Acts and Regulations

S-5.5 - Securities Act

Section 147
Disposition versions

Full text
Insider trading, informing and recommending prohibited
2007, c.38, s.154
147(1)The following definitions apply in this section.
“issuer” means(émetteur)
(a) a reporting issuer, or
(b) any other issuer whose securities are publicly traded.
“person in a special relationship with an issuer” means(personne ayant des rapports particuliers avec un émetteur)
(a) a person who is an insider, affiliate or associate of
(i) the issuer,
(ii) a person who is proposing to make a take-over bid, as defined in section 106, for the securities of the issuer, or
(iii) a person who is proposing to become a party to a reorganization, amalgamation, merger or arrangement or similar business combination with the issuer or to acquire a substantial portion of its property,
(b) a person who is engaging in or proposes to engage in any business or professional activity with or on behalf of the issuer or with or on behalf of a person described in subparagraph (a)(ii) or (iii),
(c) a person who is a director, officer or employee of the issuer or of a person described in subparagraph (a)(ii) or (iii) or paragraph (b),
(d) a person who learned of a material fact or material change with respect to the issuer while the person was a person described in paragraph (a), (b) or (c), or
(e) a person who learns of a material fact or material change with respect to the issuer from any other person described in this subsection, including a person described in this paragraph, and knows or ought reasonably to have known that the other person is a person in such a relationship.
147(2)No person in a special relationship with an issuer, shall, with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed,
(a) subscribe to, purchase or trade in the securities of the issuer,
(b) acquire, dispose of, or exercise a put or call option or other right or obligation to purchase or trade in the securities of the issuer,
(c) enter into a related financial instrument or acquire or dispose of rights or obligations under a related financial instrument, or
(d) change the person’s
(i) direct or indirect beneficial ownership of, or control or direction over,
(A) securities of the issuer, or
(B) a put or call option or other right or obligation to purchase or trade in the securities of the issuer, or
(ii) interest in, or rights or obligations associated with, a related financial instrument.
147(3)Repealed: 2007, c.38, s.155
147(4)No issuer and no person in a special relationship with an issuer shall inform, other than in the necessary course of business, another person of a material fact or material change with respect to the issuer before the material fact or material change has been generally disclosed.
147(4.1)No issuer and no person in a special relationship with an issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed shall recommend or encourage another person to
(a) subscribe to, purchase or trade in the securities of the issuer,
(b) acquire, dispose of, or exercise a put or call option or other right or obligation to purchase or trade in the securities of the issuer,
(c) enter into a related financial instrument or acquire or dispose of rights or obligations under a related financial instrument, or
(d) change the person’s
(i) direct or indirect beneficial ownership of, or control or direction over,
(A) securities of the issuer, or
(B) a put or call option or other right or obligation to purchase or trade in the securities of the issuer, or
(ii) interest in, or rights or obligations associated with, a related financial instrument.
147(5)No person who proposes to make a take-over bid, as defined in section 106, for the securities of an issuer, to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with an issuer or to acquire a substantial portion of the property of an issuer shall inform another person of a material fact or material change with respect to the issuer before the material fact or material change has been generally disclosed unless the information is given in the necessary course of business to effect the take-over bid, business combination or acquisition, as the case may be.
147(6)Repealed: 2007, c.38, s.155
2007, c.38, s.155
Prohibited trading
147(1)In this section, “person in a special relationship with a reporting issuer” means
(a) a person who is an insider, affiliate or associate of
(i) the reporting issuer,
(ii) a person who is proposing to make a take-over bid, as defined in section 106, for the securities of the reporting issuer, or
(iii) a person who is proposing to become a party to a reorganization, amalgamation, merger or arrangement or similar business combination with the reporting issuer or to acquire a substantial portion of its property,
(b) a person who is engaging in or proposes to engage in any business or professional activity with or on behalf of the reporting issuer or with or on behalf of a person described in subparagraph (a)(ii) or (iii),
(c) a person who is a director, officer or employee of the reporting issuer or of a person described in subparagraph (a)(ii) or (iii) or paragraph (b),
(d) a person who learned of a material fact or material change with respect to the reporting issuer while the person was a person described in paragraph (a), (b) or (c), or
(e) a person who learns of a material fact or material change with respect to the reporting issuer from any other person described in this subsection, including a person described in this paragraph, and knows or ought reasonably to have known that the other person is a person in such a relationship.
147(2)No person in a special relationship with a reporting issuer shall purchase or sell securities of the reporting issuer with the knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed.
147(3)For the purposes of subsection (2), a security of the reporting issuer shall be deemed to include
(a) a put, call, option or other right or obligation to purchase or sell securities of the reporting issuer, or
(b) a security, the market price of which varies materially with the market price of the securities of the issuer.
147(4)No reporting issuer and no person in a special relationship with a reporting issuer shall inform, other than in the necessary course of business, another person of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed.
147(5)No person who proposes to make a take-over bid, as defined in section 106, for the securities of a reporting issuer, to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer or to acquire a substantial portion of the property of a reporting issuer shall inform another person of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed unless the information is given in the necessary course of business to effect the take-over bid, business combination or acquisition, as the case may be.
147(6)No person shall be found to have contravened subsection (2), (4) or (5) if the person proves on the balance of probabilities that, at the time of the purchase or sale referred to in subsection (2) or at the time of giving the information under subsection (4) or (5), as the case may be,
(a) the person reasonably believed that the material fact or material change had been generally disclosed, or
(b) the person reasonably believed that the other party to the purchase or sale of securities or the other person informed of the material fact or material change, as the case may be, knew of or ought reasonably to have known of the material fact or material change.