120Subject to the regulations, the following requirements apply to every take-over bid and issuer bid:
(a)
Delivery of bid - The bid shall be made by the offeror to all holders of securities of the class that is subject to the bid who are in New Brunswick, and delivered by the offeror to all holders of securities of that class and of securities that, before the expiry of the bid, are convertible into securities of that class whose last address as shown on the books of the offeree issuer is in New Brunswick.
(b)
Minimum deposit period - The offeror shall allow securities to be deposited pursuant to the bid for at least the period prescribed by regulation.
(c)
When taking up prohibited - No securities deposited pursuant to the bid shall be taken up by the offeror until the expiration of the period prescribed by regulation.
(d)
Withdrawal - Securities deposited pursuant to the bid may be withdrawn by or on behalf of a depositing security holder
(i)
at any time, if the securities have not been taken up by the offeror,
(ii)
at any time before the expiration of the period prescribed by regulation from the date of a notice of change or variation under section 123, and
(iii)
if the securities have not been paid for by the offeror within 3 business days after having been taken up.
(e)
Exception - The right of withdrawal conferred by subparagraph (d)(ii) does not apply
(i)
if the securities have been taken up by the offeror at the date of the notice,
(ii)
if a variation in the terms of a bid consists solely of an increase in the consideration offered for the securities subject to the bid and the time for deposit is not extended for a period greater than that required by subsection 123(5), or
(iii)
in the circumstances described in subsection 123(6).
(f)
Notice of withdrawal - Notice of withdrawal of any securities under paragraph (d) shall be made by or on behalf of the depositing security holder by a method that provides the depositary designated under the bid with a written or printed copy and, to be effective, the notice must be actually received by the depositary and, if notice is given in accordance with this paragraph, the offeror shall return the securities to the depositing security holder.
(g)
Proportionate take up - Where the bid is made for less than all of the class of securities subject to the bid and where a greater number of securities is deposited pursuant to the bid than the offeror is bound or willing to acquire pursuant to the bid, the securities shall be taken up and paid for by the offeror proportionately, disregarding fractions, according to the number of securities deposited by each depositing security holder.
(h)
Effect of market purchases - Where an offeror purchases securities as permitted by subsection 116(2), the securities so purchased shall be counted in the determination of whether a condition as to the minimum number of securities to be deposited in the bid has been fulfilled, but shall not reduce the number of securities the offeror is bound under the bid to take up.
(i)
When securities must be taken up and paid for - Subject to paragraphs (j) and (k), the offeror shall take up and pay for securities deposited pursuant to the bid, if all the terms and conditions of the bid have been complied with or waived, within the period prescribed by regulation after the expiry of the bid.
(j)
Idem - Any securities that are taken up by the offeror pursuant to the bid shall be paid for by the offeror within 3 business days after the taking up of the securities.
(k)
Idem - Any securities deposited pursuant to the bid subsequent to the date on which the offeror first takes up securities deposited pursuant to the bid shall be taken up and paid for by the offeror within 10 days after the deposit of the securities.
(l)
Extension restricted - A bid may not be extended by the offeror, if all the terms and conditions of the bid have been complied with except those waived by the offeror, unless the offeror first takes up all securities deposited pursuant to the bid and not withdrawn.
(m)
Idem - Notwithstanding paragraph (l), if the offeror waives any terms or conditions of a bid and extends the bid in circumstances where the rights of withdrawal conferred by subparagraph (d)(ii) are applicable, the bid shall be extended without the offeror first taking up the securities which are subject to those rights of withdrawal.
(n)
News release - Where all the terms and conditions of the bid have been complied with or waived, the offeror shall without delay issue a notice by news release to that effect, which news release shall disclose the approximate number of securities deposited and the approximate number that will be taken up.