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S.M. 1993, c. 13

The Manitoba Employee Ownership Fund Corporation Amendment Act

(Assented to July 27, 1993)

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

C.C.S.M. c. E95 amended

1

The Manitoba Employee Ownership Fund Corporation Act is amended by this Act.

2

Subsection 4(3) is repealed and the following is substituted:

Rights of Class "G" Special Shares

4(3)

Where an agreement entered into between the Fund and the Government of Manitoba requires amendments to the rights attaching to the Class "G" Special Shares, the directors shall, by filing articles of amendment under The Corporations Act, make those amendments.

3

Clause 5(1)(c) is amended by adding ", the Minister of Finance in trust for Her Majesty in right of Manitoba or the Minister of Finance (Canada) in trust for Her Majesty in right of Canada" after "corporate investors".

4(1)

Subsection 2(1) of the Schedule is amended by striking out "the amount paid by them for the Class "G" Special Shares and Class "L" Special Shares" and substituting "the Class "G" liquidation entitlement and the Class "L" liquidation entitlement".

4(2)

The following is added after subsection 2(2) of the Schedule:

Definitions

2(3)

In this section,

"adjusted deficit" means, at any time, the amount by which the deficit of the Fund, if any, exceeds the aggregate of the Fund's cumulative net investment loss and contributed surplus at that time; (« déficit rajusté »)

"adjusted liquidation entitlement" means the base liquidation entitlement less the liquidation entitlement adjustment; (« part de liquidation rajustée »)

"base liquidation entitlement" means $1.00 per Class "G" Special Share; (« part de liquidation de base »)

"Class "G" liquidation entitlement" means, in respect of any Class "G" Special Share,

(a) on any liquidation, dissolution or winding-up prior to October 1, 1997 the adjusted liquidation entitlement, and

(b) on any liquidation, dissolution or winding-up after September 30, 1997 the base liquidation entitlement; (« part de liquidation relative à la catégorie " G " »)

"Class "L" liquidation entitlement" means, in respect of any Class "L" Special Share, the amount paid by the holder for the issue of the Class "L" Special Share; (« part de liquidation relative à la catégorie " L " »)

"contributed surplus" means the aggregate of all amounts that would be considered to be contributed to the surplus of the Fund under the accounting principles applicable to the Fund; (« surplus d'apport »)

"cumulative net investment loss" means, at any time, the amount, if any, but in any event not less than zero, by which the aggregate of

(a) the Fund's realized losses from the disposition of investments prior to that time, and

(b) the Fund's unrealized losses for investments owned by it at that time,

exceeds the aggregate of

(c) the Fund's realized gains from the disposition of investments prior to that time,

(d) the Fund's unrealized gains for investments owned by it at that time, and

(e) the Fund's income from investments prior to that time,

but the amount of the cumulative net investment loss at that time shall be reduced to the extent that the purchase price of Class "A" Common Shares of the Fund repurchased by it prior to that time has been reduced as a result of the cumulative net investment loss at the time of the repurchase by the Fund; (« perte nette cumulative sur placement »)

"deficit" means the deficit of the Fund calculated in accordance with generally accepted accounting principles applicable to the Fund, applied on a consistent basis from year to year, and in accordance with the express requirements of any agreement between the Fund and the holder of the Class "G" Special Shares; (« déficit »)

"liquidation entitlement adjustment" means, at any time, the amount obtained when the lesser of

(a) the maximum liquidation entitlement adjustment at that time, and

(b) the adjusted deficit of the Fund at that time,

is divided by the number of Class "G" Special Shares outstanding at that time; (« rajustement de la part de liquidation »)

"maximum liquidation entitlement adjustment" means, at any time, the amount obtained by subtracting from the aggregate of

(a) $0.50 multiplied by the number of Class "G" Special Shares outstanding at that time, and

(b) the aggregate of the amounts paid by the Fund for all Class "G" Special Shares purchased by the Fund prior to that time and all amounts at which Class "G" Special Shares were converted into debt of the Fund prior to that time,

the amount obtained by multiplying $0.50 by the number of Class "G" Special Shares repurchased or converted prior to that time. (« rajustement maximal de la part de liquidation »)

5(1)

Clauses 6(1)(a) and (b) of the Schedule are repealed and the following is substituted:

(a) the fourth anniversary of the date the shares were issued if

(i) the original holder of the shares has reached his or her 60th birthday and is retired on the date the shares are to be repurchased, or

(ii) the original holder of the shares has reached his or her 65th birthday on the date the shares are to be repurchased;

5(2)

Subsection 6(2) of the Schedule is amended by adding after "issued to the holder." the following:

Where the holder of Class "A" Common Shares requests that the Fund repurchase the shares pursuant to this subsection, the holder shall be deemed to have rescinded his or her subscription for the shares so repurchased and the shares shall be deemed for all purposes never to have been issued.

5(3)

Subsection 6(3) of the Schedule is amended

(a) by adding "where, pursuant to subsection (1) of this Schedule, a holder of Class "A" Common Shares is entitled to require the Fund to repurchase those shares and has given to the Fund a request that they be repurchased," after "The Corporations Act"; and

(b) by striking out "a request for their repurchase" and substituting "the request for their repurchase".

5(4)

The following is added after subsection 6(5) of the Schedule:

6(6)

Where at any time the holder of Class "A" Common Shares gives notice to the Fund requiring the Fund to purchase all or part of those shares pursuant to clause 6(1)(a) of this Schedule, clause 6(1)(a) does not apply to permit the holder to require the Fund to repurchase any Class "A" Common Shares acquired by the holder after the date on which the notice is given.

6(7)

Where a Class "A" Common Share was purchased at a time when the holder was retired or had reached his or her 65th birthday, clause 6(1)(a) of this Schedule does not apply to permit the holder to require the Fund to repurchase the Class "A" Common Share.

6(8)

Where at any time the holder of a Class "A" Common Share gives notice to the Fund requiring the Fund to repurchase all or part of those shares pursuant to subsection 6(1) of this Schedule, the holder shall not be entitled to purchase additional Class "A" Common Shares from the Fund within 24 months from the date on which the notice is given.

Coming into force

6(1)

This Act, except sections 2 and 3, is retroactive and is deemed to have come into force on March 21, 1992.

Coming into force: sections 2 and 3

6(2)

Sections 2 and 3 come into force on the day this Act receives royal assent.