C-38 - Companies Act

Section 149 Disposition versions

2019-06-13

149. (1)  When an offer to acquire all the shares of a certain class has been accepted by the holders of 9/10 of the shares of such class, the offerer may give notice, within six months after the date of the offer, that he wishes to acquire the shares of the dissentient shareholders.

(2)  Such notice shall be given in the manner prescribed by a judge of the Superior Court on application by the offerer and shall state that, unless the Superior Court of the district in which the company has its head office decides otherwise, upon application by a dissentient shareholder filed within one month from the date of the notice, the offerer shall acquire the shares on the conditions of the offer.

(3)  When a notice has been so given and the court has not otherwise ordered, the offerer, at the expiration of the period of one month from the date of the notice or, if an application is then pending, after the court has adjudicated finally upon such application, shall deliver, against a receipt, to a trust company authorized under the Trust Companies and Savings Companies Act (chapter S-29.02) for the benefit of the dissentient shareholders, the sums or securities offered for the shares which he is entitled to acquire under this section.

(4)  Upon production of a copy of the offer, notice and receipt, with a certificate of the clerk of the Superior Court of the district in which the company has its head office, certifying that no application has been filed within the period fixed or that one has been dismissed by final judgment, the company shall register in its books the offerer as the holder of the shares that were held by the dissentient shareholders.

(5)  An offer to acquire all the shares of a certain class, except those of a shareholder mentioned therein, shall give rise to the application of this section if it is accepted by the holders of 9/10 of the shares to which it refers and the offerer acquires, on the same conditions, the shares of the shareholder mentioned.

R. S. 1964, c. 271, s. 145; 1999, c. 40, s. 70; I.N. 2016-01-01 (NCCP); 2018, c. 23, s. 746.

2016-01-01

149. (1)  When an offer to acquire all the shares of a certain class has been accepted by the holders of 9/10 of the shares of such class, the offerer may give notice, within six months after the date of the offer, that he wishes to acquire the shares of the dissentient shareholders.

(2)  Such notice shall be given in the manner prescribed by a judge of the Superior Court on application by the offerer and shall state that, unless the Superior Court of the district in which the company has its head office decides otherwise, upon application by a dissentient shareholder filed within one month from the date of the notice, the offerer shall acquire the shares on the conditions of the offer.

(3)  When a notice has been so given and the court has not otherwise ordered, the offerer, at the expiration of the period of one month from the date of the notice or, if an application is then pending, after the court has adjudicated finally upon such application, shall deliver, against a receipt, to a trust company for the benefit of the dissentient shareholders, the sums or securities offered for the shares which he is entitled to acquire under this section.

(4)  Upon production of a copy of the offer, notice and receipt, with a certificate of the clerk of the Superior Court of the district in which the company has its head office, certifying that no application has been filed within the period fixed or that one has been dismissed by final judgment, the company shall register in its books the offerer as the holder of the shares that were held by the dissentient shareholders.

(5)  An offer to acquire all the shares of a certain class, except those of a shareholder mentioned therein, shall give rise to the application of this section if it is accepted by the holders of 9/10 of the shares to which it refers and the offerer acquires, on the same conditions, the shares of the shareholder mentioned.

R. S. 1964, c. 271, s. 145; 1999, c. 40, s. 70; I.N. 2016-01-01 (NCCP).

1999-10-22

149. (1)  When an offer to acquire all the shares of a certain class has been accepted by the holders of 9/10 of the shares of such class, the offerer may give notice, within six months after the date of the offer, that he wishes to acquire the shares of the dissentient shareholders.

(2)  Such notice shall be given in the manner prescribed by a judge of the Superior Court on motion by the offerer and shall state that, unless the Superior Court of the district in which the company has its head office decides otherwise, upon petition by a dissentient shareholder filed within one month from the date of the notice, the offerer shall acquire the shares on the conditions of the offer.

(3)  When a notice has been so given and the court has not otherwise ordered, the offerer, at the expiration of the period of one month from the date of the notice or, if a petition is then pending, after the court has adjudicated finally upon such petition, shall deliver, against a receipt, to a trust company for the benefit of the dissentient shareholders, the sums or securities offered for the shares which he is entitled to acquire under this section.

(4)  Upon production of a copy of the offer, notice and receipt, with a certificate of the clerk of the Superior Court of the district in which the company has its head office, certifying that no petition has been filed within the period fixed or that one has been dismissed by final judgment, the company shall register in its books the offerer as the holder of the shares that were held by the dissentient shareholders.

(5)  An offer to acquire all the shares of a certain class, except those of a shareholder mentioned therein, shall give rise to the application of this section if it is accepted by the holders of 9/10 of the shares to which it refers and the offerer acquires, on the same conditions, the shares of the shareholder mentioned.

R. S. 1964, c. 271, s. 145; 1999, c. 40, s. 70.

1977-12-31

149. (1)  When an offer to acquire all the shares of a certain class has been accepted by the holders of 9/10 of the shares of such class, the offerer may give notice, within six months after the date of the offer, that he wishes to acquire the shares of the dissentient shareholders.

(2)  Such notice shall be given in the manner prescribed by a judge of the Superior Court on motion by the offerer and shall state that, unless the Superior Court of the district in which the company has its head office decides otherwise, upon petition by a dissentient shareholder filed within a delay of one month from the date of the notice, the offerer shall acquire the shares on the conditions of the offer.

(3)  When a notice has been so given and the court has not otherwise ordered, the offerer, at the expiration of the delay of one month from the date of the notice or, if a petition is then pending, after the court has adjudicated finally upon such petition, shall deliver, against a receipt, to a trust company for the benefit of the dissentient shareholders, the sums or securities offered for the shares which he is entitled to acquire under this section.

(4)  Upon production of a copy of the offer, notice and receipt, with a certificate of the prothonotary of the Superior Court of the district in which the company has its head office, certifying that no petition has been filed within the delay fixed or that one has been dismissed by final judgment, the company shall register in its books the offerer as the holder of the shares that were held by the dissentient shareholders.

(5)  An offer to acquire all the shares of a certain class, except those of a shareholder mentioned therein, shall give rise to the application of this section if it is accepted by the holders of 9/10 of the shares to which it refers and the offerer acquires, on the same conditions, the shares of the shareholder mentioned.

R. S. 1964, c. 271, s. 145.