Bank Act

Marginal note:Definitions

• 265 (1) In this section and sections 266 to 272,

  affiliate

  groupe

  affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

  business combination

  regroupement d’entreprises

  business combination means an acquisition of all or substantially all the assets of one body corporate by another body corporate or an amalgamation of two or more bodies corporate; (regroupement d’entreprises)

  call

  option d’achat

  call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

  distributing bank

  banque ayant fait appel au public

  distributing bank means a bank, any of the issued securities of which are or were part of a distribution to the public and remain outstanding and are held by more than one person; (banque ayant fait appel au public)

  insider

  initié

  insider means, except in subsections 271(2) and 272(1),

  • (a) a director or an officer of a distributing bank,

  • (b) a distributing bank that purchases or otherwise acquires, except by means of a donation or redemption, shares issued by it or by any of its affiliates, or

  • (c) a person who beneficially owns more than 10 per cent of the shares of a distributing bank or who exercises control or direction over more than 10 per cent of the votes attached to shares of a distributing bank, excluding shares owned by a securities underwriter under an underwriting agreement while those shares are in the course of a distribution to the public; (initié)

  officer

  dirigeant d’une banque

  officer, in relation to a bank, means

  • (a) an officer as defined in paragraph (a) of the definition officer in section 2, or

  • (b) any natural person who performs functions for the bank similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; (dirigeant d’une banque)

  put

  option de vente

  put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

  share

  action

  share means a voting share and includes

  • (a) a security currently convertible into a voting share, and

  • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). (action)

• Marginal note:Control

  (2) For the purposes of this section and sections 266 to 272, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

• Marginal note:Deemed insiders and beneficial owners

  (3) For the purposes of this section and sections 266 to 272,

  • (a) a director or an officer of a body corporate that is an insider of a distributing bank is deemed to be an insider of the distributing bank;

  • (b) a director or an officer of a body corporate that is a subsidiary of a distributing bank is deemed to be an insider of the distributing bank;

  • (c) a person is deemed to beneficially own shares beneficially owned by a body corporate controlled directly or indirectly by that person;

  • (d) a body corporate is deemed to beneficially own shares beneficially owned by its affiliates; and

  • (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.

• Marginal note:Becoming an insider

  (4) For the purposes of this section and sections 266 to 272,

  • (a) if a body corporate becomes an insider of a distributing bank or enters into a business combination with a distributing bank, or

  • (b) if a distributing bank becomes an insider of a body corporate,

  every director or officer of the body corporate and every shareholder of the body corporate who is a person referred to in paragraph (c) of the definition insider in subsection (1) is deemed to have been an insider of the distributing bank for the previous six months or for such shorter period as the director, officer or shareholder was a director, officer or shareholder of the body corporate.