Acts and Regulations

S-5.5 - Securities Act

Section 110
Disposition versions

Full text
Acting jointly or in concert
Repealed: 2007, c.38, s.82
2007, c.38, s.82
110Repealed: 2007, c.38, s.83
2007, c.38, s.83
Acting jointly or in concert
110(1)For the purposes of this Part, it is a question of fact as to whether a person is acting jointly or in concert with an offeror and, without limiting the generality of the foregoing, the following shall be presumed to be acting jointly or in concert with an offeror:
(a) every person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the offeror or with any other person acting jointly or in concert with the offeror, acquires or offers to acquire securities of the issuer of the same class as those subject to the offer to acquire;
(b) every person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the offeror or with any other person acting jointly or in concert with the offeror, intends to exercise jointly or in concert with the offeror or with any other person acting jointly or in concert with the offeror any voting rights attaching to any securities of the offeree issuer; and
(c) every associate or affiliate of the offeror.
110(2)Notwithstanding subsection (1), a registered dealer acting solely in an agency capacity for the offeror in connection with a take-over bid or an issuer bid and not executing principal transactions for the registered dealer’s own account in the class of securities subject to the offer to acquire or performing services beyond customary dealer’s functions shall not be presumed solely by reason of such agency relationship to be acting jointly or in concert with the offeror in connection with the bid.