offre d’achat visant à la mainmise)
(a) made by a person other than the issuer of the security, and
(b) within a class of offers to acquire that is prescribed by regulation.
2007, c.38, s.75; 2013, c.31, s.36; 2023, c.17, s.253
Definitions
2007, c.38, s.74
106The following definitions apply in this Part.
“interested person” means(personne intéressée)
(a) an issuer whose securities are the subject of a take-over bid, issuer bid or offer to acquire,
(b) a security holder, director or officer of an issuer referred to in paragraph (a),
(c) an offeror,
(d) the Executive Director, and
(e) any person not referred to in paragraphs (a) to (d) who, in the opinion of the Tribunal or the Court of Queen’s Bench, as the case may be, is a proper person to make an application under section 129 or 130, as the case may be.
“issuer bid” means a direct or indirect offer to acquire or redeem a security or a direct or indirect acquisition or redemption of a security that is (offre de l’émetteur)
(a) made by the issuer of the security, and
(b) within a class of offers, acquisitions or redemptions that is prescribed by regulation.
“take-over bid” means a direct or indirect offer to acquire a security that is(offre d’achat visant à la mainmise)
(a) made by a person other than the issuer of the security, and
(b) within a class of offers to acquire that is prescribed by regulation.
2007, c.38, s.75; 2013, c.31, s.36
Definitions
2007, c.38, s.74
106The following definitions apply in this Part.
“interested person” means(personne intéressée)
(a) an issuer whose securities are the subject of a take-over bid, issuer bid or offer to acquire,
(b) a security holder, director or officer of an issuer referred to in paragraph (a),
(c) an offeror,
(d) the Executive Director, and
(e) any person not referred to in paragraphs (a) to (d) who, in the opinion of the Commission or the Court of Queen’s Bench, as the case may be, is a proper person to make an application under section 129 or 130, as the case may be.
“issuer bid” means a direct or indirect offer to acquire or redeem a security or a direct or indirect acquisition or redemption of a security that is (offre de l’émetteur)
(a) made by the issuer of the security, and
(b) within a class of offers, acquisitions or redemptions that is prescribed by regulation.
“take-over bid” means a direct or indirect offer to acquire a security that is(offre d’achat visant à la mainmise)
(a) made by a person other than the issuer of the security, and
(b) within a class of offers to acquire that is prescribed by regulation.
2007, c.38, s.75
Definitions and interpretation
106(1)The following definitions apply in this Part.
“equity security” means any security of an issuer that carries a residual right to participate in the earnings of the issuer and, on the liquidation or winding up of the issuer, in its assets. (valeur mobilière participante)
“formal bid” means(offre formelle)
(a) a take-over bid or an issuer bid to which section 120 applies, or
(b) a take-over bid that is exempted from sections 120 to 125 or an issuer bid that is exempted from sections 120 to 123 and section 125
(i) by reason of an exemption under paragraph 112(1)(a) or 113(e), if the offeror is required to deliver a disclosure document of the type contemplated by subsection 153(10) to every holder of securities subject to the bid whose last address as shown on the books of the offeree issuer is in New Brunswick, or
(ii) by reason of an exemption under paragraph 112(1)(e) or 113(h), if the offeror is required to deliver disclosure material relating to the bid to holders of the class of securities subject to the bid.
“interested person” , in sections 129 and 130, means(personne intéressée)
(a) an offeree issuer,
(b) a security holder, director or officer of an offeree issuer,
(c) an offeror,
(d) the Executive Director, and
(e) any person not referred to in paragraphs (a) to (d) who, in the opinion of the Commission or the Court of Queen’s Bench, as the case may be, is a proper person to make an application under section 129 or 130, as the case may be.
“issuer bid” means an offer to acquire or redeem securities of an issuer made by the issuer to any person who is in New Brunswick or to any security holder of the issuer whose last address as shown on the books of the issuer is in New Brunswick and includes a purchase, redemption or other acquisition of securities of the issuer by the issuer from any such person, but does not include an offer to acquire or redeem debt securities that are not convertible into securities other than debt securities. (offre de l’émetteur)
“offer to acquire” includes(offre d’acquisition)
(a) an offer to purchase, or a solicitation of an offer to sell, securities,
(b) an acceptance of an offer to sell securities, whether or not such offer to sell has been solicited, and
(c) any combination of the actions referred to in paragraphs (a) and (b).
“offeree issuer” means an issuer whose securities are the subject of a take-over bid, an issuer bid or an offer to acquire. (émetteur pollicité)
“offeror” means a person who makes a take-over bid, an issuer bid or an offer to acquire and, for the purposes of section 126, includes a person who acquires a security, whether or not by way of a take-over bid, issuer bid or offer to acquire. (pollicitant)
“offeror’s securities” means securities of an offeree issuer beneficially owned, or over which control or direction is exercised, on the date of an offer to acquire, by an offeror or any person acting jointly or in concert with the offeror. (valeurs mobilières du pollicitant)
“published market” , as to any class of securities, means any market on which such securities are traded if the prices at which they have been traded on that market are regularly published in a newspaper or business or financial publication of general and regular paid circulation. (marché officiel)
“take-over bid” means an offer to acquire outstanding voting or equity securities of a class made to any person who is in New Brunswick or to any security holder of the offeree issuer whose last address as shown on the books of the offeree issuer is in New Brunswick, where the securities subject to the offer to acquire, together with the offeror’s securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire. (offre d’achat visant à la mainmise)
106(2)For the purposes of this Part, a person accepting an offer to sell shall be deemed to be making an offer to acquire to the person who made the offer to sell.