Canadian Telecommunications Common Carrier Ownership and Control Regulations (SOR/94-667)

Sale, Repurchase or Redemption of Shares

• 11 (1) Where, in accordance with these Regulations, the board of a Canadian carrier determines that some of the Canadian carrier’s voting shares are excess voting shares, the Canadian carrier may sell, as if it were the owner thereof, any of those excess voting shares, if the registered holder has been requested to sell the shares and has not done so and the sale is conducted in accordance with these Regulations.

• (2) The Canadian carrier may sell any excess voting shares

  • (a) on the principal stock exchange;

  • (b) where there is no principal stock exchange, on such other stock exchange or organized market on which the voting shares are listed or traded as the board of the Canadian carrier shall determine; or

  • (c) where the voting shares are not listed or traded on any stock exchange or organized market, in such other manner that is intended to obtain fair market value for the shares as the board of the Canadian carrier shall determine.

• (3) The net proceeds of the sale of excess voting shares sold in accordance with this section shall be the proceeds after the deduction of any commission, tax or other cost of sale.

• (4) For all purposes of a sale of excess voting shares, the Canadian carrier is the agent and lawful attorney of the registered holder and of the beneficial owner of the excess voting shares.

• (5) On completion of the sale of the excess voting shares, any voting rights of those shares that have been suspended shall automatically be restored.

• 12 (1) Where the board of the Canadian carrier determines that it is likely that a sale of excess voting shares would have a material adverse effect on the market value of the shares of the Canadian carrier, the Canadian carrier may elect, by resolution of its board, to repurchase or redeem the excess voting shares, without further notice to the registered holder, in accordance with this section and sections 13 and 14.

• (2) The price paid by the Canadian carrier to repurchase or redeem any excess voting shares shall be

  • (a) the average of the closing price per share of the voting shares for the last 10 trading days during which at least one board lot of voting shares has traded in the period ending on the trading day immediately preceding the date of the redemption or repurchase, on

    • (i) the principal stock exchange, or

    • (ii) where there is no principal stock exchange, such other stock exchange or organized market as the board of the Canadian carrier shall determine on which the required trading has occurred; or

  • (b) calculated on the basis of their fair market value as of the date of the redemption or repurchase, as determined by the board of the Canadian carrier, where the required trading of voting shares referred to in paragraph (a) has not occurred on the principal stock exchange or any other stock exchange or organized market.

• 13 (1) The Canadian carrier may sell, repurchase or redeem excess voting shares in accordance with section 11 or 12, whether or not the Canadian carrier possesses the certificate representing the excess voting shares at the time of the sale, repurchase or redemption.

• (2) Where the Canadian carrier sells excess voting shares in accordance with section 11, without possessing the certificate representing the excess voting shares, the Canadian carrier shall issue to the purchaser of the excess voting shares or its nominee a new certificate representing the excess voting shares sold.

• (3) Where the Canadian carrier sells, repurchases or redeems excess voting shares, in accordance with section 11 or 12, without possessing the certificate representing the excess voting shares and, after the sale, repurchase or redemption, a person establishes that the person is a bona fide purchaser of the excess voting shares that were sold, repurchased or redeemed,

  • (a) the excess voting shares purchased by the bona fide purchaser are deemed to be, effective on the date of the purchase, validly issued and outstanding voting shares to which the voting rights have been restored; and

  • (b) notwithstanding subsection 14(6), the Canadian carrier is entitled to receive the funds deposited pursuant to subsection 14(1) and, in the case of a sale in accordance with section 11, shall add the amount of the deposit to the capital account for the class of voting shares issued.

• 14 (1) Where there is a sale, repurchase or redemption of excess voting shares in accordance with section 11 or 12, the Canadian carrier shall, not later than 10 days after the sale, repurchase or redemption, deposit an amount equal to the amount of the net proceeds of the sale, or the repurchase or redemption proceeds, in a special account in any bank or trust company in Canada, selected by the Canadian carrier.

• (2) Not later than 30 days after a deposit is made pursuant to subsection (1), the Canadian carrier shall send a notice to the registered holder of the excess voting shares sold, repurchased or redeemed, and the notice shall state

  • (a) that a specified number of voting shares has been sold, repurchased or redeemed;

  • (b) the amount of the net proceeds of sale, or the repurchase or redemption proceeds;

  • (c) the name and address of the bank or trust company at which the Canadian carrier has made the deposit of the net proceeds of the sale, or the repurchase or redemption proceeds;

  • (d) that the registered holder may obtain the net proceeds of the sale or the repurchase or redemption proceeds, less the costs of administering the special account, on presentation and surrender of the certificate representing the excess voting shares to the bank or trust company referred to in paragraph (c); and

  • (e) all other relevant particulars of the sale, repurchase or redemption.

• (3) The amount of the deposit referred to in subsection (1), less the reasonable costs of administration of the special account, shall be paid to the registered holder of the excess voting shares sold, repurchased or redeemed on presentation and surrender by the registered holder of the certificate representing the excess voting shares to the bank or trust company.

• (4) Any interest earned on any amount deposited in accordance with subsection (1) shall accrue to the benefit of the Canadian carrier.

• (5) Where the amount of the deposit referred to in subsection (1) is not claimed by the registered holder of the excess voting shares which were sold, repurchased or redeemed or by the Canadian carrier within six years after the sale, repurchase or redemption, the deposit shall escheat to Her Majesty in right of Canada and the rights of a bona fide purchaser under section 13 shall be extinguished by such escheat.

• (6) After a deposit is made pursuant to subsection (1), the registered holder shall not be entitled to any of the remaining rights of a registered holder in respect of the excess voting shares sold, repurchased or redeemed, other than the right to receive the funds so deposited in accordance with subsection (3).

• (7) Where only a part of the voting shares represented by a certificate is sold, repurchased or redeemed in accordance with section 11 or 12, the Canadian carrier shall

  • (a) on presentation and surrender of the certificate and at the expense of the registered holder, issue a new certificate representing the balance of the voting shares not sold, repurchased or redeemed; and

  • (b) amend the security register to indicate

    • (i) the name of the new registered holder of the voting shares that have been sold, repurchased or redeemed, as the case may be, and the number of the voting shares that are now registered in that name, and

    • (ii) the remaining number of the voting shares that are registered in the name of the registered holder of the excess voting shares that were sold, repurchased or redeemed.

Liability

• 15 (1) The Canadian carrier, and any of its directors, officers, employees and agents may rely on its security register or any other of their books or records, or the books or records of its transfer agent or registrar, referred to in these Regulations, their knowledge, information of which they are in receipt that is relevant to the carrier’s eligibility to operate pursuant to section 16 of the Act and any statements made in any affidavit, declaration or evidence filed under these Regulations, and the Canadian carrier and its directors, officers, employees and agents, as the case may be, are not liable in an action for anything done or omitted by them in good faith as a result of any conclusions made by them on the basis of any such register, books, records, knowledge, information or statements, when determining, for the purposes of these Regulations,

  • (a) whether any voting shares are beneficially owned, or controlled, in such a way as to render the Canadian carrier not eligible to operate pursuant to section 16 of the Act;

  • (b) whether any voting shares are excess voting shares;

  • (c) and for the purposes of subsection 16(2) of the Act, the percentage of the voting shares in the Canadian carrier beneficially owned, and controlled, by Canadians as at July 22, 1987; or

  • (d) any other circumstances relevant to the exercise of the powers of the Canadian carrier and its directors, officers, employees or agents under the Act or these Regulations.

• (2) A corporation, trust, mutual insurance company, partnership, pension fund society, depository or intermediary and any of its directors, officers, employees, trustees or agents, as the case may be, may rely on a security register or any other of their books or records, or the books or records of its transfer agent or registrar, referred to in these Regulations, their knowledge, information of which they are in receipt that relates to their status as Canadians and any statements made in any affidavit, declaration or evidence submitted under these Regulations, and the corporation, trust, mutual insurance company, partnership, pension fund society, depository or intermediary and its directors, officers, employees, trustees or agents, as the case may be, are not liable in an action for anything done or omitted by them in good faith as a result of any conclusions made by them on the basis of any such register, records, books, knowledge, information or statements, when determining, for the purposes of these Regulations,

  • (a) whether any voting shares are beneficially owned, or controlled, in such a way as to render the corporation, trust, mutual insurance company, partnership or pension fund society not eligible as a qualified corporation, qualified trust, qualified mutual insurance company, qualified partnership or qualified pension fund society, as the case may be; or

  • (b) any other circumstances relevant to the exercise of the powers of the corporation, trust, mutual insurance company, partnership, pension fund society, depository or intermediary and its directors, officers, employees, trustees or agents under the Act or these Regulations.

• (3) The Commission and any of its members, officers, employees or agents may rely on a security register or any other relevant book or record referred to in these Regulations, their knowledge, information of which they are in receipt that is relevant to section 16 of the Act and any statements made in any affidavit, declaration or evidence filed under these Regulations, and the Commission and its members, officers, employees or agents are not liable in an action for anything done or omitted by them in good faith as a result of any conclusions made by them on the basis of the register, books, records, knowledge, information or statements when determining, for the purposes of these Regulations,

  • (a) whether any voting shares are beneficially owned, or controlled, in such a way as to render a Canadian carrier not eligible to operate pursuant to section 16 of the Act;

  • (b) and for the purposes of subsection 16(2) of the Act, the percentage of the voting shares in a Canadian carrier beneficially owned, and controlled, by Canadians as at July 22, 1987; or

  • (c) any other circumstance relevant to the exercise of the powers of the Commission and its members, officers, employees or agents under the Act or these Regulations.

Role and Powers of the Commission

• 16 (1) Where the Commission has information that causes it to believe that a Canadian carrier may not be eligible to operate pursuant to section 16 of the Act, the Commission may

  • (a) request the carrier to provide, within a specified time, information that will assist the Commission in determining whether the carrier is so eligible to operate; and

  • (b) where the carrier fails to provide the information within the specified time in accordance with paragraph (a), exercise the powers of a director of the Canadian carrier under section 7 to obtain the information by way of affidavit or declaration.

• (2) Where a Canadian carrier does not exercise any of its powers pursuant to these Regulations in order to remain eligible to operate pursuant to section 16 of the Act, the Commission may, subject to subsection (3), exercise the powers of the carrier with the same authority and effect as if the powers had been exercised by the carrier.

• (3) The Commission may exercise the relevant powers referred to in subsection (2), where

  • (a) the Commission has given the Canadian carrier notice of the Commission’s intention to exercise the carrier’s powers, and the reasons therefor;

  • (b) the Commission has provided the Canadian carrier with at least 30 days after the Canadian carrier receives the notice to exercise the powers referred to in subsection (2);

  • (c) the Canadian carrier has not exercised the powers within the period specified by the Commission in the notice; and

  • (d) the Commission has reason to believe that the Canadian carrier continues to be not eligible to operate pursuant to section 16 of the Act.

• (4) Not later than 90 days after its annual general meeting or the issuance of its annual financial statement, whichever is the earlier, every Canadian carrier shall file with the Commission a report that includes

  • (a) an outline of the measures, if any, that it has taken since the annual general meeting or annual financial statement immediately preceding the meeting or financial statement referred to in this subsection, in order to ensure or confirm compliance with these Regulations;

  • (b) the status, as of the date of the report, of the carrier’s Canadian ownership and control, including the percentages of voting shares beneficially owned, and controlled, by Canadians;

  • (c) the identity of directors and whether each is a Canadian;

  • (d) an affidavit or a declaration affirming whether the Canadian carrier is eligible to operate pursuant to section 16 of the Act; and

  • (e) any other information that the Commission requests in order to determine whether the Canadian carrier is eligible to operate pursuant to section 16 of the Act.