S-31.1 - Business Corporations Act

Section 405 Disposition versions

2011-02-14

405. If the offeror has complied with section 403, a corporation must without delay

(1)  transfer to the offeror all the shares to which the take-over bid relates that were held by the dissenting shareholders, register their transfer and, if applicable, cancel the certificates received and issue a certificate to the offeror for the total number of those shares;

(2)  give to the dissenting shareholders who accepted or are deemed to have accepted the take-over bid and who, if applicable, returned their share certificates to the corporation the money or other consideration they are entitled to;

(3)  send to the dissenting shareholders who accepted or are deemed to have accepted the take-over bid and who, if applicable, have not returned their share certificates a notice stating that

(a)  their shares to which the take-over bid relates have been transferred to the offeror;

(b)  the corporation holds in trust for them the money or other consideration they are entitled to; and

(c)  the corporation will send that money or other consideration to them as soon as it receives their share certificates;

(4)  send to the dissenting shareholders who sent notice of their intention to demand payment of the fair value of their shares a notice stating that

(a)  their shares to which the take-over bid relates have been transferred to the offeror;

(b)  the corporation holds in trust for them the money or other consideration they are entitled to;

(c)  they have 20 days from the payment or transfer required under section 403 to ask the court to set the fair value of the shares they held, and that if no shareholder makes such an application to the court, they will be deemed to have accepted the terms of the take-over bid;

(d)  the corporation will send to them the money or other consideration they are entitled to in accordance with an irrevocable court judgment setting the fair value of the shares they held, unless, if applicable, the corporation has not received the related share certificates, in which case the corporation will send the money or other consideration on receipt of the share certificates; and

(e)  if no dissenting shareholder applies within the prescribed time to the court to set the fair value of the shares held by the shareholder, the corporation will send to all the dissenting shareholders the money or any other consideration they are entitled to, unless, if applicable, the corporation has not received the related share certificates, in which case the corporation will send the money or other consideration on receipt of the share certificates.

2009, c. 52, s. 405.