Acts and Regulations

S-5.5 - Securities Act

Section 125
Disposition versions

Full text
Commencement of bid
Repealed: 2007, c.38, s.112
2007, c.38, s.112
125Repealed: 2007, c.38, s.113
2007, c.38, s.113
Commencement of bid
125(1)A take-over bid may be commenced in accordance with either subsection (2) or subsection (7).
125(2)A take-over bid may, and an issuer bid shall, be commenced by delivering the bid to the security holders referred to in paragraph 120(a) in accordance with subsection (6).
125(3)If a bid is commenced under subsection (2), the bid shall be filed and, in the case of a take-over bid, delivered to the offeree issuer’s principal office on the same day as the bid is delivered under subsection (2) or as soon as practicable after that.
125(4)A notice of change or variation in respect of a bid shall be filed and, in the case of a take-over bid, delivered to the offeree issuer’s principal office on the same day as the notice of change or variation is delivered to holders of securities of the offeree issuer or as soon as practicable after that.
125(5)Every directors’ circular and every individual director’s or officer’s circular, any notice of change in any such circular or any recommendation referred to in subsection 124(5) that is delivered to security holders of an offeree issuer shall be filed and shall be delivered to the offeror’s principal office on the same day as the directors’ circular, the individual director’s or officer’s circular, the notice of change or the recommendation is delivered to the holders of securities of the offeree issuer, or as soon as practicable after that.
125(6)A take-over bid or issuer bid, a take-over bid circular, an issuer bid circular, a directors’ circular, an individual director’s or officer’s circular and every notice of change or variation in any such bid or circular shall be delivered in such manner as the Executive Director may approve or mailed to the intended recipient and any bid, circular or notice so delivered or mailed shall be deemed to have been delivered on the date on which it was so delivered or mailed to all or substantially all of the persons entitled to receive it and, subject to subsections (8) and (9), shall be deemed for the purposes of this Part and the regulations to have been dated as of that date.
125(7)An offeror may commence a take-over bid by publishing an advertisement containing a brief summary of the bid in at least one major daily newspaper of general and regular paid circulation in New Brunswick, or by disseminating the advertisement in a manner prescribed by regulation, if
(a) on or before the date of first publication or first dissemination of the advertisement, the offeror, or a person acting on the offeror’s behalf, files the bid and delivers it to the offeree issuer’s principal office and files the advertisement,
(b) on or before the date of first publication or first dissemination of the advertisement, the offeror, or a person acting on the offeror’s behalf, requests from the offeree issuer a list of the security holders referred to in paragraph 120(a), and
(c) within 2 business days after the receipt by or on behalf of the offeror of a list of the security holders referred to in paragraph 120(a), the bid is delivered to those security holders in accordance with subsection (6).
125(8)If a take-over bid is commenced in accordance with subsection (7), the bid shall be deemed for the purposes of this Part and the regulations to have been dated as of the date of first publication or first dissemination of the advertisement referred to in subsection (7).
125(9)If a take-over bid is advertised in accordance with subsection (7), and the offeror or a person acting on the offeror’s behalf has complied with paragraphs (7)(a) and (b) but has not yet delivered the bid under paragraph (7)(c), a change or variation in the bid before the date on which the bid is delivered to security holders in accordance with paragraph (7)(c) that is advertised in a manner provided under subsection (7) shall be deemed for the purposes of this Part and the regulations to have been dated as of the date of first publication or first dissemination of the advertisement relating to the change or variation if
(a) the advertisement contains a brief summary of the change or variation,
(b) on or before the date of first publication or first dissemination of the advertisement relating to the change or variation, the offeror, or a person acting on the offeror’s behalf, files the notice of change or variation and delivers it to the offeree issuer’s principal office and files the advertisement, and
(c) within 2 business days after the receipt by or on behalf of the offeror of a list of the security holders referred to in paragraph 120(a), the bid and the notice of change or variation is delivered to those security holders in accordance with subsection (6) and subsection 123(2) or (4), as the case may be.
125(10)If an offeror, or a person acting on the offeror’s behalf, satisfies the requirements of subsection (9), the notice of change or variation shall not be required to be filed and delivered under subsection (4).