Skip to main content
The Securities Amendment Act

S.M. 1989-90, c. 54

Bill 72, 2nd Session, 34th Legislature

The Securities Amendment Act

(Assented to March 15, 1990)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

C.C.S.M. c. S50 amended

1           The Securities Act is amended by this Act.

Subsection 80(1) amended

2           Subsection 80(1) is amended by adding the following definition after the definition of "interested person":

"issuer" means a person or company who has outstanding, issues or proposes to issue, a security; « émetteur ».

Subsection 80(1) amended

3           Subsection 80(1) is further amended by striking out the definition of "offeror" and substituting the following definition:

"offeror" means a person or company making a take-over bid, an issuer bid or an offer to acquire and, for the purpose of section 92, includes a person or company acquiring a security whether or not by way of a take-over bid, issuer bid or offer to acquire; « pollicitant ».

Subsection 85(5) amended

4           Subsection 85(5) is amended by striking out clause (a) and substituting the following clause:

(a) the offeror shall offer consideration for securities deposited under the bid at least equal to and in the same form as the highest consideration that was paid on a per security basis under any of such prior transactions, or the offeror shall offer at least the cash equivalent of such consideration; and.

Section 86 amended

5           Section 86 is amended by striking out "10" in clause (j) and substituting "three".

Section 92 rep. and sub.

6           Section 92 is repealed and the following section is substituted:

Securities, reports of acquisitions

92(1)       Every offeror that, except pursuant to a formal bid, acquires beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, voting or equity securities of any class of a reporting issuer that, together with such offeror's securities of that class, would constitute 10% or more of the outstanding securities of that class,

(a) shall issue and file forthwith a press release containing the information prescribed by the regulations; and

(b) within two business days, shall file a report containing the same information as is contained in the press release issued under clause (a).

Change in material facts

92(2)       Where an offeror is required to file a report under subsection (1) or further report under this subsection and the offeror, or any person or company acting jointly or in concert with the offeror, acquires beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, an additional 2% or more of the outstanding securities of the class or there is a change in any other material fact in such a report, the offeror

(a) shall issue and file forthwith a press release containing the information prescribed by the regulations; and

(b) within two business days, shall file a report containing the same information as is contained in the press release issued under clause (a).

Restrictions on purchases

92(3)       During the period commencing on the occurence of an event in respect of which a report or further report is required to be filed under this section and terminating on the expiry of one business day from the date that the report or futher report is filed, neither the offeror nor any person or company acting jointly or in concert with the offeror shall acquire or offer to acquire beneficial ownership of any securities of the class in respect of which the report or futher report is required to be filed or any securities convertible into securities of that class.

Exception

92(4)       Subsection (3) does not apply to an offeror that is the beneficial owner of, or has the power to exercise control or direction over, securities that, together with the offeror's securities of that class, constitute 20% or more of the outstanding securities of that class.

Subsection 136(4) amended

7           Subsection 136(4) is amended by striking out "and subsection (1) does not apply in such circumstances" in the last two lines and substituting "and the maximum fine referred to in subsection (1) does not apply in such circumstances".

Section 149 amended

8           Section 149 is amended by striking out "or restrictions to the exemptions" in clause (w) and by adding the following clauses after clause (aa):

(bb) prescribing exemptions from section 85;

(cc) prescribing restrictions on any exemption set out in subsection 84(1) or (3) or section 85.

Section 161 repealed

9           Section 161 is repealed.

Coming into force

10          This Act comes into force on a day fixed by proclamation.