S-31.1 - Business Corporations Act

Section 401 Disposition versions

2011-02-14

401. An offeror who intends to acquire the shares held by dissenting shareholders must send a notice of intention by registered mail to the dissenting shareholders, the corporation and the Autorité des marchés financiers within 60 days after termination of the take-over bid and not later than 180 days after the take-over bid.

The notice must state the acceptance of the bid by the holders of not less than 90% of the shares of the class concerned, and set out the obligations of the dissenting shareholders under section 402.

As of receipt of the notice, the corporation is, for the purposes of the Act respecting the transfer of securities and the establishment of security entitlements (chapter T-11.002), considered to have notice of the offeror’s adverse claim on the shares concerned.

As of receipt of the notice, dissenting shareholders may not transfer to a third party their shares to which the take-over bid relates. The notice is considered to be a restriction on transfer within the meaning of that expression in paragraph 5 of section 85 of the Act respecting the transfer of securities and the establishment of security entitlements.

2009, c. 52, s. 401.