C-2 - Act respecting the Caisse de dépôt et placement du Québec

Section 32 Disposition versions

2023-05-31

32. The acquisition or, as the case may be, the holding by the Fund of shares and other securities shall be subject to the following restrictions:

(1)  it may not invest more than 70% of its total assets in units of indexed funds and in common shares;

(2)  if the shares or other securities are issued by a legal person described in subparagraph a.1 or a.2 of the first paragraph of section 31, the Fund may not acquire securities that bring its total investment in shares and evidences of indebtedness issued by the following persons to more than 3.5% of its total assets:

(a)  the legal person,

(b)  all the legal persons described in subparagraph a.1 of the first paragraph of section 31 whose respective principal activities relate to the infrastructures of a single operation, or

(c)  all the legal persons described in subparagraph a.2 of the first paragraph of section 31 that acquire or hold, directly or indirectly, the shares and other securities issued by legal persons described in subparagraph b of this subparagraph 2; and

(3)  if the shares or other securities are issued otherwise than by a legal person described in any of subparagraphs a, a.1 and a.2 of the first paragraph of section 31, the Fund may not

(a)  hold more than 30% of the common shares or of a class of common shares of a single legal person; or

(b)  acquire securities that bring its total investment in shares and evidences of indebtedness issued by a single legal person to more than 5% of its total assets, except in the case of a legal person described in the first paragraph of section 37.1.

However, where the Fund acquires and holds, directly or indirectly, all the common shares of a legal person described in subparagraph a.2 of the first paragraph of section 31, subparagraph a of subparagraph 2 of the first paragraph of this section ceases to apply; in such a case, the Fund must ensure that the legal person complies with the provisions of subparagraph 2 of the first paragraph and those of this paragraph, as if the Fund held or acquired the shares or other securities described in those provisions and held or acquired by that legal person.

For the purposes of the 30% limit set in subparagraph a of subparagraph 3 of the first paragraph, the investments, operations or loans under section 34 are subject to that limit only from the time they are converted into common shares.

Each project that is the subject of an agreement entered into under section 88.10 of the Transport Act (chapter T-12) constitutes a single operation within the meaning of subparagraph b of subparagraph 2 of the first paragraph.

1965 (1st sess.), c. 23, s. 29; 1969, c. 27, s. 10; 1970, c. 18, s. 5; 1992, c. 22, s. 15; 1997, c. 88, s. 7; 2015, c. 17, s. 3; 2023, c. 10, s. 22.

2015-06-12

32. The acquisition or, as the case may be, the holding by the Fund of shares and other securities shall be subject to the following restrictions:

(1)  it may not invest more than 70% of its total assets in units of indexed funds and in common shares;

(2)  if the shares or other securities are issued by a legal person described in subparagraph a.1 of the first paragraph of section 31, the Fund may not, except to the extent provided for in the second paragraph,

(a)  hold common shares or other securities conferring voting rights or a class of such shares or other securities issued by the legal person in excess of the following proportions:

i.  until the end of the fourth year after the beginning of the operation: 51% of the shares or other securities that are issued and outstanding at any time;

ii.  as of the end of that fourth year: 45% of the shares or other securities that are issued and outstanding at the time the operation begins; or

(b)  acquire securities that bring its total investment in shares and evidences of indebtedness issued by the legal person or by all the legal persons whose respective principal activities relate to the infrastructures of a single operation to more than 3.5% of its total assets;

(3)  if the shares or other securities are issued otherwise than by a legal person described in subparagraph a or a.1 of the first paragraph of section 31, the Fund may not, except to the extent provided for in the third paragraph,

(a)  hold more than 30% of the common shares or of a class of common shares of a single legal person; or

(b)  acquire securities that bring its total investment in shares and evidences of indebtedness issued by a single legal person to more than 5% of its total assets, except in the case of a legal person described in the first paragraph of section 37.1 or a legal person described in subparagraph a.2 of the first paragraph of section 31; in the latter case, the limit is set at 3.5%.

Subparagraph a of subparagraph 2 of the first paragraph does not apply to the holding or acquisition by the Fund of the shares or other securities referred to in that subparagraph a, where they are issued by a legal person described in subparagraph a.1 of the first paragraph of section 31 whose principal activity relates exclusively to public transportation infrastructures in Québec.

Despite subparagraph a of subparagraph 3 of the first paragraph, the Fund may acquire and hold, directly or indirectly, only all the issued and outstanding shares of a legal person described in subparagraph a.2 of the first paragraph of section 31. Once it holds all such shares, subparagraph b of subparagraph 3 of the first paragraph ceases to apply; in such a case, the Fund must ensure that the legal person complies with the provisions of subparagraphs 2 and 3 of the first paragraph and those of the second paragraph and this paragraph, as if the Fund held or acquired the shares or other securities described in those provisions and held or acquired by that legal person.

For the purposes of the 30% limit set in subparagraph a of subparagraph 3 of the first paragraph, the investments, operations or loans under section 34 are subject to that limit only from the time they are converted into common shares.

1965 (1st sess.), c. 23, s. 29; 1969, c. 27, s. 10; 1970, c. 18, s. 5; 1992, c. 22, s. 15; 1997, c. 88, s. 7; 2015, c. 17, s. 3.

1997-12-19

32. The acquisition by the Fund of shares and of evidences of indebtedness in legal persons shall be subject to the following restrictions:

(a)  it may not hold more than 30% of the common shares or of a class of common shares of one legal person, except in the case of a legal person to which subparagraph a of the first paragraph of section 31 applies;

(b)  it may not invest more than 70% of its total assets in units of indexed funds and common shares;

(c)  it may not acquire securities which increase its total investment in shares and evidences of indebtedness issued by the same legal person to more than 5% of its total assets, except in the case of a legal person to which subparagraph a of the first paragraph of section 31 or the first paragraph of section 37.1 applies.

For the purposes of the 30% limit fixed in paragraph a, the investments, operations or loans made under section 34 are subject to that limit only from the time they are converted into common shares.

1965 (1st sess.), c. 23, s. 29; 1969, c. 27, s. 10; 1970, c. 18, s. 5; 1992, c. 22, s. 15; 1997, c. 88, s. 7.

1992-06-23

32. The acquisition by the Fund of shares and of evidences of indebtedness in legal persons shall be subject to the following restrictions:

(a)  it may not hold more than 30 % of the common shares or of a class of common shares of one legal person, except in the case of a legal person to which subparagraph a of the first paragraph of section 31 applies;

(b)  it may not invest more than 40 % of its total assets in units of indexed funds and common shares;

(c)  it may not acquire securities which increase its total investment in shares and evidences of indebtedness issued by the same legal person to more than 5 % of its total assets, except in the case of a legal person to which subparagraph a of the first paragraph of section 31 applies.

1965 (1st sess.), c. 23, s. 29; 1969, c. 27, s. 10; 1970, c. 18, s. 5; 1992, c. 22, s. 15.

1977-12-31

32. The acquisition by the Fund of shares and of evidences of indebtedness in companies shall be subject to the following restrictions:

(a)  it may not hold more than 30 % of the common shares or of a class of common shares of one company unless such company has as its sole object the acquisition, holding, leasing or administration of immoveables;

(b)  it may not invest more than 30 % of its total assets in common shares;

(c)  it may not acquire securities which increase its total investment in shares and evidences of indebtedness of a company to more than the following percentages of its total assets:

first five years: 5 % in shares, 10 % in all;

next five years: 4 % in shares, 71/2 % in all;

subsequently: 3 % in shares, 5 % in all.

1965 (1st sess.), c. 23, s. 29; 1969, c. 27, s. 10; 1970, c. 18, s. 5.