Acts and Regulations

S-5.5 - Securities Act

Section 118
Disposition versions

Full text
Restrictions on pre-bid and post-bid acquisitions
Repealed: 2007, c.38, s.98
2007, c.38, s.98
118Repealed: 2007, c.38, s.99
2007, c.38, s.99
Restrictions on pre-bid and post-bid acquisitions
118(1)Where a take-over bid that is a formal bid is made by an offeror and, within the period of 90 days immediately preceding the bid, the offeror acquired beneficial ownership of securities of the class subject to the bid pursuant to a transaction not generally available on identical terms to holders of that class of securities,
(a) the offeror shall offer consideration for securities deposited pursuant to the bid at least equal to the highest consideration that was paid on a per security basis under any of such prior transactions or the offeror shall offer at least the cash equivalent of such consideration, and
(b) the offeror shall offer to acquire pursuant to the bid that percentage of securities of the class subject to the bid that is at least equal to the highest percentage that the number of securities acquired from a seller in such a prior transaction was of the total number of securities of that class beneficially owned by such seller at the time of the prior transaction.
118(2)An offeror shall not acquire beneficial ownership of securities of the class that was subject to a take-over bid or issuer bid by way of a transaction that is not generally available on identical terms to holders of that class of securities during the period beginning with the expiry of the bid and ending at the end of the twentieth business day after that, whether or not any securities are taken up pursuant to the bid.
118(3)Subsections (1) and (2) do not apply to trades effected in the normal course on a published market, so long as,
(a) any dealer acting for the purchaser or seller does not perform services beyond the customary dealer’s function and does not receive more than reasonable fees or commissions,
(b) the purchaser or any person acting for the purchaser does not solicit or arrange for the solicitation of offers to sell securities of the class subject to the bid, and
(c) the seller or any person acting for the seller does not solicit or arrange for the solicitation of offers to buy securities of the class subject to the bid.